Savoy Energy Corp - FORM 10-K/A

Attached files

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EX-31.1 - Savoy Energy Corp	v172259_ex31-1.htm
EX-32.1 - Savoy Energy Corp	v172259_ex32-1.htm
EX-31.2 - Savoy Energy Corp	v172259_ex31-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

x	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For the transition period from _________ to ________

Commission file number: 333-151960

Savoy Energy Corporation

(f/k/a Arthur Kaplan Cosmetics, Inc.)

(Exact name of Company as specified in its charter)

Nevada	26-0429687
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

11200 Westheimer, Suite 900 Houston, TX	77042
(Address of principal executive offices)	(Zip Code)

Company’s telephone number: 713-243-8788

Securities registered under Section 12(b) of the Exchange Act:

Title of each class	Name of each exchange on which registered
None	not applicable

Securities registered under Section 12(g) of the Exchange Act:
Title of each class	Name of each exchange on which registered
None	not applicable

Indicate by check mark if the Company is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the Company is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes x No ¨

Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Company’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes x No ¨

Indicate by check mark whether the Company is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x

Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the Company’s most recently completed fiscal quarter. $9,060,000

Indicate the number of shares outstanding of each of the Company’s classes of common stock, as of the latest practicable date. 15,100,000 shares as of March 26, 2009 (the date of the originally filed Form 10-K) and 60,400,000 as of January 22, 2010 as a result of a 10 shares for 1 share forward split on May 29, 2008 and a 4 shares for 1 share forward split on June 2, 2009.

Explanatory Note: This amended Form 10-K is filed in response to advice by the U.S. Securities and Exchange Commission that on August 27, 2009, the PCAOB revoked the registration of our prior auditor, Moore & Associates Chartered and that due to the revocation, a re-audit of the Company’s financial statements for the year ended December 31, 2008 would be required. For this purpose, our new auditor, GBH CPAs, PC, has conducted a re-audit of the Company’s financial statements for the year ended December 31, 2008, for the period from Inception (June 25, 2007) through December 31, 2007 and for the period from Inception (June 25, 2007) through December 31, 2008 and has conducted a review of such financial statements which has resulted in the restatement thereof, as incorporated in this report. In compliance with the SEC’s notification, this report incorporates the re-audited Company financial statements for the year ended December 31, 2008, for the period from Inception (June 25, 2007) through December 31, 2007 and for the period from Inception (June 25, 2007) through December 31, 2008. The Company has also updated its Management’s Discussion and Analysis to incorporate the restatement.

TABLE OF CONTENTS

		Page

PART I

Item 1.	Business	3
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	6
Item 2.	Properties	6
Item 3.	Legal Proceedings	6
Item 4.	Submission of Matters to a Vote of Security Holders	6

PART II

Item 5.	Market for Company’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	7
Item 6.	Selected Financial Data	8
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 8.	Financial Statements and Supplementary Data	12
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	12
Item 9A(T).	Controls and Procedures	12
Item 9B.	Other Information	13

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	13
Item 11.	Executive Compensation	15
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	17
Item 13.	Certain Relationships and Related Transactions, and Director Independence	18
Item 14.	Principal Accountant Fees and Services	18

PART IV

Item 15.	Exhibits, Financial Statement Schedules	18

PART I

Item 1. Business

Background

We were incorporated as “Arthur Kaplan Cosmetics, Inc.” (“AKC”) on June 25, 2007, in the State of Nevada. We subsequently changed our name to Savoy Energy Corporation. Our principal offices are located at 11200 Westheimer, Suite 900, Houston, TX 77042 and our telephone number is (713) 243-8788.

Subsequent Event

On March 31, 2009, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Plantation Exploration, Inc., a privately held Texas corporation (“Plantation Exploration”), and Plantation Exploration Acquisition, Inc. (“Acquisition Sub”), our newly formed wholly-owned Nevada subsidiary. In connection with the closing of this merger transaction, Acquisition Sub merged with and into Plantation Exploration (the “Merger”) on April 2, 2009, with the filing of articles of merger with the Texas secretary of state. As a result of the Merger, Plantation Acquisition no longer exists and Plantation Exploration became our wholly-owned subsidiary.

Subsequently, on April 3, 2009, we merged with another wholly-owned subsidiary of our company, known as Savoy Energy Corporation, in a short-form merger transaction under Nevada law and, in connection with this short form merger, changed our name to Savoy Energy Corporation.

Our Products

We have developed a customized formula for our line of men’s organic personal care products to sell in the luxury segment of the personal care product market. An increasing awareness of and demand for organic and natural skin products, and for aromatherapy products, has resulted in what we anticipate will be a highly receptive potential market for our Products.

Our Products are made from natural ingredients, including food-grade vegetable oils, and we promote them as 100% USDA Certified Organic through an agreement we have in place with Sensibility Soaps, Inc, to pack our Products under its certification. Our Products also include therapeutic aromas, which we believe will help us sell the Products at a high price point.

Because our Products contain ingredients grown in the absence of insecticides and other soil pollutants, they contain minerals, vitamins and nutrients not found in other products. Additionally, the uniquely long maceration process to which these ingredients are subjected yield polyphenols in relatively high quantity. Polyphenols are the free radical scavengers that, among other things, help to protect collagen and elastic fibers and prevent the destruction of hyaluronic acid in the skin. The use of these ingredients enhances our Products’ ability to help fight wrinkles and other visible signs of aging.

We have developed a customized formula for our Product line that was developed using a proprietary blend of different organic raw materials, which are consistent across the entire product line. The significant ingredients contain the anti-oxidant properties that many believe help fight free radical damage caused by sunlight, stress and other environmental factors. Other key ingredients used in our formulas have been selected for their efficacy in correcting existing skin damage.

Every item in our Product line is:

100% USDA Certified Organic

Derived from plant and marine botanicals

Moisturizing, non-irritating, softening, cleansing, and nourishing

Free of animal products and manufactured without animal testing

Free of synthetic preservatives, colors, and fragrances

Free of Sodium Laureth (Lauryl) Sulfate (used to lather, but can irritate the skin) - we use coconut oil instead

Free of petro-chemicals, lanolin, or mineral oil

Safe for the environment

Following is a description of our Products, including some of their ingredients and the intended effect of those ingredients:

Facial Scrub: This is a gentle, non-irritating, face and body cleansing foam containing certified organic ingredients such as olive, coconut, grapeseed oils and chamomile. The olive oil, vegetable glycerin, and natural humectants in the scrub are intended to draw moisture to the skin. A blend of essential oils of orange, sandalwood, clary sage, Moroccan rose, jasmine absolute, yarrow, tanacetum, ylang ylang, and vetiver is included. Grapeseed oil contains vitamins and minerals, which we feel offer antioxidant and anti-wrinkle benefits. Purified water is infused with certified organic chamomile flowers. Rosemary extract delivers antioxidants to the skin. The foam has a silky texture and is promoted as delivering natural benefits for the skin and aromatherapy benefits to help balance moods and create a sense of wellbeing.

Facial Moisturizer: This mild, soap-free facial cleanser was developed to exfoliate and smooth skin with coconut oil, aloe vera, and vitamin E. Honey is included and naturally inhibits bacteria growth. The essential oils of orange and grapefruit cool the skin. Almonds and oatmeal exfoliate skin and absorb excess oil. This moisturizer was created to soothe and restore tired, faded skin and is for all skin types, including sensitive skin.

Shave Cream: This cream delivers nutrients and moisturizes skin. Olive oil acts as a humectant, drawing moisture from the air to the skin. Cocoa butter serves to retain and restore skin moisture and softness, particularly after environmental exposure. Organic chamomile soothes skin, and soy cream helps stimulate circulation. This cream emits a pink grapefruit aroma and deeply penetrates without leaving a greasy residue.

After Shave Tonic: This aftershave tonic is made to soothe freshly shaved skin, reduce irritation and provide moisturizing properties.

Conditioner: This mild hair conditioner detangles, softens hair, and restores manageability with combing and anti-static properties. It is formulated to provide body and shine, reveal natural highlights of hair and diminish split ends. Vitamins and botanical extracts help to nourish and restore natural balance to hair. Tea tree oil helps control flaking while Shea butter helps restore the sheen and softness of hair. It is designed to be an effective supplement to our shampoo, and is readily biodegradable.

Shampoo: Hijiki Seaweed is included to remove residue deposited on hair and provide nutrients to the hair and scalp. Coconut and jojoba oils add moisture and shine to hair. Soy milk and honey proteins provide additional nutrients and softening. Aloe vera acts as an emollient to promote healing to dry or damaged hair. This shampoo is mild, and promotes clean hair with shine and manageability.

Shower Gel: This gentle, exfoliating gel is contains seaweed, sea salt and clay to nourish skin by leeching toxins. This mild, soap-free body cleanser was developed to exfoliate and smooth skin with coconut oil, aloe vera, and vitamin E. Honey naturally inhibits bacteria growth. The essential oils of spearmint and eucalyptus provide aromatherapy benefits and cool the skin. The lather softens skin without leaving a residue. This gel is marketed as providing the benefits of a spa experience at home.

Lip Balm: This balm contains natural ingredients intended to provide optimal benefits in lip nourishing and conditioning. Green tea is a natural antioxidant, and Shea butter contains vitamins A, E, and F. This balm penetrates deeply to soften and smooth skin. Grapeseed extract and vitamin E provide antioxidant and anti-wrinkle benefits. Aloe vera further promotes healthy skin. A blend of essential oils of orange, sandlewood, clary sage, Moroccan rose, jasmine absolute, yarrow, tanacetum, ylang ylang, & vetiver is included to provide aromatherapy benefits.

Competition

We compete with a number of established manufacturers, importers, and distributors who sell organic, luxury skin care products to men. These companies enjoy brand recognition which exceeds that of our brand name. We compete with several manufacturers, importers, and distributors who have significantly greater financial, distribution, advertising, and marketing resources than we do, including:

Burt’s Bees: We consider Burt Bee’s to be our closest competitor in terms of Products offered. They offer a natural line of products that reflects our product concept and closely resembles our proposed product line. The concept and creation of the Burt’s Bees product line, like ours, is an extrapolation on the benefits of the antioxidants, polyphenols, and organic and natural ingredients. Burt’s Bees has two significant advantages over usin the marketplace at this time: (a) they have been on the market for over a decade and have grown to be a global brand with distribution outlets all over the world; and (b) they serve a larger target audience with a lower price point than we anticipate. According to a January 2008 article published in E/The Environmental Magazine, Burt's Bees has gone from a small-time beeswax candle business to a $250 million-per-year top-grossing manufacturer of natural-care products (lip care, hair care, foot care, baby care, pregnant mother care).

Terressentials: This company hand-crafts a wide range of certified organic products: skin care, hair care, baby products, and other goods made with certified organic herbs and certified organic essential oils. They only use ingredients that the USDA permits in certified organic food. Instead of stearic acid or cetyl alcohol, they use certified organic cocoa butter and certified organic shea butter. Instead of ammonium lauryl sulfate or decyl polyglucose, they use mild, cold-process castile soap made from certified organic olive oil.

JASON Natural Products, a subsidiary of Hain Celestial Group: JASON Natural Products claims to be “the leading purveyor of pure and natural products for skin, body, hair and oral health for the whole family, giving consumers effective, environmentally-friendly alternatives to mass-produced, synthetic chemical products since 1959.” Their line features over 200 products that they advertise “contain the finest food-grade, natural, organic and nutritional ingredients that deliver topical benefits to the hair and skin.”

EO: This acronym stands for Essential Oils. EO promotes that they “blend only pure essential oils with other plant-based ingredients to create natural personal care products that awaken & delight your senses.”

Dr. Bronner's and Sun Dog's Magic: Certified to National Organic Standards, their products are based on pure organic oils, free of petrochemically modified ingredients and preservatives. They offer a variety of products, including lotions, body balms and lip balms.

We compete primarily on the basis of quality, brand name recognition, and price. We believe that our success will depend upon our ability to remain competitive in our product area. The failure to compete successfully in the future could result in a material deterioration of customer loyalty and our image and could have a material adverse effect on our business.

Intellectual Property

Now that we have determined the final formulas for our Product line, we intend to file a patent on each of our unique mixtures. We will apply for patent protection and/or copyright protection in the United States.

We intend to aggressively assert our rights under trade secret, unfair competition, trademark, patent, and copyright laws to protect our intellectual property, including product formulas, proprietary manufacturing processes and technologies, product research and concepts and recognized trademarks. These rights are protected through the acquisition of patents and trademark registrations, the maintenance of trade secrets, the development of trade dress, and, where appropriate, litigation against those who are, in our opinion, infringing these rights.

While there can be no assurance that registered trademarks will protect our proprietary information, we intend to assert our intellectual property rights against any infringer. Although any assertion of our rights can result in a substantial cost to, and diversion of effort by, our company, management believes that the protection of our intellectual property rights is a key component of our operating strategy.

Regulatory Matters

We are unaware of and do not anticipate having to expend significant resources to comply with any governmental regulations of the personal care product industry. We are subject to the laws and regulations of those jurisdictions in which we plan to sell our product, which are generally applicable to business operations, such as business licensing requirements, income taxes and payroll taxes. In general, the development, manufacture, and sale of our Product in the United States is not subject to special regulatory and/or supervisory requirements.

Employees

The Company appointed Arthur Kaplan as our Chief Executive Officer and President. Our President oversees all responsibilities in the areas of corporate administration, business development, and research. On July 29, 2008, the board of directors appointed Yuriy Kolstov to act as our Secretary. We do not have any other employees at this time.

Research and Development Expenditures

We have incurred $0 in research or development expenditures since our incorporation.

Item 1A. Risk Factors.

A smaller reporting company is not required to provide the information required by this Item.

Item 1B. Unresolved Staff Comments

A smaller reporting company is not required to provide the information required by this Item.

Item 2. Properties

We maintain our corporate office at 11200 Westheimer, Suite 900, Houston, TX 77042. We have no materially important physical properties.

Item 3. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of the Company's shareholders during the quarter ended December 31, 2008.

PART II

Item 5. Market for Company’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is currently quoted on the OTC Bulletin Board (“OTCBB”), which is sponsored by FINRA. The OTCBB is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current "bids" and "asks", as well as volume information. Our shares are quoted on the OTCBB under the symbol “SNVP.OB.”

The following table sets forth the range of high and low bid quotations for our common stock for each of the periods indicated as reported by the OTCBB. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Fiscal Year Ending December 31, 2008
Quarter Ended	High $	Low $
December 31, 2008	0.50	0.18
September 30, 2008	n/a	n/a
June 30, 2008	n/a	n/a
March 31, 2008	n/a	n/a

Fiscal Year Ending December 31, 2007
Quarter Ended	High $	Low $
December 31, 2007	n/a	n/a

Penny Stock

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.

Holders of Our Common Stock

As of December 31, 2008, we had 15,100,000 shares of our common stock issued and outstanding, held by 29 shareholders of record. Asof January 22, 2010, we had 60,400,000 shares of our common stock issued and outstanding.

Dividends

The Company has not declared, or paid, any cash dividends since inception and does not anticipate declaring or paying a cash dividend for the foreseeable future.

Nevada law prohibits our board from declaring or paying a dividend where, after giving effect to such a dividend, (i) we would not be able to pay our debts as they came due in the ordinary course of our business, or (ii) our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of distribution, to satisfy the rights of any creditors or preferred stockholders.

Recent Sales of Unregistered Securities

None

Securities Authorized for Issuance under Equity Compensation Plans

We do not have any equity compensation plans.

Item 6. Selected Financial Data

A smaller reporting company is not required to provide the information required by this Item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Plan of Operation in the Next Twelve Months

Product Development

We have completed development of and have a contract with a manufacturer of personal care products to produce a series of men’s organic personal care products. We have developed a customized formula for our Products designed for sale in the luxury segment of the personal care product market. Initially, our products are expected to be sold exclusively online at www.ArthurKaplanCosmetics.com. We expect our products to be available over the counter in the next twelve months, although a definitive launch date has yet to be determined. We feel that our final Products will compete effectively in the marketplace due to their quality, certified organic ingredients, aromatherapy benefits, and highly effective performance relative to similar products in the marketplace.

USDA Certification

In order to display the USDA organic seal, foods must be grown, raised, harvested, & processed without the use of synthetics, irradiation, chemicals, preservatives, genetically modified organisms, & pesticides according to the USDA National Organic Standards. Only products, which are certified at either 100% organic or 95-100% organic can display the USDA seal. Both the grower and processor must be certified & inspected annually by an agency (certifier) accredited to the USDA. The USDA seal is the assurance that products, which claim to be organic, meet these rigorous standards.

We intend to become independently certified by submitting an application to the Oregon Tilth Certified Organic (OTCO). The application for certification doubles as an Organic System Plan, the foundation of organic certification. Our plan will include a description of our products/services requested for certification, how we keep record, pest and disease management practices, and the methods we will use to prevent contamination. A trained organic inspector, familiar with our type of operation, will then contact us to schedule an annual inspection visit. The inspector will examine each component of our operation to verify our plan is an accurate description of organic standards compliance and will summarize his or her findings during an exit interview. These inspections are said to typically last 3–5 hours, depending on the complexity of the operation. Once completed, OTCO will conduct a review of our application and the inspector’s report to evaluate compliance with the organic standards. Then a summary is presented to the Application Review Committee that makes the final certification decision. OTCO will then notify us of the certification decision, which may note items that require clarification or correction prior to completing certification. Our proposed resolutions for any minor points of noncompliance will be promptly reviewed by OTCO. If these are cleared, the operation is approved for organic certification. OTCO will then send us its organic certificate. The certificate is a legal document identifying the company’s name and address, category of certification, and the company’s certified organic products/services. If we are approved, our organic certification will remains in effect until surrendered, suspended, or revoked and will need to be updated annually.

Until we are independently certified, we have an agreement with Sensibility Soaps, Inc. to pack our products under its USDA certification.

Manufacturing

We have a contract with a manufacturer of personal care products to produce a series of men’s organic personal care products. Initial production has begun, and we have received a commercial batch of each product, bottle and package for final approval. Additionally, we have completed the process of choosing all the peripheral items involved in the manufacturing and marketing process, including:

·	Shape and size of the product containers

·	Types of caps

Packaging

·	Logo and label designs

·	Unit cartons

Sales and Distribution Strategy

Our goal is for our organic personal care product line for men to become a leading product line in the personal care product marketplace. In order to achieve our goal, we intend to increase awareness of our Product with potential customers, who we anticipate will be department stores as wholesale customers and men as end users. We intend to do this by engaging in the following:

Attending national and regional personal care product promotional events and conferences. There are events and conferences managed by regional and central institutions and organizations to promote personal care related products. We plan to attend a number of events attended by luxury personal care product merchants and representatives in order to further expose our product. These events will include trade meetings, promotional events, seminars, and conferences, which are heavily attended by luxury personal care products wholesalers and representatives, in order to further expose our Products.

Developing direct marketing programs to attract retailers. In addition to attending the foregoing conferences and seminars, we intend to market directly to wholesalers and major department stores. Our marketing will include conducting seminars and the use of online and traditional advertising media such as newspapers and trade publications.

Promoting to the public through internet-based and traditional media advertising. We intend to use Internet-based and traditional media to promote our product directly to the public to raise public awareness of our product. We have recently developed our online store regarding distribution. We are in the process of defining the launch schedule and the promotional events that will surround it. Initially, our products are expected to be sold exclusively online at www.ArthurKaplanCosmetics.com. If we are able to establish a steady level of sales through our website, we anticipate that other distribution avenues will be more readily available.

Intellectual Property Protection

We intend to aggressively assert our rights under trade secret, unfair competition, trademark and copyright laws to protect our intellectual property, including product formulas, proprietary manufacturing processes and technologies, product research and concepts, and recognized trademarks. These rights are protected through the acquisition of patents and trademark registrations, the maintenance of trade secrets, the development of trade dress, and, where appropriate, litigation against those who are, in our opinion, infringing these rights.

We are currently consulting with law firms to protect our brand name and product design. While there can be no assurance that registered trademarks will protect our proprietary information, we intend to assert our intellectual property rights against any infringer. Although any assertion of our rights can result in a substantial cost to, and diversion of effort by, our company, management believes that the protection of our intellectual property rights is a key component of our operating strategy.

Sales Personnel

We do not currently employ any sales personnel. In the short term, we intend to use the services of our management to sell our Product.

In the event we hire sales personnel, we do not intend to do so in the next twelve months unless our revenues are enough to absorb the cost of these personnel.

Significant Equipment

We do not intend to purchase any significant equipment for the next twelve months.

Results of Operations for the period from inception on June 25, 2007 through December 31, 2008

We did not earn any revenues from inception on June 25, 2007 through the period ending December 31, 2008. We are presently in the development stage of our business and we can provide no assurance that we will produce significant revenues from the development of our Products or, if revenues are earned, that we will be profitable.

We incurred expenses (including operating expenses and interest expense) and net losses in the amounts of $24,517 and $64,266 for the periods from our inception on June 25, 2007 through December 31, 2007 and 2008, respectively. We incurred expenses and a net loss of $39,749 during the year ended December 31, 2008. Our operating expenses from inception through December 31, 2008 consisted entirely of general and administrative expenses. We have also incurred interest expenses, which had contributed to our net losses. Our losses are attributable to our expenses combined with a lack of any revenues during our current stage of development. We anticipate our operating expenses will increase as we continue with our plan of operations and begin the sale of our Products.

Liquidity and Capital Resources

As of December 31, 2008, we had current assets, consisting entirely of cash, of $540, current liabilities of $58,256, and a working capital deficit of $57,716. Our cash on hand will not allow us to cover our anticipated expenses for the next twelve months and will not be sufficient to pay any significant unanticipated expenses. We currently do not have any revenues. We will require additional financing to sustain our business operations. We currently do not have any arrangements for financing and we may not be able to obtain financing when required.

We have not attained profitable operations and may be dependent upon obtaining financing to pursue our long-term business plan. For these reasons our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.

Our Operating Activities used $34,580 in cash during the period from Inception through December 31, 2008 and $6,105 in cash during the year ended December 31, 2008. Our net losses during the periods were the primary components for the negative cash flow. Financing Activities generated $35,120 in cash during the period from Inception through December 31, 2008 and $4,500 in cash during the year ended December 31, 2008. No cash was generated or used by Investing Activities during either period.

Going Concern

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has accumulated deficit of $64,266 as of December 31, 2008. The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

Off Balance Sheet Arrangements

As of December 31, 2008, there were no off balance sheet arrangements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data

See the financial statements annexed to this annual report.

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

On August 3, 2009, Board of Directors of the Company dismissed Moore & Associates Chartered, its independent registered public account firm. On the same date, August 3, 2009, the accounting firm of Seale and Beers, CPAs was engaged as the Company's new independent registered public account firm. The Company’s Board of Directors and the Audit Committee approved of the dismissal of Moore & Associates Chartered and the engagement of Seale and Beers, CPAs as its independent auditor. None of the reports of

Moore & Associates Chartered on the Company's financial statements for either of the past two years or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the Company’s audited financial statements contained in its Form 10-K for the fiscal year ended December 31, 2008 a going concern qualification in the Company's audited financial statements.

On August 3, 2009 the Company engaged Seale and Beers, however, on September 10, 2009, the Board of Directors of the Company dismissed Seale and Beers, CPAs and on the same date, the accounting firm of GBH CPAs, PC was engaged as the Company’s new independent registered public accounting firm. The Board of Directors of the Company approved of the dismissal of Seale and Beers, CPAs and the engagement of GBH CPAs, PC as its independent auditor.

On August 27, 2009, the PCAOB revoked the registration of our prior auditor, Moore & Associates Chartered, because of violations of PCAOB rules and auditing standards in auditing financial statements, PCAOB rules and quality controls standards and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and noncooperation with a Board investigation. The Company was notified by the SEC that a due to the revocation, a re-audit of the Company’s financial statements for the year ended December 31, 2008 would be required. For this purpose, GBH CPAs, PC has conducted a re-audit of the Company’s financial statements for the year ended December 31, 2008, for the period from Inception (June 25, 2007) through December 31, 2007 and for the period from Inception (June 25, 2007) through December 31, 2008 and, has conducted an examination of such financial statements which has resulted in the restatement thereof incorporated in this report. In compliance with the SEC’s notification, this report incorporates the re-audited Company financial statements for the year ended December 31, 2008, for the period from Inception (June 25, 2007) through December 31, 2007 and for the period from Inception (June 25, 2007) through December 31, 2008 .

Item 9A(T). Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2008. This evaluation was carried out under the supervision and with the participation of our then Chief Executive Officer and Chief Financial Officer, Mr. Arthur Kaplan. Based upon that evaluation, our then Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2008, our disclosure controls and procedures are not effective due to the lack of sufficient accounting personnel which results in a lack of proper segregation of duties. There have been no significant changes in our internal controls over financial reporting during the quarter ended December 31, 2008 that have materially affected or are reasonably likely to materially affect such controls.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Management’s Annual Report on Internal Control over Financing Reporting

This annual report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the company's registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

Changes in Internal Control over Financial Reporting

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting. Management plans to address the material weakness in internal controls noted above as sufficient resources become available.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The following information sets forth the names of our current directors and executive officers, their ages as of December 31, 2008 and their then positions.

Name	Age	Position Held with the Company
Arthur Kaplan 56C Page Street Gahanna, OH 43230	22	President, Treasurer, and Director
Yuriy Koltsov 56C Page Street Gahanna, OH 43230	26	Secretary

Set forth below is a brief description of the background and business experience of executive officers and directors.

Arthur Kaplan. Arthur Kaplan was our President and Treasurer and sole director from inception through March 31, 2009. Mr. Kaplan has been involved in the medical field since 2002, working doctor's offices, the OSU Medical Center, and eventually conducting research for the Biological Sciences and Arthur G. James Cancer Hospital & Richard J. Solove Research Institute until 2007 in the field of microbiology. Mr. Kaplan is a student at The Ohio State University double majoring in Molecular Genetics Pre-Med track & Business Administration. He has also worked as an Investor Relations Representative, Marketing Assistant, and Demographic Scientist since 2006 in a medical environment. His education and experience in genetics, biology, and business have been significant factors in the development and marketing of our Product line.

Yuriy Koltsov. Yuriy Koltsov was our Secretary from inception through March 31, 2009. Mr. Koltsov is currently a student at Ohio State University in Columbus, Ohio studying Molecular Genetics. From May 2008 to the present, Mr. Kolstov serves as an intern for the City of Columbus Division of Power in Columbus. From January 2004 to July 2008, he worked as Sales & Marketing Manager for Koulian Jewelers in Gahanna Ohio. From September 2005 to January 2007, he worked as a Cancer Genetics Researcher at the Arthur G. James Cancer Hospital & Richard J. Solove Research Institute in Columbus, Ohio. He began his career in 2002 working for a medical agency as an Executive Office Assistant, handling all meetings and required daily documents.

Subsequent Event

Effective March 31, 2009, Messrs. Kaplan and Koltsov resigned their respective officer and director positions and were replaced in their capacities by Arthur Bertagnolli. The following information sets forth the names of our current directors and executive officers, their ages as of January 20, 2010 and their current positions.

Name		Age		Office(s) Held
Arthur Bertagnolli		61		President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer and sole Director

Set forth below is a brief description of the background and business experience of our current executive officers and directors.

Arthur Bertagnolli has been our President, Treasurer, Secretary CEO, CFO and sole director since March 31, 2009. He oversees all responsibilities in the areas of corporate administration, business development, and research. Mr. Bertagnolli began performing contract work for Plantation Exploration in 1988, and became a full-time employee in 1997. He served as our vice-president from 2000 until 2007, and became our President in 2007. His duties have included oil field management, competitive intelligence, demographic studies, strategic marketing, contract negotiations, account acquisition and retention, and advertising and promotion.

Family Relationships

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, during the past five years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Audit Committee

All proceedings of our sole director for the year ended December 31, 2008 were conducted by resolutions consented to in writing by the sole director and filed with the minutes of the proceedings of the director. Our company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. There has been no need to delegate functions to these committees due to the fact that our operations are at a very early stage to justify the effort and expense of creating and maintaining these committees.

Code of Ethics

As of December 31, 2008, we have not adopted a Code of Ethics for Financial Executives, which include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, as required by sections 406 and 407 of the Sarbanes-Oxley Act of 2002. Our management believes that the size of our company and current operations at this time do not require a code of ethics to govern the behavior of our two officers. We anticipate that we will adopt a code of ethics once we commence operations.

Item 11. Executive Compensation

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to both to our officers and to our directors for all services rendered in all capacities to us for our fiscal years ended December 31, 2008 and 2007.

SUMMARY COMPENSATION TABLE
Name and principal position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Arthur Kaplan,	2008		0		0		0		0		0		0		0		0
President, Treasurer and Director	2007		0		0		0		0		0		0		0		0

Narrative Disclosure to the Summary Compensation Table

Although we do not currently compensate our officers, we reserve the right to provide compensation at some time in the future. Our decision to compensate officers depends on the availability of our cash resources with respect to the need for cash to further our business purposes.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDS

STOCK AWARDS

Name

Number of

Securities

Underlying

Unexercised

Options

(#)

Exercisable

Number of

Securities

Underlying

Unexercised

Options

(#)

Unexercisable

Equity

Incentive

Plan

Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options

(#)

Option

Exercise

Price

($)

Option

Expiration

Date

Number

Of Shares

or Units

of Stock That Have

Not Vested

(#)

Market

Value

Of Shares

Or Units

Of Stock

That Have

Not Vested

($)

Equity

Incentive

Plan

Awards:

Number

Of Unearned

Shares,

Units or

Other

Rights

That Have

Not

Vested

(#)

Equity

Incentive

Plan

Awards:

Market or

Payout

Value of

Unearned

Shares,

Units or

Other

Rights

That

Have Not

Vested

(#)

Arthur Kaplan,

President and Treasurer

Yuriy Koltsov, Secretary

Stock Option Grants

We have not granted any stock options to the executive officers or directors since our inception.

Outstanding Equity Awards at Fiscal Year-End

The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of December 31, 2008.

Compensation of Directors

The table below summarizes all compensation of our directors as of December 31, 2008.

DIRECTOR COMPENSATION

Name

Fees

Earned or

Paid in

Cash

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive

Plan

Compensation

($)

Non-Qualified

Deferred

Compensation

Earnings

($)

All

Other

Compensation

($)

Total

($)

Arthur Kaplan

Narrative Disclosure to the Director Compensation Table

We do not pay any compensation to our directors at this time. However, we reserve the right to compensate our directors in the future with cash, stock, options, or some combination of the above.

Stock Option Plans

We did not have a stock option plan in place as of December 31, 2008.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information known to us with respect to the beneficial ownership of our Common Stock as of December 31, 2008, by (1) all persons who are beneficial owners of 5% or more of our voting securities, (2) each director, (3) each executive officer, and (4) all directors and executive officers as a group. The information regarding beneficial ownership of our common stock has been presented in accordance with the rules of the Securities and Exchange Commission. Under these rules, a person may be deemed to beneficially own any shares of capital stock as to which such person, directly or indirectly, has or shares voting power or investment power, and to beneficially own any shares of our capital stock as to which such person has the right to acquire voting or investment power within 60 days through the exercise of any stock option or other right. The percentage of beneficial ownership as to any person as of a particular date is calculated by dividing (a) (i) the number of shares beneficially owned by such person plus (ii) the number of shares as to which such person has the right to acquire voting or investment power within 60 days by (b) the total number of shares outstanding as of such date, plus any shares that such person has the right to acquire from us within 60 days. Including those shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.

Except as otherwise indicated, all Shares are owned directly and the percentage shown is based on 15,100,000 Shares of Common Stock issued and outstanding as of December 31, 2008. Addresses for all of the individuals listed in the table below are c/o 56C Page Street, Gahanna, Ohio 43230

Name and Address of Beneficial Owners of Common Stock1	Title of Class	Amount and Nature of Beneficial Ownership		% of Common Stock2
Arthur Kaplan	Common Stock		10,100,000		66.89	%
Yuriy Kostslav	Common Stock		0		0	%
DIRECTORS AND OFFICERS – TOTAL	Common Stock		10,100,000		66.89	%

5% SHAREHOLDERS
NONE	Common Stock

Item 13. Certain Relationships and Related Transactions, and Director Independence

Except as provided below, none of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction over the last two years or in any presently proposed transaction which, in either case, has or will materially affect us.

We received a loan from our officer and director in the amount of $25,000 in the form of a convertible demand promissory note. The note bears interest at 10% per annum and is convertible into shares of our common stock at an exercise price of $0.01 per share.

As of the date of this annual report, our common stock is traded on the OTC Bulletin Board (the “Bulletin Board”). The Bulletin Board does not impose on us standards relating to director independence or the makeup of committees with independent directors, or provide definitions of independence.

Item 14. Principal Accounting Fees and Services

Below is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial statements for the years ended:

Financial Statements for the Year Ended December 31	Audit Services		Audit Related Fees		Tax Fees		Other Fees
2008	$	3,000	$	0	$	0	$	0
2007	$	3,000	$	0	$	0	$	0

PART IV

Item 15. Exhibits, Financial Statements Schedules

Index to Financial Statements Required by Article 8 of Regulation S-X:

Audited Financial Statements:
F-1	Report of Independent Registered Public Accounting Firm
F-2	Balance Sheets as of December 31, 2008 and 2007;
F-3	Statements of Operations for the year ended December 31, 2008, and the periods from inception to December 31, 2007, and from inception to December 31, 2008;
F-4	Statement of Stockholders’ Equity (Deficit) for the period from inception to December 31, 2008;
F-5	Statements of Cash Flows for the year ended December 31, 2008, and the periods from inception to December 31, 2007, and from inception to December 31, 2008;
F-6	Notes to Financial Statements

Exhibit Number		Description
3.1		Articles of Incorporation, as amended (1)
3.2		Bylaws, as amended (1)
31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

1 Incorporated by reference to the Registration Statement on Form S-1 filed on June 26, 2008.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Savoy Energy Corporation (fka Arthur Kaplan Cosmetics, Inc.)

By:	/s/ Arthur Bertagnolli
	Arthur Bertagnolli President, Secretary, Treasurer, and Director

	January 26, 2010

In accordance with Section 13 or 15(d) of the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:

By:	/s/ Arthur Bertagnolli
	Arthur Bertagnolli President, Treasurer, and Director

	January 26, 2010

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Savoy Energy Corporation

(FKA Arthur Kaplan Cosmetics, Inc.)

(A Development Stage Company)

Houston, Texas

We have audited the accompanying balance sheets of Savoy Energy Corporation (fka Arthur Kaplan Cosmetics, Inc.) (A Development Stage Company) as of December 31, 2008 and 2007, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the year ended December 31, 2008, and from inception on June 25, 2007 through December 31, 2007, and from inception on June 25, 2007 through December 31, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Savoy Energy Corporation (fka Arthur Kaplan Cosmetics, Inc.) (A Development Stage Company) as of December 31, 2008 and 2007, and the results of its operations and its cash flows for the year ended December 31, 2008, and from inception on June 25, 2007 through December 31, 2007, and from inception on June 25, 2007 through December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has not generated revenues and has an accumulated deficit of $64,266 as of December 31, 2008, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ GBH CPAs, PC

GBH CPAs, PC

www.gbhcpas.com

Houston, Texas

January 26, 2010

F-1

SAVOY ENERGY CORPORATION

(FKA ARTHUR KAPLAN COSMETICS, INC.)

(A Development Stage Company)

Balance Sheets

	December 31, 2008 (Restated)			December 31, 2007 (Restated)
ASSETS

CURRENT ASSETS

Cash	$	540		$	2,145
Prepaid expenses		-			5,000

Total Current Assets		540			7,145

TOTAL ASSETS	$	540		$	7,145

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

Accounts payable	$	25,062		$	-
Related party payables		29,500			25,000
Accrued interest payable		3,694			1,042

Total Current Liabilities		58,256			26,042

STOCKHOLDERS' EQUITY (DEFICIT)

Common stock, 100,000,000 shares authorized at par value of $0.001, 60,400,000 shares issued and outstanding		60,400			60,400
Additional paid-in capital		(53,850	)		(54,780	)
Deficit accumulated during the development stage		(64,266	)		(24,517	)

Total Stockholders' Equity (Deficit)		(57,716	)		(18,897	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	540		$	7,145

The accompanying notes are an integral part of these financial statements.

F-2

SAVOY ENERGY CORPORATION

(FKA ARTHUR KAPLAN COSMETICS, INC.)

(A Development Stage Company)

Statements of Operations

	For the Year Ended December 31, 2008 (Restated)			From Inception on June 25, 2007 Through December 31, 2007 (Restated)			From Inception on June 25, 2007 Through December 31, 2008 (Restated)

REVENUES	$	-		$	-		$	-
COST OF SALES		-			-			-
GROSS MARGIN		-			-			-

OPERATING EXPENSES

General and administrative		37,097			23,475			60,572

Total Operating Expenses		37,097			23,475			60,572

INCOME (LOSS) FROM OPERATIONS		(37,097	)		(23,475	)		(60,572	)

OTHER EXPENSES

Interest expense		(2,652	)		(1,042	)		(3,694	)

Total Other Expenses		(2,652	)		(1,.042	)		(3,694	)

LOSS BEFORE INCOME TAXES		(39,749	)		(24,517	)		(64,266	)
PROVISION FOR INCOME TAXES		-			-			-

NET LOSS	$	(39,749	)	$	(24,517	)	$	(64,266	)

BASIC LOSS PER SHARE	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		60,400,000			60,400,000

The accompanying notes are an integral part of these financial statements.

F-3

SAVOY ENERGY CORPORATION

(FKA ARTHUR KAPLAN COSMETICS, INC.)

(A Development Stage Company)

Statements of Stockholders' Equity (Deficit)

(Restated)

	Common Stock				Additional Paid-in			Deficit Accumulated During the Development
	Shares		Amount		Capital			Stage			Total

Balance, inception, June 25, 2007		-	$	-	$	-		$	-		$	-

Common stock issued for cash, net of direct issuance costs of $390		60,400,000		60,400		(54,780	)		-			5,620

Net loss for the period ended December 31, 2007		-		-		-			(24,517	)		(24,517	)

Balance, December 31, 2007		60,400,000		60,400		(54,780	)		(24,517	)		(18,897	)

Services paid for by shareholder		-		-		930			-			930

Net loss for the year ended December 31, 2008		-		-		-			(39,749	)		(39,749	)

Balance, December 31, 2008		60,400,000	$	60,400	$	(53,850	)	$	(64,266	)	$	(57,716	)

The accompanying notes are an integral part of these financial statements.

F-4

SAVOY ENERGY CORPORATION

(FKA ARTHUR KAPLAN COSMETICS, INC.)

(A Development Stage Company)

Statements of Cash Flows

	For the Year Ended December 31, 2008 (Restated)			From Inception on June 25, 2007 Through December 31, 2007 (Restated)			From Inception on June 25, 2007 Through December 31, 2008 (Restated)

OPERATING ACTIVITIES

Net loss	$	(39,749	)	$	(24,517	)	$	(64,266	)
Adjustments to reconcile net loss to net cash used by operating activities:
Donated capital		930			-			930
Changes to operating assets and liabilities:
Prepaid expenses		5,000			(5,000	)		-
Changes in accounts payable		25,062			-			25,062
Changes in accrued interest payable		2,652			1,042			3,694

Net Cash Used in Operating Activities		(6,105	)		(28,475	)		(34,580	)

INVESTING ACTIVITIES

Purchase of property and equipment		-

Net Cash Used in Investing Activities		-			-			-

FINANCING ACTIVITIES

Proceeds from related party payables		4,500			25,000			29,500
Proceeds from common stock issued, net of direct issuance costs of $-, $390 and $390		-			5,620			5,620

Net Cash Provided by Financing Activities		4,500			30,620			35,120

NET INCREASE (DECREASE) IN CASH		(1,605	)		2,145			540

CASH AT BEGINNING OF PERIOD		2,145			-			-

CASH AT END OF PERIOD	$	540		$	2,145		$	540

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

CASH PAID FOR:
Interest	$	-		$	-		$	-
Income Taxes	$	-		$	-		$	-

The accompanying notes are an integral part of these financial statements.

F-5

SAVOY ENERGY CORPORATION

(FKA ARTHUR KAPLAN COSMETICS, INC.)

(A Development Stage Company)

Notes to Financial Statements

December 31, 2008 and 2007

1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Savoy Energy Corporation was incorporated as Arthur Kaplan Cosmetics, Inc. (the Company) in the State of Nevada on June 25, 2007. The Company was incorporated to engage in the business of the development, production, and distribution of cosmetic products (See Note 5. Subsequent Events)

Accounting Basis

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The Company has adopted a December 31 fiscal year end.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Basic Loss per Common Share

Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. In periods where losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, if any, because their inclusion would be anti-dilutive.

	For the Year Ended December 31, 2008			From Inception on June 25, 2007 Through December 31, 2007
Loss (numerator)	$	(39,749	)	$	(24,517	)
Shares (denominator)		60,400,000			60,400,000
Per share amount	$	(0.00	)	$	(0.00	)

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

Impairment of Long-Lived Assets

The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

F-6

1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes

The Company provides for income taxes under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. The Company’s predecessor operated as entity exempt from Federal and State income taxes.

SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 39% to the net loss before provision for income taxes for the following reasons:

	For the Year Ended December 31, 2008			From Inception on June 25, 2007 Through December 31, 2007
Income tax expense at statutory rate	$	(15,502	)	$	(9,561	)
Change in Valuation allowance		15,502			9,561
Income tax expense per books	$	-		$	-

Net deferred tax assets consist of the following components as of:

	December 31, 2008			December 31, 2007
NOL carryover	$	25,063		$	9,561
Valuation allowance		(25,063	)		(9,561	)
Net deferred tax asset	$	-		$	-

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards of $64,266 for federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs, net operating loss carry forwards may be limited as to use in future years.

Recently Issued Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the results of operations, financial position or cash flow.

F-7

1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We believe that the adoption of FSP EITF 03-6-1 will not have a material effect on our financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements —an amendment of ARB No. 51. This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s financial position, results of operations or cash flows.

In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations.’ This Statement replaces FASB Statement No. 141, Business Combinations , but retains the fundamental requirements in Statement 141. This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements . The Company will adopt this statement beginning January 1, 2009. The adoption of SFAS 141(R) impacted the Company’s accounting and financial reporting related to a business combination in April 2009 (see Note 5 Subsequent Events).

In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities —Including an Amendment of FASB Statement No. 115. This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. SFAS No. 159 is effective as of the beginning of an entities first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value Measurements . The Company adopted SFAS No. 159 beginning March 1, 2008. The adoption of this pronouncement did not have an impact on the Company’s financial position, results of operations or cash flows.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this statement does not require any new fair value measurements. However, for some entities, the application of this statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including financial statements for an interim period within that fiscal year. The Company adopted this statement March 1, 2008. The adoption of this pronouncement did not have an impact on the Company’s financial position, results of operations or cash flows.

F-8

2.	COMMON STOCK

During the period ended December 31, 2007, we issued 10,010,000 shares of common stock to Mr. Arthur Kaplan, the Company’s president. These shares were issued at a price of $0.0001 per share, for total proceeds of $1,010.

On October 1, 2007, we completed an offering of shares of our common stock to a total of twenty-nine (29) purchasers in an offering under Rule 504 of Regulation D of the Securities Act of 1933. We issued 5,000,000 shares of our common stock at the price of $0.001 per share for total proceeds of $5,620 (net of direct issuance costs of $390).

On May 29, 2008, the Company’s common stock was forward split on a 10 shares for 1 share basis. Effective June 2, 2009, our board of directors approved a forward split of the Company’s common stock on the basis of four shares for each share issued and outstanding. The total number of authorized shares was not changed. The accompanying financial statements reflect the forward stock splits on a retroactive basis. The par value of the Company’s common stock remained at $0.001 per share resulting in negative additional paid-in-capital to account for certain shares issued at less than par value after adjusting for the split.

On June 4, 2009, the Company issued 996,000 shares of its common stock for consulting services to a non-related third party valued at approximately $189,000. The $189,000 fair value of the 300,000 shares was based on the Company’s stock price on the date of grant and was expensed at the grant date as there was no requisite service period.

On October 7, 2009 the Board of Directors granted 400,000 shares of common stock as payment to Art Bertagnolli for accrued salary valued at approximately $60,000. The $60,000 fair value of the 300,000 shares was based on the Company’s stock price on the date of grant and was expensed over the requisite service period from April 2009 through September 2009.

On October 7, 2009, the Board of Directors granted 300,000 shares of common stock to directors of the Company for director fees valued at approximately $45,000. The $45,000 fair value of the 300,000 shares was based on the Company’s stock price on the date of grant and was expensed over the requisite service period from July 2009 through September 2009.

On October 7, 2009 the Board of Directors granted 100,000 shares of common stock to a consultant for services valued at approximately $15,000. The $15,000 fair value of the 100,000 shares was based on the Company’s stock price on the date of grant and was expensed at the grant date as there was no requisite service period.

On November 18, 2009, the Board of Directors granted 1,000,000 shares of common stock for consulting fees to a non-related third party. The $110,000 fair value of the 1,000,000 shares was based on the Company’s stock price on the date of grant and was expensed at the grant date as there was no requisite service period.

3.	GOING CONCERN

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

F-9

4.	RELATED PARTY TRANSACTIONS

In July 2007, we received a loan from a former officer and director in the amount of $25,000 in the form of a convertible demand promissory note. The note bears interest at 10% per annum and is convertible into shares of our common stock at an exercise price of $0.01 per share. Additionally, the holder may at any time prior to payment in full of any outstanding principal and interest payments, convert all or any portion of the loan to equity at a conversion price of $0.01 per share of common stock. At December 31, 2008, if the holder converted the entire principal balance of the loan, he would have received 2,500,000 shares of common stock. The Company evaluated the terms of the loan in accordance with EITF 98-5 and EITF 00-27 and concluded that the conversion feature of the loan did not result in a derivative or a beneficial conversion feature since the loan is convertible into a fixed number of shares and the loan was not convertible into shares of common stock at a discount to the market value of the common stock at the time the loan was issued.

During 2008, an officer and director paid $4,500 of expenses on behalf of the Company. The advances were unsecured, non interest bearing, and had no specific terms for repayment. The amount has been included in related party payables in the financial statements as of December 31, 2008.

During 2008, a shareholder of the company paid for $930 of the Company’s legal expenses. The $930 has been recognized as legal expenses and additional paid in capital in the financial statements as of and for the year ended December 31, 2008.

In April 2009 (See Note 5 Subsequent Events) the Company’s former Chief Executive Officer and sole director, Mr. Arthur Kaplan, agreed to purchase the Company’s cosmetics business in exchange for the cancellation and return all of his common stock into treasury and the forgiveness of debts owed to him. Specifically, in the stock purchase agreement, Mr. Kaplan retired 10,100,000 shares of the Company’s common stock and forgave the Company $33,194 in related party payables (comprised of the $25,000 convertible demand promissory note, accrued interest of $3,694 thereon and the $4,500 of advances) in exchange for our business of developing, manufacturing, and selling organic personal care products specifically for men and any assets that relate to that business.

5.	SUBSEQUENT EVENTS

In April 2009, the Company completed its acquisition of Plantation Exploration, Inc., a privately held Texas corporation (“Plantation Exploration”). In conjunction with the acquisition of Plantation Exploration, the Company merged into a wholly-owned subsidiary of the Company, Savoy Energy Corporation and changed our name to Savoy Energy Corporation.

Following are the terms of the Purchase Agreement:

The sole shareholder of all of the capital stock of Plantation Exploration issued and outstanding immediately prior to the closing of the Merger exchanged his shares into 2,000,000 shares of our common stock. As a result, the sole shareholder of Plantation Exploration received 2,000,000 newly issued shares of our common stock.

As a result, immediately following the Merger, there were 17,100,000 shares of our common stock issued and outstanding.

Our board of directors was reconstituted to consist of Arthur Bertagnolli who, prior to the merger, was the sole director of Plantation Exploration. In connection with the merger, we entered into an employment agreement with Mr. Bertagnolli to serve as CEO and director of our company. The Company determined that the amounts included in the employment agreement should be accounted for separately from the business combination and considered post-combination events that will be treated as compensation expense in the post-combination financial statements. In making the assessment, the Company considered the factors in FASB ASC paragraph 805-10-55-18, which include: (a) reasons for the transaction; (b) who initiated the transaction; and (c) and the timing of the transaction.

The preliminary purchase price of Plantation Exploration was approximately $160,000, consisting of the Company’s common stock valued at approximately $160,000. The value of the 2,000,000 shares of the Company’s common stock issued was determined using acquisition-date fair value of $0.08 per share on April 2, 2009.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition. The purchase price allocation herein is based on management’s preliminary assessment of the fair value of both the assets acquired and liabilities assumed. The Company is in the process of reviewing the preliminary valuation of certain acquired assets and liabilities; thus, the allocation of the purchase price is subject to refinement.

F-10

Current assets	$	6,000

Property, plant, and equipment		810,000

Other noncurrent assets		-

Identifiable intangible assets		-

Goodwill		-

Total assets acquired		816,000
Current liabilities		647,000

Other noncurrent liabilities		9,000

Long-term debt		-

Total liabilities assumed		656,000
Net assets acquired	$	160,000

There was no acquired identifiable intangible assets, customer relationships, developed technology or trade names. The excess of the fair value of the consideration paid by the Company over the fair value of the net assets of Plantation Exploration was assigned to its oil and gas properties (property, plant and equipment in the table above).

Immediately following the closing of the Merger, in a separate transaction, our former Chief Executive Officer and sole director, Mr. Arthur Kaplan, agreed to purchase our former cosmetics business in exchange for the cancellation and return all of his common stock into treasury and the forgiveness of debts we owed to him. Mr. Kaplan retired 10,100,000 shares of our common stock and forgave our company $33,194 in related party payables in exchange for our prior business of developing, manufacturing, and selling organic personal care products specifically for men and any assets that relate to that business.

NOTE 10 – RESTATED FINANCIAL STATEMENTS

On August 27, 2009, the PCAOB revoked the registration of the Company’s former registered public accounting firm, Moore & Associated Chartered because of violations of PCAOB rules and auditing standards in auditing financial statements, PCAOB rules and quality controls standards, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and noncooperation with a Board investigation. The Company was notified by the SEC that a due to the revocation, a reaudit of the Company’s financial statements for the year ended December 31, 2008 would be required.

As a result of the re-audit of December 31, 2008 and 2007 financial statements material errors have been identified in its previously issued financial statements. These misstatements require that the financial statements for the fiscal years ended December 31, 2008 and 2007 to be restated.

Below is a summary of the changes made to the financial statements previously filed for the periods ended December 31, 2008 and December 31, 2007.

F-11

As of December 31, 2008	As Originally Reported			Adjustments			As Restated
Cash		540						540
Prepaid expenses		-						-
Total Current Assets		540						540
TOTAL ASSETS		540						540

Accounts payable		2,258			22,804	[1]		25,062
Related party payables		29,500						29,500
Accrued interest payable		3,694						3,694
Total Current Liabilities		35,452			22,804			58,256

Common stock		15,100			45,300	[2]		60,400
Additional paid-in capital		(9,090	)		(44,760	)[3]		(53,850	)
Deficit accumulated during the development stage		(40,922	)		(23,344	)[4]		(64,266	)
Total Stockholders’ Equity (Deficit)		(34,912	)		(22,804	)		(57,716	)
TOTAL LIABILTIES AND STOCKHOLDERS’ EQUITY (DEFICIT)		540						540

For the year ended December 31, 2008	As Originally Reported			Adjustments			As Restated
Revenues		-						-
General and administrative expenses		8,363			28,734	[5]		37,097
Interest expense		2,652						2,652
Income tax expense		-						-
Net Loss		11,015			28,734			39,749

Basic and diluted
Net loss per common share	$	(0.00	)				$	(0.00	)

Weighted average common shares outstanding		15,100,000						60,400,000

Adjustment Entry Description as of and for the year ended December 31, 2008:
[1]	Adjust for the accrual of legal fees for 2008 of $22,804 incurred in 2008.
[2]	Adjust for the 4:1forward stock split (June 2009) of $45,300.
[3]	Adjust for the 4:1 forward stock split (June 2009) of $45,690 less the contribution of $930 of legal expenses paid for by a shareholder.
[4]	Sum of the adjustments for the contribution of $930 of legal expenses paid for by a shareholder and the accrual of legal fees for 2008 of $22,804 less $390 direct issuances costs of common stock reclassified to additional paid in capital.
[5]	Sum of the adjustments to accrue legal fees for 2008 of $22,804 incurred in 2008, $5,000 paid in 2007, and $930 paid for by a shareholder.

F-12

As of December 31, 2007	As Originally Reported			Adjustments			As Restated
Cash		2,145						2,145
Prepaid expenses		-		5,000		[1]		5,000
Total Current Assets		2,145			5,000			7,145
TOTAL ASSETS		2,145			5,000			7,145

Accounts payable		-						-
Related party payables		25,000						25,000
Accrued interest payable		1,042						1,042
Total Current Liabilities		26,042						26,042

Common stock		15,100			45,300	[2]		60,400
Additional paid-in capital		(9,090	)		(45,690	)[3]		(54,780	)
Deficit accumulated during the development stage		(29,907	)		(5,390	)[4]		(24,517	)
Total Stockholders’ Equity (Deficit)		(23,897	)		(5,000	)		(18,897	)
TOTAL LIABILTIES AND STOCKHOLDERS’ EQUITY (DEFICIT)		2,145			5,000			7,145

For the period from Inception through December 31, 2007	As Originally Reported			Adjustments			As Restated
Revenues		-						-
General and administrative expenses		23,897			(422	)[4]		23,475
Interest expense		6,010			(4,968	)[4]		1,042
Income tax expense		-						-
Net Loss		29,907			5,390			24,517

Basic and diluted
Net loss per common share	$	(0.00	)				$	(0.00	)

Weighted average common shares outstanding		15,100,000						60,400,000

Adjustment Entry Description as of and for the year ended December 31, 2007:
[1]	Adjust for the prepayment of legal fees for 2008 of $5,000.
[2]	Adjust for the 4:1forward stock split (June 2009) of $45,300.
[3]	Adjust for the 4:1 forward stock split (June 2009) of $45,690.
[4]	Sum of the adjustments to accrue legal fees for 2008 of $5,000 paid in 2007, $390 of direct issuance costs for common stock issued in 2007 to additional paid in capital and to reclassify $4,968 that was originally recorded as interest expense.

F-13

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