VERDE SCIENCE, INC. - FORM 10-K

Attached files

file	filename
EX-32.1 - CEO SECTION 906 CERTIFICATION - VERDE SCIENCE, INC.	ex32-1.txt
EX-32.2 - CFO SECTION 906 CERTIFICATION - VERDE SCIENCE, INC.	ex32-2.txt
EX-31.1 - CEO SECTION 302 CERTIFICATION - VERDE SCIENCE, INC.	ex31-1.txt
EX-31.2 - CFO SECTION 302 CERTIFICATION - VERDE SCIENCE, INC.	ex31-2.txt

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURUTIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010
Commission file number 000-53253

AVRO ENERGY INC
(Exact Name of Registrant as Specified in Its Charter)

Nevada 20-8387017
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

213 E Arkansas Ave
Vivian, LA 71082, USA
(Address of Principal Executive Offices & Zip Code)

318-734-4737
(Telephone Number)

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant 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 is not contained herein, and will not be contained, to the
best of registrant'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. [ ]

Indicate by check mark whether the registrant 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. (Check one):

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of April 15, 2011, the registrant had 40,577,160 shares of common stock
issued and outstanding.

AVRO ENERGY INC.
TABLE OF CONTENTS

Item 1. Business.............................................................. 3

Item 1A. Risk Factors......................................................... 6

Item 2. Properties............................................................13

Item 3. Legal Proceedings.....................................................13

Item 4. Submission of Matters to a Vote of Security Holders...................13

Item 5. Market for Common Equity and Related Stockholder Matters..............13

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................14

Item 8. Financial Statements..................................................15

Item 9. Changes in and Disagreements with Accountants on Financial Disclosure.29

Item 9A. Controls and Procedures..............................................29

Item 10. Directors, Executive Officers and Control Persons....................32

Item 11. Executive Compensation...............................................33

Item 12. Security Ownership of Certain Beneficial Owners and Management.......34

Item 13. Certain Relationships and Related Transactions.......................35

Item 14. Principal Accounting Fees and Services...............................35

Item 15. Exhibits.............................................................36

Signatures....................................................................36

PART I

ITEM 1. BUSINESS

SUMMARY

COMPANY OVERVIEW

Avro Energy, Inc. (hereinafter referred to as the "Company") was incorporated on
January 31, 2007 by filing Articles of Incorporation under the Nevada Secretary
of State. The Company is engaged in the acquisition, exploration and development
of oil and natural gas properties in North America, with current properties in
the ArkLaTex region. The company seeks to develop low risk opportunities by
itself or with joint venture partners in the oil and natural gas sectors.

The Company filed its articles of incorporation with the Nevada Secretary of
State on January 31, 2007, indicating Mike P. Kurtanjek as its Director and its
President and sole executive officer. Mr. Michael Heenan was appointed as a
Director of the Company on June 1, 2007. Ms. Marilyn Woodruff was appointed as a
Director of the Company on June 1, 2007. Ms. Woodruff was also appointed as the
Secretary for the Company effective June 1, 2007. On June 11, 2008 Ms. Woodruff
resigned as Secretary and Director and Mr. Donny Fitzgerald replaced her as
Secretary and Director.

On January 31, 2007 (inception), the Company issued 25,000,000 founders' shares
for $86,250. On September 1, 2007, the Company issued 264,000 shares for
$66,000. On October 1, 2007, the Company issued 186,560 shares for $46,640. On
May 31, 2010, the Company issued 1,000,000 Units at a price of $0.25 per Unit
for total proceeds of $250,000. Each Unit issued consisted of one restricted
common share and one half share purchase warrant. Two half warrants entitles a
Subscriber to acquire one restricted common share at a purchase price of $0.50
per Share for a period of 18 months from the date of issue. On July 8, 2010 the
company issued 1,125,000 restricted shares at par for a total proceeds of
$1,125. On September 13, 2010, the company entered agreements to convert various
outstanding loans into restricted shares of the Company. The total amount owing
to its creditors was $390,048, and each agreed to the issuance of restricted
shares of the Company to settle this outstanding debt. As a result, the Company
agreed to issue a total of 13,001,600 shares in settlement of this debt, or at a
price of $0.03 per share. The total fair value of the shares was $650,080 based
on the closing price resulting in a loss of settlement of debt of $260,032.

We are contemplating raising additional capital to finance our exploration
programs. No final decisions regarding the program or financing have been made
at this time.

HOSS HOLMES LEASE

On August 26, 2009, Avro entered into an agreement to acquire for $100,000 the
Hoss Holmes Lease located near Hosston, Louisiana, from Fredco LLC, a Louisiana
private oil and gas operator. The company closed the acquisition of the property
on September 30, 2009.

On February 23, 2010 the company divested the assets being the Hoss Holmes, near
Hosston Louisiana for $60,000.

HERRINGS LEASE

On August 10, 2009, Avro Energy, Inc. entered into an agreement to acquire
various oil leases near Hosston, Louisiana, from S.A.M., a Louisiana private
partnership, and private oil and gas operator. Under the terms of the agreement,
the Company has agreed to pay a total of ten dollars ($10) plus a one-fifth
royalty interest in exchange for the exclusive grant, lease, and let of the
following oil and gas leases:

One, Two, Three and Four (1-4) inclusive, Block One (1) Town of Hosston,
together with all abandoned alleyways and streets insofar as it covers and
affects the surface of the earth and the base of the Nacatosh Formation together
with wells being Herring No. 1, Serial No 184124, and Herring No. 2, Serial No.
184735.

MUSLOW LEASE

On September 9, 2009, Avro Energy, Inc. entered into an agreement and acquire
four oil and gas leases in Caddo Parish, Louisiana, from a private oil and gas
operator for $70,000. The first three leases are the Muslow A, B, and C Leases,
which in total comprise of 8 wells and equipment, of which 2 are currently
producing. The fourth lease is the Caddo Levee Board Lease, comprising of 13
wells and equipment, of which 4 are currently producing.

ARKANSA LEASE

On October 24, 2009 Avro Energy, Inc. signed a letter agreement to acquire
eleven producible deep oil wells north of Hosston, Louisiana, and in Southern
Arkansas. Seven of these wells are in production. The deepest of these wells
produce from the Smackover formation at 7800 feet. Four other wells are capable
of production after work over operation has been completed. Also included with
the agreement are three disposal wells.

The terms of this agreement allowed the Company to pay $385,000, over a seven
month period, with the first payment of $50,000 paid on November 24, 2009. The
terms of the agreement allow Avro to receive production starting from November
1, 2009. On June 30, 2010 the last payment to complete the purchase for this
property was made.

BANKRUPTCY OR SIMILAR PROCEEDINGS

We have not been the subject of a bankruptcy, receivership or similar
proceedings.

COMPETITION AND MARKETS

We face competition from other oil and natural gas companies in all aspects of
our business, including acquisition of producing properties and oil and natural
gas leases, marketing of oil and natural gas, and obtaining goods, services and
labor. Many of our competitors have substantially larger financial and other
resources than we have. Factors that affect our ability to acquire producing
properties include available funds, available information about prospective
properties and our limited number of employees.

The availability of a ready market for and the price of any hydrocarbons
produced will depend on many factors beyond our control including, but not
limited to, the amount of domestic production and imports of foreign oil and
liquefied natural gas, the marketing of competitive fuels, the proximity and
capacity of natural gas pipelines, the availability of transportation and other
market facilities, the demand for hydrocarbons, the effect of federal and state
regulation of allowable rates of production, taxation, the conduct of drilling
operations and federal regulation of natural gas. All of these factors, together
with economic factors in the marketing arena, generally affect the supply of
and/or demand for oil and natural gas and thus the prices available for sales of
oil and natural gas.

REGULATORY CONSIDERATIONS

Proposals and proceedings that might affect the oil and gas industry are
periodically presented to Congress, the Federal Energy Regulatory Commission
("FERC"), the Minerals Management Service ("MMS"), state legislatures and
commissions and the courts. We cannot predict when or whether any such proposals
may become effective. This industry is heavily regulated. There is no assurance
that the regulatory approach currently pursued by various agencies will continue
indefinitely. Notwithstanding the foregoing, except for the water quality issue
described below, we currently do not anticipate that compliance with existing
federal, state and local laws, rules and regulations, will have a material or
significantly adverse effect upon our capital expenditures, earnings or
competitive position. No material portion of our business is subject to
renegotiation of profits or termination of contracts or subcontracts at the
election of the federal government.

Our operations are subject to various types of regulation at the federal, state
and local levels. This regulation includes requiring permits for drilling wells,
maintaining bonding requirements in order to drill or operate wells and
regulating the location of wells, the method of drilling and casing wells, the
surface use and restoration of properties upon which wells are drilled, the
plugging and abandoning of wells and the disposal of fluids used or generated in
connection with operations. Our operations are also subject to various
conservation laws and regulations. These include the regulation of the size of
drilling and spacing units or proration units and the density of wells which may
be drilled and the unitization or pooling of oil and natural gas properties. In
addition, state conservation laws sometimes establish maximum rates of

production from oil and natural gas wells, generally prohibit the venting or
flaring of natural gas and impose certain requirements regarding the ratability
of production. The effect of these regulations may limit the amount of oil and
natural gas we can produce from our wells in a given state and may limit the
number of wells or the locations at which we can drill.

Currently, there are no federal, state or local laws that regulate the price for
our sales of natural gas, natural gas liquids, crude oil or condensate. However,
the rates charged and terms and conditions for the movement of gas in interstate
commerce through certain intrastate pipelines and production area hubs are
subject to regulation under the Natural Gas Policy Act of 1978, as amended.
Pipeline and hub construction activities are, to a limited extent, also subject
to regulations under the Natural Gas Act of 1938, as amended. While these
controls do not apply directly to us, their effect on natural gas markets can be
significant in terms of competition and cost of transportation services, which
in turn can have a substantial impact on our profitability and costs of doing
business. Additional proposals and proceedings that might affect the natural gas
and crude oil extraction industry are considered from time to time by Congress,
FERC, state regulatory bodies and the courts. We cannot predict when or if any
such proposals might become effective and their effect, if any, on our
operations. We do not believe that we will be affected by any action taken in
any materially different respect from other crude oil and natural gas producers,
gatherers and marketers with whom we compete.

State regulation of gathering facilities generally includes various safety,
environmental and in some circumstances, nondiscriminatory take requirements.
This regulation has not generally been applied against producers and gatherers
of natural gas to the same extent as processors, although natural gas gathering
may receive greater regulatory scrutiny in the future.

Various federal, state and local laws regulating the discharge of materials into
the environment, or otherwise relating to the protection of the environment,
directly impact oil and natural gas exploration, development and production
operations, and consequently may impact our operations and costs. These
regulations include, among others, (i) regulations by the Environmental
Protection Agency ("EPA"), and various state agencies regarding approved methods
of disposal for certain hazardous and non-hazardous wastes; (ii) the
Comprehensive Environmental Response, Compensation and Liability Act, and
analogous state laws, which regulate the removal or remediation of previously
disposed wastes (including wastes disposed of or released by prior owners or
operators), property contamination (including groundwater contamination), and
remedial plugging operations to prevent future contamination; (iii) the Clean
Air Act and comparable state and local requirements, which may require certain
pollution controls with respect to air emissions from our operations; (iv) the
Oil Pollution Act of 1990, which contains numerous requirements relating to the
prevention of and response to oil spills into waters of the United States; (v)
the Resource Conservation and Recovery Act, which is the principal federal
statute governing the treatment, storage and disposal of hazardous wastes.

To date, compliance with environmental laws and regulations has not required the
expenditure of any material amount of money. Since environmental laws and
regulations are periodically amended, we are unable to predict the ultimate cost
of compliance. To our knowledge, other than the potential water quality issue
described above, there are currently no material adverse environmental
conditions that exist on any of our properties and there are no current or
threatened actions or claims by any local, state or federal agency, or by any
private landowner against us pertaining to such a condition. Further, we are not
aware of any currently existing condition or circumstance that may give rise to
such actions or claims in the future.

EMPLOYEES

The company employed Donny Fitzgerald as director in 2010 to work on operation
in the Louisiana and Arkansas area. Any other work is performed by contractors
as required by the company.

RESEARCH AND DEVELOPMENT EXPENDITURES

We have not incurred any research or development expenditures since our
incorporation.

PATENTS AND TRADEMARKS

We do not own, either legally or beneficially, any patents or trademarks.

REPORTS TO SECURITIES HOLDERS

We provide an annual report that includes audited financial information to our
shareholders. We will make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
Regulation S-K for a small business issuer under the Securities Exchange Act of
1934. We are subject to disclosure filing requirements including filing Form 10K
annually and Form 10Q quarterly. In addition, we will file Form 8K and other
proxy and information statements from time to time as required. We do not intend
to voluntarily file the above reports in the event that our obligation to file
such reports is suspended under the Exchange Act. The public may read and copy
any materials that we file with the Securities and Exchange Commission, ("SEC"),
at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC.

ITEM 1A. RISK FACTORS

WE ARE AN EXPLORATION STAGE COMPANY AND WE EXPECT TO INCUR OPERATING LOSSES FOR
THE FORESEEABLE FUTURE.

We were incorporated on January 31, 2007 and to date have recently been involved
in the organizational activities, and acquisition of our claims. We have no way
to evaluate the likelihood that our business will be successful. We have earned
minimal revenues as of the date of this annual report. Potential investors
should be aware of the difficulties normally encountered by exploration
companies and the high rate of failure of such enterprises. The likelihood of
success must be considered in light of the problems, expenses, difficulties,
complications and delays encountered in connection with the exploration and
development of the properties that we plan to undertake. These potential
problems include, but are not limited to, unanticipated problems relating to
exploration, and additional costs and expenses that may exceed current
estimates. Prior to completion of our exploration stage, we anticipate that we
will incur increased operating expenses without greatly increasing our revenues.
We expect to incur significant losses into the foreseeable future. We recognize
that if production is not forthcoming, we will not be able to continue business
operations. There is no history upon which to base any assumption as to the
likelihood that we will prove successful, and it is doubtful that we will
generate significant revenues to achieve profitable operations. If we are
unsuccessful in addressing these risks, our business will most likely fail.

WE HAVE YET TO EARN SIGNIFICANT REVENUE TO ACHIEVE PROFITABILITY AND OUR ABILITY
TO SUSTAIN OUR OPERATIONS IS DEPENDENT ON OUR ABILITY TO RAISE ADDITIONAL
FINANCING TO COMPLETE OUR PROGRAM IF WARRANTED. AS A RESULT, OUR ACCOUNTANT
BELIEVES THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN.

We have accrued net losses of $1,427,0541 for the period from inception (January
31, 2007) to December 31, 2010, and have revenues of $214,092 to date. Our
future is dependent upon our ability to obtain financing and upon future
profitable operations from the development of our business. These factors raise
substantial doubt that we will be able to continue as a going concern. Our
independent auditor, has expressed substantial doubt about our ability to
continue as a going concern. This opinion could materially limit our ability to
raise additional funds by issuing new debt or equity securities or otherwise. If
we fail to raise sufficient capital when needed, we will not be able to complete
our business plan. As a result we may have to liquidate our business and you may
lose your investment. You should consider our auditor's comments when
determining if an investment in our company is suitable.

BECAUSE OF THE UNIQUE DIFFICULTIES AND UNCERTAINTIES INHERENT IN OIL AND GAS
VENTURES, WE FACE A HIGH RISK OF BUSINESS FAILURE.

You should be aware of the difficulties normally encountered by exploration
companies and the high rate of failure of such enterprises. The likelihood of
success must be considered in light of the problems, expenses, difficulties,
complications and delays encountered in connection with the exploration and
development of the properties that we plan to undertake. These potential
problems include, but are not limited to, unanticipated problems relating to
exploration, and additional costs and expenses that may exceed current
estimates. If the results of our development program do not reveal viable
commercialization options, we may decide to abandon our claim and acquire new
claims. Our ability to acquire additional claims will be dependent upon our
possessing adequate capital resources when needed. If no funding is available,
we may be forced to abandon our operations.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN OIL AND GAS OPERATIONS, THERE IS A
RISK THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

The extracting of oil and gas involves numerous hazards. As a result, we may
become subject to liability for such hazards, including pollution, cave-ins and
other hazards against which we cannot insure or against which we may elect not
to insure. At the present time we have no insurance to cover against these
hazards. The payment of such liabilities may result in our inability to complete
our planned program and/or obtain additional financing to fund our program.

AS WE UNDERTAKE DEVELOPMENT OF OUR PROPERTIES, WE WILL BE SUBJECT TO COMPLIANCE
WITH GOVERNMENT REGULATION THAT MAY INCREASE THE ANTICIPATED COST OF OUR
PROGRAM.

There are several governmental regulations that materially restrict oil
extraction. We will be subject to regulations and laws as we carry out our
program. We may be required to obtain work permits, post bonds and perform
remediation work for any physical disturbance to the area in order to comply
with these laws. The cost of complying with permit and regulatory environment
laws will be greater because the impact on the project area is greater. Permits
and regulations will control all aspects of the production program if the
project continues to that stage. Examples of regulatory requirements can
include:

(a) Water discharge will have to meet drinking water standards;

(b) Dust generation will have to be minimal or otherwise re-mediated;

(d) An assessment of all material to be left on the surface will need to
be environmentally benign;

(e) Ground water will have to be monitored for any potential contaminants;

(f) The socio-economic impact of the project will have to be evaluated and
if deemed negative, will have to be remediated; and

There is a risk that new regulations could increase our costs of doing business
and prevent us from carrying out our exploration program. We will also have to
sustain the cost of reclamation and environmental remediation for all
exploration work undertaken. Both reclamation and environmental remediation
refer to putting disturbed ground back as close to its original state as
possible. Other potential pollution or damage must be cleaned-up and renewed
along standard guidelines outlined in the usual permits. Reclamation is the
process of bringing the land back to its natural state after completion of
exploration activities. Environmental remediation refers to the physical
activity of taking steps to remediate, or remedy, any environmental damage
caused. The amount of these costs is not known at this time as we do not know
the extent of the exploration program that will be undertaken beyond completion
of the recommended work program. If remediation costs exceed our cash reserves
we may be unable to complete our exploration program and have to abandon our
operations.

IF ACCESS TO OUR PROPERTIES IS RESTRICTED BY INCLEMENT WEATHER, WE MAY BE
DELAYED IN ANY FUTURE MINING EFFORTS.

It is possible that adverse weather could cause accessibility to our properties
difficult and this would delay in our timetables.

BASED ON CONSUMER DEMAND, THE GROWTH AND DEMAND FOR ANY OIL OR GAS WE MAY
RECOVER FROM OUR CLAIMS MAY BE SLOWED, RESULTING IN REDUCED REVENUES TO THE
COMPANY.

Our success will be dependent on the growth of demand for petroleum products. If
consumer demand slows our revenues may be significantly affected. This could
limit our ability to generate revenues and our financial condition and operating
results may be harmed.

BECAUSE OUR CURRENT OFFICERS AND DIRECTORS HAVE OTHER BUSINESS INTERESTS, THEY
MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.

Mr. Mike P. Kurtanjek our CEO and director, currently devotes up to 10 hours per
week providing services to the company. While he presently possesses adequate
time to attend to our interest, it is possible that the demands on him from
other obligations could increase, with the result that he would no longer be
able to devote sufficient time to the management of our business. This could
negatively impact our business development. Our other Directors spend similar
amounts of time providing services to the company and there is no guarantee that
they will have sufficient time to devote to the management of our business.

WE MAY BE UNABLE TO OBTAIN ADDITIONAL CAPITAL THAT WE MAY REQUIRE TO IMPLEMENT
OUR BUSINESS PLAN. THIS WOULD RESTRICT OUR ABILITY TO GROW.

The proceeds from our private offerings completed in 2007 and funds borrowed
since this private offering, provide us with a limited amount of working capital
and is not sufficient to fund our proposed operations. We will require
additional capital to continue to operate our business and our proposed
operations. We may be unable to obtain additional capital as and when required.

Future acquisitions and future development, production and marketing activities,
as well as our administrative requirements (such as salaries, insurance expenses
and general overhead expenses, as well as legal compliance costs and accounting
expenses) will require a substantial amount of additional capital and cash flow.

We may not be successful in locating suitable financing transactions in the time
period required or at all, and we may not obtain the capital we require by other
means. If we do not succeed in raising additional capital, the capital we have
received to date may not be sufficient to fund our operations going forward
without obtaining additional capital financing.

Any additional capital raised through the sale of equity may dilute your
ownership percentage. This could also result in a decrease in the fair market
value of our equity securities because our assets would be owned by a larger
pool of outstanding equity. The terms of securities we issue in future capital
transactions may be more favorable to our new investors, and may include
preferences, superior voting rights and the issuance of warrants or other
derivative securities, and issuances of incentive awards under equity employee
incentive plans, which may have a further dilutive effect.

Our ability to obtain needed financing may be impaired by such factors as the
capital markets (both generally and in the resource industry in particular), our
status as a new enterprise without a demonstrated operating history, the
location of our properties and the price of oil and gas on the commodities
markets (which will impact the amount of asset-based financing available to us)
or the retention or loss of key management. Further, if oil and gas prices on
the commodities markets decrease, then our revenues will likely decrease, and
such decreased revenues may increase our requirements for capital. If the amount
of capital we are able to raise from financing activities is not sufficient to
satisfy our capital needs, we may be required to cease our operations.

We may incur substantial costs in pursuing future capital financing, including
investment banking fees, legal fees, accounting fees, securities law compliance
fees, printing and distribution expenses and other costs. We may also be
required to recognize non-cash expenses in connection with certain securities we
may issue, such as convertible notes and warrants, which may adversely impact
our financial condition.

AMENDMENTS TO CURRENT LAWS AND REGULATIONS GOVERNING OUR PROPOSED OPERATIONS
COULD HAVE A MATERIAL ADVERSE IMPACT ON OUR PROPOSED BUSINESS.

Our business will be subject to substantial regulation under state and federal
laws relating to the exploration for, and the development, upgrading, marketing,
pricing, taxation, and transportation of oil and other matters. Amendments to
current laws and regulations governing operations and activities of resource
operations could have a material adverse impact on our proposed business. In
addition, there can be no assurance that income tax laws, royalty regulations
and government incentive programs related to the resource industry generally,
will not be changed in a manner which may adversely affect us and cause delays,
inability to complete or abandonment of properties.

Permits, leases, licenses, and approvals are required from a variety of
regulatory authorities at various stages of mining and extraction. There can be
no assurance that the various government permits, leases, licenses and approvals
sought will be granted to us or, if granted, will not be cancelled or will be
renewed upon expiration.

ESTIMATES OF OIL RESERVES THAT WE MAKE MAY BE INACCURATE WHICH COULD HAVE A
MATERIAL ADVERSE EFFECT ON US

There are numerous uncertainties inherent in estimating quantities of oil
resources, including many factors beyond our control, and no assurance can be
given that expected levels of resources or recovery of oil will be realized. In
general, estimates of recoverable oil resources are based upon a number of
factors and assumptions made as of the date on which resource estimates are
determined, such as geological and engineering estimates which have inherent
uncertainties and the assumed effects of regulation by governmental agencies and
estimates of future commodity prices and operating costs, all of which may vary
considerably from actual results. All such estimates are, to some degree,
uncertain and classifications of resources are only attempts to define the
degree of uncertainty involved. For these reasons, estimates of the recoverable
oil, the classification of such resources based on risk of recovery, prepared by
different engineers or by the same engineers at different times, may vary
substantially.

ABANDONMENT AND RECLAMATION COSTS ARE UNKNOWN AND MAY BE SUBSTANTIAL.

We will be responsible for compliance with terms and conditions of environmental
and regulatory approvals and all laws and regulations regarding the abandonment
of our properties and reclamation of lands at the end of their economic life,
which abandonment and reclamation costs may be substantial. A breach of such
legislation and/or regulations may result in the issuance of remedial orders,
the suspension of approvals, or the imposition of fines and penalties, including
an order for cessation of operations at the site until satisfactory remedies are
made. It is not possible to estimate with certainty the abandonment and
reclamation costs since they will be a function of regulatory requirements at
the time.

INCREASES IN OUR OPERATING EXPENSES WILL IMPACT OUR OPERATING RESULTS AND
FINANCIAL CONDITION.

Extraction, development, production, marketing (including distribution costs)
and regulatory compliance costs (including taxes) will substantially impact the
net revenues we derive from oil that we produce. These costs are subject to
fluctuations and variation in different locales in which we will operate, and we
may not be able to predict or control these costs. If these costs exceed our
expectations, this may adversely affect our results of operations. In addition,
we may not be able to earn net revenue at our predicted levels, which may impact
our ability to satisfy our obligations.

PENALTIES WE MAY INCUR COULD IMPAIR OUR BUSINESS.

Failure to comply with government regulations could subject us to civil and
criminal penalties, could require us to forfeit property rights, and may affect
the value of our assets. We may also be required to take corrective actions,
such as installing additional equipment or taking other actions, each of which
could require us to make substantial capital expenditures. We could also be
required to indemnify our employees in connection with any expenses or
liabilities that they may incur individually in connection with regulatory
action against them. As a result, our future business prospects could
deteriorate due to regulatory constraints, and our profitability could be
impaired by our obligation to provide such indemnification to our employees.

ENVIRONMENTAL RISKS MAY ADVERSELY AFFECT OUR BUSINESS.

Oil extraction operations present environmental risks and hazards and are
subject to environmental regulation pursuant to a variety of federal, state, and
local laws and regulations. Environmental legislation provides for, among other
things, restrictions and prohibitions on spills, releases or emissions of
various substances produced in association with resource operations. The
legislation also requires that facility sites be operated, maintained, abandoned
and reclaimed to the satisfaction of applicable regulatory authorities.
Compliance with such legislation can require significant expenditures and a
breach may result in the imposition of fines and penalties, some of which may be
material. Environmental legislation is evolving in a manner we expect may result
in stricter standards and enforcement, larger fines and liability and
potentially increased capital expenditures and operating costs.

The discharge of pollutants into the air, soil or water may give rise to
liabilities to governments and third parties and may require us to incur costs
to remedy such discharges. The application of environmental laws to our business
may cause us to curtail our production or increase the costs of our production,
development or exploration activities.

CHALLENGES TO TITLE TO OUR PROPERTIES MAY IMPACT OUR FINANCIAL CONDITION.

Title to oil interests is often not capable of conclusive determination without
incurring substantial expense. While we intend to make appropriate inquiries
into the title of properties and other development rights we acquire, title
defects may exist. In addition, we may be unable to obtain adequate insurance
for title defects, on a commercially reasonable basis or at all. If title
defects do exist, it is possible that we may lose all or a portion of our right,
title and interests in and to the properties to which the title defects relate.

THE LIMITED TRADING OF OUR COMMON STOCK ON THE OTC BULLETIN BOARD MAY IMPAIR
YOUR ABILITY TO SELL YOUR SHARES.

There have been thin volumes of trading of our common stock. The lack of trading
of our common stock and the low volume of any future trading may impair your
ability to sell your shares at the time you wish to sell them or at a price that
you consider reasonable. Such factors may also impair our ability to raise
capital by selling shares of capital stock and may impair our ability to acquire
other companies or technologies by using common stock as consideration.

THE MARKET PRICE OF OUR COMMON STOCK IS LIKELY TO BE HIGHLY VOLATILE AND SUBJECT
TO WIDE FLUCTUATIONS.

Assuming we are able to establish an active trading market for our common stock,
the market price of our common stock is likely to be highly volatile and could
be subject to wide fluctuations in response to a number of factors that are
beyond our control, including:

* dilution caused by our issuance of additional shares of common stock
and other forms of equity securities, which we expect to make in
connection with future capital financings to fund our operations and
growth, to attract and retain valuable personnel and in connection
with future strategic partnerships with other companies;

* announcements of acquisitions, reserve discoveries or other business
initiatives by our competitors;

* fluctuations in revenue from our business as new reserves come to
market;

* changes in the market for commodities or in the capital markets
generally;

* quarterly variations in our revenues and operating expenses;

* changes in the valuation of similarly situated companies, both in our
industry and in other industries;

* changes in analysts' estimates affecting us, our competitors or our
industry;

* changes in the accounting methods used in or otherwise affecting our
industry;

* additions and departures of key personnel;

* fluctuations in interest rates and the availability of capital in the
capital markets; and

These and other factors are largely beyond our control, and the impact of these
risks, singly or in the aggregate, may result in material adverse changes to the
market price of our common stock and our results of operations and financial
condition.

OUR OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY, AND THESE FLUCTUATIONS MAY
CAUSE OUR STOCK PRICE TO DECLINE.

Our operating results will likely vary in the future primarily as the result of
fluctuations in our revenues and operating expenses, expenses that we incur, the
price of oil and gas in the commodities markets and other factors. If our
results of operations do not meet the expectations of current or potential
investors, the price of our common stock may decline.

WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.

We do not intend to declare dividends for the foreseeable future, as we
anticipate that we will reinvest any future earnings in the development and
growth of our business. Therefore, investors will not receive any funds unless
they sell their common stock, and stockholders may be unable to sell their
shares on favorable terms or at all. Investors cannot be assured of a positive
return on investment or that they will not lose the entire amount of their
investment in the common stock.

APPLICABLE SEC RULES GOVERNING THE TRADING OF "PENNY STOCKS" WILL LIMIT
THETRADING AND LIQUIDITY OF OUR COMMON STOCK, WHICH MAY AFFECT THE TRADING PRICE
OF OUR COMMON STOCK.

Our common stock is presently considered to be a "penny stock" and is subject to
SEC rules and regulations which impose limitations upon the manner in which such
shares may be publicly traded and regulate broker-dealer practices in connection
with transactions in "penny stocks." Penny stocks generally are equity
securities with a 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 not otherwise exempt
from the rules, to deliver a standardized risk disclosure document that provides
information about penny stocks and the risks in the penny stock market. The
broker-dealer must also provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account. In addition,
the penny stock rules generally require that prior to a transaction in a penny
stock, the broker-dealer make a special written determination that the penny
stock is a suitable investment for the purchaser and receive the purchaser's
written agreement to the transaction. These disclosure requirements may have the
effect of reducing the level of trading activity in the secondary market for a
stock that becomes subject to the penny stock rules which may increase the
difficulty investors may experience in attempting to liquidate such securities.

FORWARD-LOOKING STATEMENTS

This Form 10-K contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results are likely to differ materially from those anticipated in these
forward-looking statements for many reasons.

ITEM 2. PROPERTIES

We currently do not own any physical property or own any real property. Our
principal executive office is located at 213 E Arkansas Ave, Vivian, LA 71082,
USA.

ITEM 3. LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of the security holders during the
year ended December 31, 2010.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

NO PUBLIC MARKET FOR COMMON STOCK

Our common stock is listed for trading under the symbol "AVOE".

As of the date of this report we have approximately 90 shareholders of record.
We have paid no cash dividends and have no outstanding options. We have no
securities authorized for issuance under equity compensation plans.

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 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 quotation 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 to such
duties or other requirements of 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) monthly account statements
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 to transactions involving
penny stocks, and a signed and dated copy of a suitably written statement.

These disclosure requirements may have the effect of reducing the trading
activity in the secondary market for our stock if it becomes subject to these
penny stock rules. Therefore, if our common stock becomes subject to the penny
stock rules, stockholders may have difficulty selling those securities.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

FORWARD LOOKING STATEMENTS

This section of this report includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of our report. These forward-looking statements are subject to certain

risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions. We are an exploration stage company
and have yet to generated enough revenues to achieve profitability.

RESULTS OF OPERATIONS

We are still in the exploration stage and have generated limited revenues to
date.

We incurred expenses of $533,292 for the year ending December 31, 2010. These
expenses consisted of general operating expenses, professional fees incurred in
connection with the day to day operation of our business and the preparation and
filing of our periodic reports and recognition of impairment loss on our
property for the year ended December 31, 2010. Our net loss for the year ending
December 31, 2010 was $597,214.

Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have only begun generating revenues and there is no assurance we will
ever reach profitability. We are still in our exploration stage and have
generated minimal revenues to date.

The following table provides selected financial data about our company for the
years ended December 31, 2009 and 2010.

Balance Sheet Data: 12/31/10 12/31/09
------------------- --------- ---------
Cash $ 1,994 $ 14,046
Total assets $ 5,783 $ 38,990
Total liabilities $ 304,406 $ 662,904
Shareholders' deficit $(298,623) $(623,914)

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance at December 31, 2010 was $1,994 with outstanding liabilities of
$304,406. Management believes our current cash balance will be unable to sustain
operations for the next 12 months. We will be forced to raise additional funds
by issuing new debt or equity securities or otherwise. If we fail to raise
sufficient capital when needed, we will not be able to complete our business
plan. We are an exploration stage company and have generated minimal revenue to
date.

PLAN OF OPERATION

Our cash balance is $1,994 AND $14,046 as of December 31, 2010 and 2009,
respectively. We believe our cash balance is insufficient to fund our levels of
operations for the next twelve months. As a result we will be forced to raise
additional funds by issuing new debt or equity securities or otherwise. If we
fail to raise sufficient capital when needed, we will not be able to complete
our business plan. We are an exploration stage company and have generated
limited revenue of $214,092 since inceptions.

Our auditor has issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have generated minimal revenues to date. There is no assurance we
will ever profitability.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.

ITEM 8. FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Avro Energy Inc.
(A Exploration Stage Company)

We have audited the accompanying balance sheets of Avro Energy Inc. (A
Exploration Stage Company) as of December 31, 2010 and 2009 and the related
statements of operations, shareholders' equity (deficit) and cash flows for the
twelve month periods ended December 31, 2010 and 2009. The financial statements
for the period January 31, 2007 (inception) to December 31, 2007 were audited by
other auditors who expressed an unqualified opinion on those statements. 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 audit.

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 audit 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 Avro Energy Inc. as of December
31, 2010 and 2009, and the results of its operations and cash flows for the
periods described above in conformity with U.S. generally accepted principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statement, the Company suffered a net loss from operations and has a
net capital deficiency, which raises substantial doubt about its ability to
continue as a going concern. Management's plans regarding those matters are also
described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC
-----------------------------
M&K CPAS, PLLC
www.mkacpas.com
Houston, Texas
April 15, 2011

Avro Energy Inc.
(An Exploration Stage Company)
Balance Sheets
(Stated in US Dollars)

As of As of
December 31 December 31
2010 2009
---------- ----------

Assets

Current assets
Cash $ 1,994 $ 14,046
Accounts Recievable 3,789 24,944
---------- ----------
Total current assets 5,783 38,990
---------- ----------

Total Assets $ 5,783 $ 38,990
========== ==========

Liabilities

Current liabilities
Accounts payable $ 64,434 $ 54,534
Related Party Loan 4,157 4,157
Loan Payable 815 269,213
Property Payable -- 335,000
---------- ----------
Total current liabilities 69,406 662,904

Long Term Liabilities
ARO Obligation 235,000 --
---------- ----------
Total long Term Liabilities 235,000 --
---------- ----------
Total Liabilities 304,406 662,904
---------- ----------

Stockholders' Deficit
Common Stock, $0.001 par value100,000,00 Common Shares
Authorized; 40,577,160 and 25,450,560 issued and oustanding
as of December 31, 2010 and 2009, respectively 40,578 25,451
Additional paid-in capital 1,085,047 177,669
Accumulated comprehensive income 2,803 2,803
Deficit accumuated during exploration period (1,427,051) (829,837)
---------- ----------
Total stockholders' deficit (298,623) (623,914)
---------- ----------

Total liabilites and stockholders' deficit $ 5,783 $ 38,990
========== ==========

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

Avro Energy Inc.
(An Exploration Stage Company)
Statements of Operations
(Stated in US Dollars)

For the year For the year From inception
ending ending (January 31, 2007) to
December 31, December 31, December 31,
2010 2009 2010
------------ ------------ ------------
(unaudited)

Revenue $ 177,409 $ 36,683 $ 214,092
------------ ------------ ------------
Expenses
Recognition of an Impairment Loss
(Property Expenses) -- 596,388 616,388
Operations Expense 288,709 -- 288,709
Accretion Expense 235,000 -- 235,000
Accounting & Professional Fees 23,883 34,351 239,846
Office and Administration 5,700 776 35,638
------------ ------------ ------------
Total Expenses 553,292 631,515 1,415,581
------------ ------------ ------------
Net (loss) from operations (375,883) (594,832) (1,201,489)

Other Income and Expenses
Gain on sale of lease properties 60,000 -- 60,000
Loss on converstion of debt (260,032) -- (260,032)
Interest Expense (21,299) (4,231) (25,530)
------------ ------------ ------------
Total Other Income and Expenses (221,331) (4,231) (225,562)
------------ ------------ ------------

Net Income (Loss) $ (597,214) $ (599,063) $ (1,427,051)
============ ============ ============
Other Comprehensive Loss
Loss (gain) on foreign exchange -- -- 2,803
------------ ------------ ------------
Total Loss and comprehensive Loss 597,214 599,063 1,429,854
Provision for income tax -- -- --

Basic & Diluted (Loss) per Common Share (0.020) (0.024)
------------ ------------
Weighted Average Number of Common Shares 30,503,439 25,450,560
------------ ------------

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

Avro Energy Inc.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDER'S EQUITY
(DEFICIT) From Inception (January 31, 2007)
to December 31, 2010
(Stated in US Dollars)

Deficit
Accumulated
Common Stock Other During
-------------------- Paid in Comprehensive Exploration Equity
Shares Amount Capital Income Stage Total
------ ------ ------- ------ ----- -----

Stock Issued for Cash
January 31, 2007 25,000,000 $ 25,000 $ 61,250 $ -- $ -- $ 86,250
Stock issued for Cash
September 1, 2007 264,000 264 65,736 66,000
Stock issued for Cash
October 1, 2007 186,560 187 46,453 46,640
Foreign Currency
translation adjustment 3,482 3,482
Net (Loss) for period (194,066) (194,066)
----------- -------- ---------- -------- ----------- ---------
Balance, December 31, 2007 25,450,560 25,451 173,439 3,482 (194,066) 8,306
----------- -------- ---------- -------- ----------- ---------
Foreign Currency translation adjustment (679) (679)
Net (Loss) for period (36,708) (36,708)
----------- -------- ---------- -------- ----------- ---------
Balance, December 31, 2008 25,450,560 25,451 173,439 2,803 (230,774) (29,081)
----------- -------- ---------- -------- ----------- ---------
Imputed Interest 4,230 4,230
Net (Loss) for period (599,063) (599,063)
----------- -------- ---------- -------- ----------- ---------
Balance, December 31, 2009 25,450,560 25,451 177,669 2,803 (829,837) (623,914)
----------- -------- ---------- -------- ----------- ---------
Imputed Interest 21,299 21,299
Stock issued for Cash
May 31, 2010 1,000,000 1,000 249,000 250,000
Stock issued for Cash
July 8, 2010 1,125,000 1,125 1,125
Stock issued for to
settle debt September 13, 2010 13,001,600 13,002 637,079 650,081
Net (Loss) for period (597,214) (597,214)
----------- -------- ---------- -------- ----------- ---------

Balance, December 31, 2010 40,577,160 $ 40,578 $1,085,047 $ 2,803 $(1,427,051) $(298,623)
=========== ======== ========== ======== =========== =========

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

Avro Energy Inc.
(An Exploration Stage Company)
Statements of Cash Flows
(Stated in US Dollars)

For the year For the year From inception
ending ending (January 31, 2007) to
December 31, December 31, December 31,
2010 2009 2010
------------ ------------ ------------
(unaudited)

Operating Activities
Net income (loss) $ (597,214) $ (599,063) $ (1,427,051)
Recognition of an Impairment Loss
(Mineral Claims) -- 558,960 605,840
Accretion Expense 235,000 -- 235,000
Loss on converstion of debt 260,032 -- 260,032
Foreign Currency income (loss) -- -- 2,803
Imputed Interest 21,299 4,230 25,529
Changes to operating assets and liabilities:
Accounts Receivable 21,156 (24,944) (3,788)
Accounts payable and accrued liability (325,099) 363,554 37,824
------------ ------------ ------------
NET CASH USED IN OPERATING ACTIVITIES (384,826) 302,737 (263,811)
------------ ------------ ------------

Investing Activities
Purchase of mineral claim -- (555,000) (575,000)
------------ ------------ ------------
NET CASH USED IN INVESTING ACTIVITIES $ -- $ (555,000) $ (575,000)
------------ ------------ ------------
Financing Activities
Proceed from sale of stock 251,125 (4,230) 420,334
Related Party Loan -- -- 4,157
Loan Payable 121,650 269,213 390,863
Founders shares 25,451
------------ ------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES $ 372,775 $ 264,983 $ 840,805
------------ ------------ ------------

INCREASE (DECREASE) IN CASH (12,051) 12,720 1,994

Effect of exchange rate on cash -- 630 --

Cash at beginning of period 14,045 1,326 --
- ------------ ------------

CASH AT END OF PERIOD $ 1,994 $ 14,046 $ 1,994
============ ============ ============
Cash Paid For:
Interest $ -- $ -- $ --
============ ============ ============
Income Tax $ -- $ -- $ --
============ ============ ============

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

AVRO ENERGY INC.
(An Exploration Stage Company)
Footnotes to the Financial Statements
From Inception to December 31, 2010
(Stated in US Dollars)

NOTE 1. NATURE OF OPERATIONS

DESCRIPTION OF BUSINESS AND HISTORY - Avro Energy, Inc. (hereinafter referred to
as the "Company") was incorporated on January 31, 2007 by filing Articles of
Incorporation under the Nevada Secretary of State. The Company was formed to
engage in the exploration of resource properties.

The Company is currently engaged in the acquisition, exploration and development
of oil and natural gas properties in the United States ArkLaTex region. The
company seeks to develop low risk opportunities by itself or with joint venture
partners in the oil and natural gas sectors.

GOING CONCERN - The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern, which contemplates
the realization of assets and the liquidation of liabilities in the normal
course of business. However, the Company has accumulated a loss and is new. This
raises substantial doubt about the Company's ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from this uncertainty.

As shown in the accompanying financial statements, the Company has incurred a
accumulated loss of $1,427,051 for the period from January 31, 2007 (inception)
to December 31, 2010 and has generated revenues of $214,092 over the same
period. The future of the Company is dependent upon its ability to obtain
financing and upon future profitable operations from the development of
acquisitions. Management has plans to seek additional capital through a private
placement and public offering of its common stock. The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded assets, or the amounts of and classification of liabilities that might
be necessary in the event the Company cannot continue in existence.

EXPLORATION STAGE - The Company complies with Accounting Codification Standard
915-10 for its characterization of the Company as exploration stage.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

RESOURCE PROPERTIES - Company follows the successful efforts method of
accounting for its oil and gas properties. Unproved oil and gas properties are
periodically assessed and any impairment in value is charged to exploration
expense. The costs of unproved properties, which are determined to be productive
are transferred to proved resource properties and amortized on an equivalent
unit-of-production basis. Exploratory expenses, including geological and
geophysical expenses and delay rentals for unevaluated resource properties, are
charged to expense as incurred. Exploratory drilling costs are charged as
expenses until it is determined that the company has proven oil and gas
reserves.

BASIS OF PRESENTATION -These financial statements and related notes are
presented in accordance with accounting principles generally accepted in the
United States, and are expressed in U.S. dollars. The Company's fiscal year-end
is December 31.

USE OF ESTIMATES - The preparation of financial statements in accordance with
U.S. generally accepted accounting principles 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
net revenue and expenses in the reporting period. We regularly evaluate our
estimates and assumptions related to the useful life and recoverability of
long-lived assets, stock-based compensation and deferred income tax asset
valuation allowances. We base our estimates and assumptions on current facts,
historical experience and various other factors that we believe to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities and the accrual of
costs and expenses that are not readily apparent from other sources. The actual
results experienced by us may differ materially and adversely from our
estimates. To the extent there are material differences between our estimates
and the actual results, our future results of operations will be affected.

CASH AND CASH EQUIVALENTS - The Company considers all highly liquid instruments
with original maturities of three months or less when acquired, to be cash
equivalents. We had no cash equivalents at December 31, 2010 or 2009,
respectively.

INCOME TAXES - Potential benefits of income tax losses are not recognized in the
accounts until realization is more likely than not. The Company has adopted ASC
740, INCOME TAXES, as of its inception. Pursuant to ASC 740, the Company is
required to compute tax asset benefits for net operating losses carried forward.
The potential benefits of net operating losses have not been recognized in these
financial statements because the Company cannot be assured it is more likely
than not it will utilize the net operating losses carried forward in future
years.

COMPREHENSIVE LOSS - ASC 220, COMPREHENSIVE INCOME, establishes standards for
the reporting and display of comprehensive loss and its components in the
financial statements. As at December 31, 2010, the Company has no items that
represent comprehensive loss and, therefore, has not included a schedule of
comprehensive loss in the financial statements.

LOSS PER COMMON SHARE - The Company computes net loss per share in accordance
with ASC 260, EARNINGS PER SHARE, which requires presentation of both basic and
diluted earnings per share (EPS) on the face of the income statement. Basic EPS
is computed by dividing net loss available to common shareholders (numerator) by
the weighted average number of shares outstanding (denominator) during the
period. Diluted EPS gives effect to all dilutive potential common shares
outstanding during the period using the treasury stock method and convertible
preferred stock using the if-converted method. In computing Diluted EPS, the
average stock price for the period is used in determining the number of shares
assumed to be purchased from the exercise of stock options or warrants. Diluted
EPS excludes all dilutive potential shares if their effect is anti dilutive.

FAIR VALUE OF FINANCIAL INSTRUMENTS - ASC 820, "FAIR VALUE MEASUREMENTS" and ASC
825, FINANCIAL INSTRUMENTS, requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value. It
establishes a fair value hierarchy based on the level of independent, objective
evidence surrounding the inputs used to measure fair value. A financial
instrument's categorization within the fair value hierarchy is based upon the
lowest level of input that is significant to the fair value measurement. It
prioritizes the inputs into three levels that may be used to measure fair value:

LEVEL 1

Level 1 applies to assets or liabilities for which there are quoted prices in
active markets for identical assets or liabilities.

LEVEL 2

Level 2 applies to assets or liabilities for which there are inputs other than
quoted prices that are observable for the asset or liability such as quoted
prices for similar assets or liabilities in active markets; quoted prices for

identical assets or liabilities in markets with insufficient volume or
infrequent transactions (less active markets); or model-derived valuations in
which significant inputs are observable or can be derived principally from, or
corroborated by, observable market data.

LEVEL 3

Level 3 applies to assets or liabilities for which there are unobservable inputs
to the valuation methodology that are significant to the measurement of the fair
value of the assets or liabilities.

The Company's financial instruments consist principally of cash, accounts
payable, and amounts due to related parties. The fair value of our cash is
determined based on "Level 1" inputs, which consist of quoted prices in active
markets for identical assets. We believe that the recorded values of all of our
other financial instruments approximate their current fair values because of
their nature and respective maturity dates or durations.

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - In April 2010, the FASB issued ASU
No. 2010-18 regarding improving comparability by eliminating diversity in
practice about the treatment of modifications of loans accounted for within
pools under Subtopic 310-30 - Receivable - Loans and Debt Securities Acquired
with Deteriorated Credit Quality ("Subtopic 310-30"). Furthermore, the
amendments clarify guidance about maintaining the integrity of a pool as the
unit of accounting for acquired loans with credit deterioration. Loans accounted
for individually under Subtopic 310-30 continue to be subject to the troubled
debt restructuring accounting provisions within Subtopic 310-40,
Receivables--Troubled Debt Restructurings by Creditors. The amendments in this
Update are effective for modifications of loans accounted for within pools under
Subtopic 310-30 occurring in the first interim or annual period ending on or
after July 15, 2010. The amendments are to be applied prospectively. Early
adoption is permitted. We are currently evaluating the impact of this ASU;
however, we do not expect the adoption of this ASU to have a material impact on
our financial statements.

In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-11 (ASU 2010-11), "Derivatives and Hedging (Topic 815):
Scope Exception Related to Embedded Credit Derivatives." The amendments in this
Update are effective for each reporting entity at the beginning of its first
fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the
beginning of each entity's first fiscal quarter beginning after issuance of this
Update. The Company does not expect the provisions of ASU 2010-11 to have a
material effect on the financial position, results of operations or cash flows
of the Company.

In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10),
"Consolidation (Topic 810): Amendments for Certain Investment Funds." The
amendments in this Update are effective as of the beginning of a reporting
entity's first annual period that begins after November 15, 2009 and for interim
periods within that first reporting period. Early application is not permitted.
The Company's adoption of provisions of ASU 2010-10 did not have a material
effect on the financial position, results of operations or cash flows.

In February 2010, the FASB issued ASU No. 2010-09 "Subsequent Events (ASC Topic
855) "Amendments to Certain Recognition and Disclosure Requirements" ("ASU No.
2010-09"). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate
subsequent events through the date that the financial statements are issued and
removes the requirement for an SEC filer to disclose a date, in both issued and
revised financial statements, through which the filer had evaluated subsequent
events. The adoption did not have an impact on the Company's financial position
and results of operations.

In January 2010, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU") No. 2010-06, "Improving Disclosures about
Fair Value Measurements." ASU No. 2010-06 amends FASB Accounting Standards
Codification ("ASC") 820 and clarifies and provides additional disclosure
requirements related to recurring and non-recurring fair value measurements and
employers' disclosures about postretirement benefit plan assets. This ASU is
effective for interim and annual reporting periods beginning after December 15,

2009. The adoption of ASU 2010-06 did not have a material impact on the
Company's financial statements.

In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities
that declare dividends to shareholders that may be paid in cash or shares at the
election of the shareholders are considered to be a share issuance that is
reflected prospectively in EPS, and is not accounted for as a stock dividend.
This standard is effective for interim and annual periods ending on or after
December 15, 2009 and is to be applied on a retrospective basis. The adoption of
this standard is not expected to have a significant impact on the Company's
financial statements.

In January 2010, the FASB issued ASU No. 2010-06 regarding fair value
measurements and disclosures and improvement in the disclosure about fair value
measurements. This ASU requires additional disclosures regarding significant
transfers in and out of Levels 1 and 2 of fair value measurements, including a
description of the reasons for the transfers. Further, this ASU requires
additional disclosures for the activity in Level 3 fair value measurements,
requiring presentation of information about purchases, sales, issuances, and
settlements in the reconciliation for fair value measurements. This ASU is
effective for fiscal years beginning after December 15, 2010, and for interim
periods within those fiscal years. We are currently evaluating the impact of
this ASU; however, we do not expect the adoption of this ASU to have a material
impact on our financial statements.

In October 2009, FASB issued an amendment to the accounting standards related to
the accounting for revenue in arrangements with multiple deliverables including
how the arrangement consideration is allocated among delivered and undelivered
items of the arrangement. Among the amendments, this standard eliminated the use
of the residual method for allocating arrangement considerations and requires an
entity to allocate the overall consideration to each deliverable based on an
estimated selling price of each individual deliverable in the arrangement in the
absence of having vendor-specific objective evidence or other third party
evidence of fair value of the undelivered items. This standard also provides
further guidance on how to determine a separate unit of accounting in a
multiple-deliverable revenue arrangement and expands the disclosure requirements
about the judgments made in applying the estimated selling price method and how
those judgments affect the timing or amount of revenue recognition. This
standard, for which the Company is currently assessing the impact, will become
effective on January 1, 2011.

In October 2009, the FASB issued an amendment to the accounting standards
related to certain revenue arrangements that include software elements. This
standard clarifies the existing accounting guidance such that tangible products
that contain both software and non-software components that function together to
deliver the product's essential functionality, shall be excluded from the scope
of the software revenue recognition accounting standards. Accordingly, sales of
these products may fall within the scope of other revenue recognition standards
or may now be within the scope of this standard and may require an allocation of
the arrangement consideration for each element of the arrangement. This
standard, for which the Company is currently assessing the impact, will become
effective on January 1, 2011.

On September 30, 2009, the Company adopted changes issued by the Financial
Accounting Standards Board (FASB) to the authoritative hierarchy of GAAP. These
changes establish the FASB Accounting Standards Codification (Codification) as
the source of authoritative accounting principles recognized by the FASB to be
applied by nongovernmental entities in the preparation of financial statements
in conformity with GAAP. Rules and interpretive releases of the Securities and
Exchange Commission (SEC) under authority of federal securities laws are also
sources of authoritative GAAP for SEC registrants. The FASB will no longer issue
new standards in the form of Statements, FASB Staff Positions, or Emerging
Issues Task Force Abstracts; instead the FASB will issue Accounting Standards
Updates. Accounting Standards Updates will not be authoritative in their own
right as they will only serve to update the Codification. These changes and the
Codification itself do not change GAAP. Other than the manner in which new
accounting guidance is referenced, the adoption of these changes had no impact
on the Company's financial statements.

In August 2009, FASB issued an amendment to the accounting standards related to
the measurement of liabilities that are recognized or disclosed at fair value on
a recurring basis. This standard clarifies how a company should measure the fair
value of liabilities and that restrictions preventing the transfer of a
liability should not be considered as a factor in the measurement of liabilities
within the scope of this standard. This standard is effective for the Company on
October 1, 2009. The adoption of this amendment did not have a material effect
on the Company's financial statements.

In June 2009, the FASB issued guidance now codified as FASB ASC Topic 105,
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, as the single source of authoritative
accounting principles recognized by the FASB to be applied by nongovernmental
entities in the preparation of financial statements in conformity with U.S.
GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S.
GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by
providing all authoritative literature related to a particular topic in one
place. The adoption of ASC 105 did not have a material impact on the Company's
consolidated financial statements, but did eliminate all references to
pre-codification standards.

In May 2009, FASB issued ASC 855, SUBSEQUENT EVENTS, which establishes general
standards of for the evaluation, recognition and disclosure of events and
transactions that occur after the balance sheet date. Although there is new
terminology, the standard is based on the same principles as those that
currently exist in the auditing standards. The standard, which includes a new
required disclosure of the date through which an entity has evaluated subsequent
events, is effective for interim or annual periods ending after June 15, 2009.
The adoption of ASC 855-10 did not have a material effect on the Company's
financial statements.

The Company has implemented all new accounting pronouncements that are in
effect. These pronouncements did not have any material impact on the financial
statements unless otherwise disclosed, and the Company does not believe that
there are any other new accounting pronouncements that have been issued that
might have a material impact on its financial position or results of operation

NOTE 3. OIL AND GAS PROPERTIES

The oil and gas Properties that the company has have had all costs related to
the properties expensed in accordance with Generally Accepted Accounting
Principles for the industry. Currently the Company does not have proven reserves
confirmed with a geological study and will only be able to capitalize properties
once reserves have been proven. The company performed an impairment analysis at
the end of 2009 and determines that the properties were not economically viable,
at that point the company impaired the properties.

HOSS HOLMES LEASE

On February 23, 2010 the company divested a non core assets being the Hoss
Holmes, near Hosston Louisiana for $60,000. The sale of the resulted in an gain
on sale of $60,000 recorded as other income.

HERRINGS LEASE

MUSLOW LEASE

ARKANSAS LEASE

NOTE 4. LOANS PAYABLE

The loans are payable to a shareholder who owns 264,000 (approximately 1.037% of
issued and outstanding) shares. The loans are unsecured, are payable in five
years from August 13 and September 3, 2009 and bear interest at 3% per annum.
Imputed interest in the amount of $21,299 is included in additional paid in
capital due to below market interest rate.

On September 13, 2010, the company entered agreements to convert various
outstanding loans into restricted shares of the Company. The total amount owing
to its creditors was $390,048, and each agreed to the issuance of restricted
shares of the Company to settle this outstanding debt. As a result, the Company
agreed to issue a total of 13,001,600 shares in settlement of this debt, or at a
price of $0.03 per share. The total fair value of the shares was $650,080 based
on the closing price resulting in a loss of settlement of debt of $260,032.

NOTE 5. INCOME TAXES

Deferred income taxes may arise from temporary differences resulting from income
and expense items reported for financial accounting and tax purposes in
different periods. Deferred taxes are classified as current or non-current,
depending on the classification of assets and liabilities to which they relate.
Deferred taxes arising from temporary differences that are not related to an
asset or liability are classified as current or non-current depending on the
periods in which the temporary differences are expected to reverse. The company
does not have any uncertain tax positions.

The Company currently has net operating loss carryforwards aggregating $900,630,
which expire through 2029. The deferred tax asset of $315,220 related to the
carryforwards has been fully reserved.

The Company has deferred income tax assets, which have been fully reserved, as
follows as of December 31, 2010 and 2009:

2010 2009
---------- ----------
Deferred tax assets $ 315,220 $ 281,222
Valuation allowance for deferred tax assets (315,220) (281,222)
---------- ----------

Net deferred tax assets $ -- $ --
========== ==========

NOTE 6. COMMON STOCK

On January 31, 2007 (inception), the Company issued 25,000,000 founders' shares
for $86,250.

On September 1, 2007, the Company issued 264,000 shares for $66,000.

On October 1, 2007, the Company issued 186,560 shares for $46,640.

On May 31, 2010, the Company issued 1,000,000 Units at a price of $0.25 per Unit
for total proceeds of $250,000. Each Unit issued consisted of one restricted
common share and one half share purchase warrant. Two half warrants entitles a
Subscriber to acquire one restricted common share at a purchase price of $0.50
per Share for a period of 18 months from the date of issue. There relative fair
market value of the warrants is $4,851.

On July 8, 2010 the company issued 1,125,000 restricted shares at par for a
total proceeds of $1,125.

NOTE 7. RELATED PARTY TRANSACTIONS

As of December 31, 2010 the company owed Mike P. Kurtanjek, company president,
the amount of $4,157. The loan had no interest and no fixed repayment date.

NOTE 9. IMPAIRMENT LOSS

The company's accumulated impairment loss as per the income statement is
$616,388 from January 31, 2007 (inception) through December 31, 2010. This
consists of all expenses related to the company's oil and gas properties which
have been expensed in accordance with Generally Accepted Accounting Principles
for the industry. The company performed an impairment analysis at the end of
2009 and determines that the properties were not economically viable, at that
point the company impaired the properties.

NOTE 12. ASSET RETIREMENT OBLIGATION

The Company accounts for asset retirement obligations as required by the
Financial Accounting Standards Board ("FASB") Accounting Standards Codification
("ASC") 410--Asset Retirement and Environmental Obligations. Under these
standards, the fair value of a liability for an asset retirement obligation is
recognized in the period in which it is incurred if a reasonable estimate of
fair value can be made. If a reasonable estimate of fair value cannot be made in
the period the asset retirement obligation is incurred, the liability is
recognized when a reasonable estimate of fair value can be made. If a tangible
long-lived asset with an existing asset retirement obligation is acquired, a
liability for that obligation shall be recognized at the asset's acquisition
date as if that obligation were incurred on that date. In addition, a liability
for the fair value of a conditional asset retirement obligation is recorded if
the fair value of the liability can be reasonably estimated.

The company therefore has incurred an accretion expense of $235,000 for the year
ending December 31, 2010 for the net present value cost of plugging all its oil
wells upon the ending of the useful life of the wells.

NOTE 13. SUBSEQUENT EVENTS

There were no subsequent events through April 15, 2010 that would warrant
further disclosures.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e)
promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms and that such information is accumulated
and communicated to our management, including our Chief Executive Officer and
Chief Financial Officer, as appropriate to allow timely decisions regarding
required disclosure.

We carried out an evaluation, under the supervision and with the participation
of our management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures as of December 31, 2010. Based on the evaluation of
these disclosure controls and procedures, and in light of the material
weaknesses found in our internal controls over financial reporting, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures were not effective.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal
control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The
Company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including the
Chief Executive Officer and Chief Financial Officer, the Company conducted an
evaluation of the effectiveness of the Company's internal control over financial
reporting as of December 31, 2010 using the criteria established in "INTERNAL
CONTROL - INTEGRATED FRAMEWORK" issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO").

A material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the Company's annual or interim financial
statements will not be prevented or detected on a timely basis. In its
assessment of the effectiveness of internal control over financial reporting as
of December 31, 2010, the Company determined that there were control
deficiencies that constituted material weaknesses, as described below.

1) WE DO NOT HAVE AN AUDIT COMMITTEE - While not being legally obligated
to have an audit committee, it is the management's view that such a
committee, including a financial expert member, is an utmost important
entity level control over the Company's financial statement. Currently
the Board of Directors acts in the capacity of the Audit Committee,

and does not include a member that is considered to be independent of
management to provide the necessary oversight over management's
activities.

2) WE DID NOT MAINTAIN APPROPRIATE CASH CONTROLS - As of December 31,
2010, the Company has not maintained sufficient internal controls over
financial reporting for the cash process, including failure to
segregate cash handling and accounting functions, and did not require
dual signature on the Company's bank accounts. Alternatively, the
effects of poor cash controls were mitigated by the fact that the
Company had limited transactions in their bank accounts.

3) WE DID NOT IMPLEMENT APPROPRIATE INFORMATION TECHNOLOGY CONTROLS - As
at December 31, 2010, the Company retains copies of all financial data
and material agreements; however there is no formal procedure or
evidence of normal backup of the Company's data or off-site storage of
the data in the event of theft, misplacement, or loss due to
unmitigated factors.

Management is evaluating plans on a cost benefit basis to remedy the above
weaknesses and we continue the process to complete a thorough review of our
internal controls as part of our preparation for compliance with the
requirements of Section 404 of the Sarbanes-Oxley Act of 2002. Section 404
requires our management to report on, and our external auditors to attest to,
the effectiveness of our internal control structure and procedures for financial
reporting. As a non-accelerated filer under Rule 12b-2 of the Exchange Act, our
first report under Section 404 as a smaller reporting company will be contained
in our Form 10-K for the year ended December 31, 2010.

This annual report does not include an attestation report of the company's
independent registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
company's registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the company to provide only
management's report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There has been no change in our internal control over financial reporting
identified in connection with our evaluation we conducted of the effectiveness
of our internal control over financial reporting as of December 31, 2010, that
occurred during our fourth fiscal quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.

This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Managements report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the SEC that
permit the Company to provide only management's report in this annual report.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, which has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS

The names, ages and titles of our executive officers and director are as
follows:

Name and Address of Executive
Officer and/or Director Age Position
----------------------- --- --------
Mike P. Kurtanjek 59 President, Chief Executive Officer and
Director

Donny Fitzgerald 47 Secretary and Director

Michael Heenan 58 Director

Mike P. Kurtanjek, has been self-employed with Grosvenor Capital Limited since
1995. Prior to that time, he was employed by Credit Lyonnais, James Capel & Co.
and Prudential Assurance Company as a Fund Manager and Investment Banker. Mr.
Kurtanjek was the manager of the Natural Resources Group of The British Sulphur
Corporation where he managed several Work Bank sponsored projects focused on oil
and gas in several North African and Middle Eastern countries.

Mr. Donny Fitzgerald has worked in the Oil and Gas business as Manager of
Fitzgerald Enterprises over the last 6 years. His expertise is in oil field
supply and production within this industry.

Michael Heenan, is an independent businessman involved in the oil and gas
industry in Canada.

Neither Mr. Kurtanjek nor Mr. Heenan nor Mr. Fitzgerald is related to any of our
other directors or officers.

TERM OF OFFICE

Our director is appointed to hold office until the next annual meeting of our
stockholders or until his successor is elected and qualified, or until he
resigns or is removed in accordance with the provisions of the State of Nevada
Statutes. Our officer is appointed by our Board of Directors and holds office
until removed by the Board.

SIGNIFICANT EMPLOYEES

We have no significant employees other than our officer and/or directors who
collectively devote approximately 20 hours per week to company matters.

Our officers and directors have not been the subject of any order, judgment, or
decree of any court of competent jurisdiction, or any regulatory agency
permanently or temporarily enjoining, barring, suspending or otherwise limited
him from acting as an investment advisor, underwriter, broker or dealer in the
securities industry, or as an affiliated person, director or employee of an
investment company, bank, savings and loan association, or insurance company or
from engaging in or continuing any conduct or practice in connection with any
such activity or in connection with the purchase or sale of any securities.

Our officers and directors have not been convicted in any criminal proceeding
(excluding traffic violations) nor is he subject of any currently pending
criminal proceeding.

We conduct our business through agreements with consultants and arms-length
third parties. We pay our consulting geologist the usual and customary rates
received by geologists performing similar consulting services.

CODE OF ETHICS

Our board of directors adopted our code of ethical conduct that applies to all
of our employees and directors, including our principal executive officer,
principal financial officer, principal accounting officer or controller, and
persons performing similar functions.

We believe the adoption of our Code of Ethical Conduct is consistent with the
requirements of the Sarbanes-Oxley Act of 2002.

Our Code of Ethical Conduct is designed to deter wrongdoing and to promote:

* Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
* Full, fair, accurate, timely and understandable disclosure in reports
and documents that we file or submit to the Securities & Exchange
Commission and in other public communications made by us;
* Compliance with applicable governmental laws, rules and regulations;
* The prompt internal reporting to an appropriate person or persons
identified in the code of violations of our Code of Ethical Conduct;
and
* Accountability for adherence to the Code.

ITEM 11. EXECUTIVE COMPENSATION

MANAGEMENT COMPENSATION

The table below summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the past three years ending December 31, 2010:

Annual Compensation Long Term Compensation
---------------------------------- ---------------------------------
Restricted
Other Annual Stock Options/* LTIP All Other
Name Title Year Salary($) Bonus Compensation Awarded SARs (#) payouts($) Compensation
---- ----- ---- --------- ----- ------------ ------- -------- ---------- ------------

Mike P. President, 2008 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Kurtanjek CEO, CFO 2009 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
and Director 2010 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0

Michael Director 2008 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Heenan 2009 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
2010 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0

Marilyn Past 2007 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Woodruff Director & 2008 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Secretary

Donny Secretary 2008 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Fitzgerald and Director 2009 $5,000 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
2010 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0

There are no current employment agreements between the company and its
officer/director.

There are no annuity, pension or retirement benefits proposed to be paid to the
officer or director or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of
shares of our common stock owned beneficially as of April 15, 2011 by: (i) each
person (including any group) known to us to own more than five percent (5%) of
any class of our voting securities, (ii) our director, and or (iii) our officer.
Unless otherwise indicated, the stockholder listed possesses sole voting and
investment power with respect to the shares shown.

Amount and Nature Percentage of
of Beneficial Common
Title of Class Name and Address of Beneficial Owner Ownership Stock(1)
-------------- ------------------------------------ --------- --------

Common Stock Mike P. Kurtanjek 4,800,000 11.8%
9 Church Lane, West Sussex, England, RH103PT

Common Stock Michael Heenan 100,000 0.2%
213 E Arkansas Ave
Vivian, LA 71082, USA

Common Stock Donny Fitzgerald 0 0%
213 E Arkansas Ave
Vivian, LA 71082, USA

Common Stock Officer and/or director as a Group 4,900,000 12 %

HOLDERS OF MORE THAN 5% OF OUR COMMON STOCK

----------
(1) A beneficial owner of a security includes any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship,
or otherwise has or shares: (i) voting power, which includes the power to
vote, or to direct the voting of shares; and (ii) investment power, which
includes the power to dispose or direct the disposition of shares. Certain
shares may be deemed to be beneficially owned by more than one person (if,
for example, persons share the power to vote or the power to dispose of the
shares). In addition, shares are deemed to be beneficially owned by a
person if the person has the right to acquire the shares (for example, upon
exercise of an option) within 60 days of the date as of which the
information is provided. In computing the percentage ownership of any
person, the amount of shares outstanding is deemed to include the amount of
shares beneficially owned by such person (and only such person) by reason
of these acquisition rights. As a result, the percentage of outstanding
shares of any person as shown in this table does not necessarily reflect
the person's actual ownership or voting power with respect to the number of
shares of common stock actually outstanding on April 15, 2011.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None of our directors, or officers, any proposed nominee for election as a
director, any person who beneficially owns, directly or indirectly, shares
carrying more than 10% of the voting rights attached to all of our outstanding
shares, any promoter, or any relative or spouse of any of the foregoing persons
has any material interest, direct or indirect, in any transaction since our
incorporation or in any presently proposed transaction which, in either case,
has or will materially affect us other then the transactions described below.

The company has borrowed $4,157 from Mr. Mike P. Kurtanjek, our President and as
of December 31, 2009 the loan has not been paid back. The loan has a 0% interest
with no fixed payment date.

Our management is involved in other business activities and may, in the future
become involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between our business and their other business interests. In the event that a
conflict of interest arises at a meeting of our directors, a director who has
such a conflict will disclose his interest in a proposed transaction and will
abstain from voting for or against the approval of such transaction.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

For the year ended December 31, 2009, the total fees charged to the company for
audit services, including quarterly reviews, were $10,175.

For the year ended December 31, 2010, there were $14,600 in fees charged to the
company for audit services, audit-related services and tax services.

PART IV

ITEM 15. EXHIBITS

Exhibit
Number Description
------ -----------
3(i) Articles of Incorporation* 3(ii) Bylaws*

31.1 Sec. 302 Certification of Chief Executive Officer

31.2 Sec. 302 Certification of Chief Financial Officer

32.1 Sec. 906 Certification of Chief Executive Officer

32.2 Sec. 906 Certification of Chief Financial Officer

SIGNATURES

Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

April 15, 2011 Avro Energy Inc.

By: /s/ Mike P. Kurtanjek
-------------------------------------
Mike P. Kurtanjek,
President and Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

April 15, 2011 Avro Energy Inc.

By: /s/ Mike P. Kurtanjek
------------------------------------
Mike P. Kurtanjek,
President, Treasurer and Chief
Financial Officer (Principal
Executive Officer and Principal
Accounting Officer)

VERDE SCIENCE, INC. - FORM 10-K - April 15, 2011

Attached files

VERDE SCIENCE, INC. Reports