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EX-5.1 - LEGAL OPINION OF THE LAW OFFICE OF HAMILTON & ASSOCIATES LAW GROUP, PA - Puissant Industries, Inc.ex51.htm
EX-23.1 - CONSENT OF PATRICK RODGERS, CPA, PA - Puissant Industries, Inc.ex231.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549

FORM S-1/A
Amendment #1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Puissant Industries, Inc.
 (Exact name of registrant as specified in its charter)
 
Florida
 
 
1300
 
 
27-0543309
(State of Incorporation)
 
(Primary Standard Industrial
 
(IRS Employer
   
Classification Number)
 
Identification Number)
 
\
Puissant Industries, Inc.
3701 Edmonton Road, P.O. Box 351
Columbia Kentucky 42728
Telephone 270-385-9877
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
 
Hamilton & Associates Law Group, P.A.
Brenda Lee Hamilton, Esquire
101 Plaza Real Suite 201 S
Boca Raton Florida
 Telephone No. (561) 416-8956
 (Address, including zip code, and telephone number,
including area code, of agent for service)
 
Copies to:
Brenda Lee Hamilton, Esquire
Hamilton & Associates Law Group, P.A.
101 Plaza Real Suite 201 S
Boca Raton Florida
Telephone No. (561) 416-8956 Facsimile No.: (561) 416-2855
(Address, including zip code, and telephone, including area code)
 
Approximate date of proposed sale to the public: As soon as practicable and from time to time after the effective date of this Registration Statement.
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. 
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 
If this Form is a post-effective amendment filed pursuant to rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 
 
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 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)
 
 
CALCULATION OF REGISTRATION FEE
                           
                           
Title of Each Class
       
Proposed Maximum
   
Proposed Maximum
   
of Securities
 
Amount to Be
   
Offering Price
   
Aggregate
 
Amount of
to be Registered
 
Registered(3)
   
per Share
   
Offering Price
 
Registration Fee (1)(2)
Common Stock, par value $0.001 per share (3)
   
107,000
 
 
$
2.00
 
 
$
214,000
 
24.86
 
(1) Estimated in accordance with Rule 457(a) of the Securities Act of 1933 solely for the purpose of computing the amount of the registration fee based on recent prices of private transactions.
 
(2) Calculated under Section 6(b) of the Securities Act of 1933 as .0001161 of the aggregate offering price.
 
(3) Represents shares of the registrant’s common stock being registered for resale that have been issued to the selling shareholders named in this registration statement.
 
We hereby amend this registration statement on such date or dates as may be necessary to delay our effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a) may determine.


 
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PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION
DATED MAY 26 , 2011

PUISSANT INDUSTRIES, INC.

107,000 SHARES OF COMMON STOCK OFFERED BY SELLING SHAREHOLDERS

Selling shareholders are offering up to 107,000 shares of common stock. The selling shareholders will sell their shares at $2.00 per share until our Shares are quoted on the OTC Bulletin Board and, assuming we secure quotation on the OTC Bulletin Board, thereafter at prevailing market price or privately negotiated prices. We will not receive any of the proceeds from the sale of the common shares by the selling shareholders.
 
There are no underwriting commissions involved in this offering.  We have agreed to pay all the costs of this offering. Selling shareholders will pay no offering expenses.

Prior to this offering, there has been no market for our securities. Our common stock is not now listed on any national securities exchange, the NASDAQ stock market, or the OTC Bulletin Board.  There is no guarantee that our securities will ever trade on the OTC Bulletin Board or other exchange.

This offering is highly speculative and these securities involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment.  See “Risk Factors” beginning on page 8.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is _________________ , 2011.


 
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The following table of contents has been designed to help you find information contained in this prospectus. We encourage you to read the entire prospectus.
 
Summary Information and Risk Factors
4
Risk Factors
5
Use of Proceeds
10
Determination of Offering Price
10
Dilution
11
Selling Shareholders
11
Plan of Distribution
12
Legal Proceedings
14
Directors, Executive Officers, Promoters, and Control Persons
14
Security Ownership of Certain Beneficial Owners and Management
15
Description of Securities
17
Interest of Named Experts
17
Disclosure of Commission Position on Indemnification for Securities Liabilities
18
Description of Business
18
Management’s Discussion and Analysis of Financial Condition and Results of Operations
23
Description of Property
25
Certain Relationships and Related Transactions
25
Market for Common Equity and Related Stockholder Matters
26
Executive Compensation
28
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
30
Financial Statements
F-1
 
 
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SUMMARY INFORMATION AND RISK FACTORS

As used in this prospectus, references to the “Company,” “we,” “our”, “us” or “Puissant Industries, Inc.”, refer to Puissant Industries, Inc., a Florida Corporation, unless the context otherwise indicates.
 
You should carefully read all information in the prospectus, including the financial statements and their explanatory notes beginning at page F-1 prior to making an investment decision.
 
Organization

We were incorporated on July 6, 2009 in Wyoming as American Resource Management, Inc. We changed our domicile to the State of Florida on March 17, 2011 and simultaneously changed our name to Puissant Industries, Inc. Our principal offices are located at 3701 Edmonton Rd, P.O. Box 350, Columbia, Kentucky 42728. Our telephone number is 270-385-9877.

Business

We intend to engage in oil and gas exploration and development activities in Kentucky. To date, our operations have consisted of acquiring 39 wells with approximately 108 development locations and over 28 miles of natural gas pipeline, which we acquired between August 1, 2009 and December 15, 2010. We have not engaged in drilling activity as of the date of this prospectus.

Contingent upon successful exploration and development activities as well as sufficient financing, we plan to conduct natural gas production from the tight shale formations known as shale gas in older mature production areas where production histories, reservoir evaluations, and other available property data is available from oil and gas related government records. We believe that the application of advanced drilling, completion and stimulation technologies can enable our non-productive wells to become productive. We plan to drill 14-17 wells if we obtain financing of $1 million. We have not identified any sources of financing and there is no assurance that we will obtain financing on commercially reasonable terms or at all.

To date, we have not realized any revenues from our operations.  We have raised an aggregate of $64,000 through private placements of our securities, the proceeds of which were used for working capital.

The Offering

As of the date of this prospectus, we had 5,778,000 shares of common stock outstanding.  Selling shareholders are offering up to 107,000 shares of common stock.  The selling shareholders will offer their shares at $2.00 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices.  We will pay all expenses of registering the common shares held by the selling shareholders, estimated at approximately $100,000.  We will not receive any proceeds of the sale of the common shares.

To be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock.  The current absence of a public market for our common stock means that our shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares.
 
Summary Financial Information

Because this is only a financial summary, it does not contain all the financial information that may be important to you. Therefore, you should carefully read all the information in this prospectus, including the financial statements and their explanatory notes before making an investment decision.

The tables and information below are derived from our audited financial statements for the period from July 6, 2009 (Inception) to December 31, 2010.  Our working capital as of  December 31, 2010 was $10,001.

 
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Statement of Operations Data
  As of December 31, 2009  
Accumulated from July 6, 2009 to December 31, 2010
 
Three month
period ending
March 31, 2011
 
Accumulated
from July 6, 2009
to March 31, 2011
                 
Revenue from Operations
$ 0   $ 0.00   0   0
Total Costs and Expenses
$ 0   $ 45,119   58,859   103,978
Net Loss for the Period
$ 0   $ (45,119)   (58,859)   (103,978)
Net Loss Per Share
$ 0   $ (0.92)   (0.06)   -
 
Balance Sheet Data
  As of December 31, 2009  
December 31, 2010
 
 Three month
period ending
March 31, 2011
 
Accumulated
from July 6, 2009
to March 31, 2011
                 
Current Assets - Cash and Deposits
$ 0   $ 10,001   12,862   -
Working Capital
$ 0   $ (17,999)   142   -
Total Assets
$ 0   $ 13,122   15,983   -
Total Liabilities
$ 0   $ 55,000   12,720   -
Total Stockholders’ Equity as of December 31, 2010 (deficit)
$ 0   $ (41,878)   3,263   -

RISK FACTORS
 
In addition to the other information provided in this prospectus, you should carefully consider the following risk factors in evaluating our business before purchasing any of our common stock.  All material risks are discussed in this section.
 
Risks Related To Our Business
 
Because our auditors have issued a going concern opinion and we may be unable to achieve our objectives, we may have to suspend our business operations should sufficient financial resources be unavailable.

Our auditors’ report in our December 31, 2010 consolidated financial statements for our fiscal year ending December 31, 2010 expressed an opinion that our capital resources as of December 31, 2010 are insufficient to sustain operations. These conditions raise substantial doubt about our ability to continue as a going concern.

We have minimal operations, no revenues and no current prospects for future revenues, and we expect losses to continue into the future.  

Our operations to date have consisted primarily of acquiring interests in oil and gas leases, wells and pipelines.  We have no revenue producing properties and we have not engaged in any drilling activities.  We have no operating history upon which an evaluation of our potential success or failure can be made. As of our fiscal year ended December 31, 2010, we had an accumulated deficit of $45,119.  As of the period ending March 31, 2011, we had an accumulated deficit of $103,978.    Our ability to generate revenues and become profitable is dependent upon our ability to locate oil and gas and our ability to generate revenues from the sale of oil and gas we locate, if any.  We expect to incur additional operating losses in the future due to exploration and drilling expenses associated with our existing properties.

We require a significant amount of capital for our operations; should we fail to raise sufficient capital we will have to cease our operations and you will lose your entire investment
 
Oil and gas exploration requires significant outlays of capital and in many situations offers limited probability of success.  Our cash as of March 31, 2011 is $12,862.  We need to raise a significant amount of capital to pay for our planned exploration and development activities.  If we cannot raise the capital to fund our required expenditures, we will  be unable to conduct drilling activities and our business will likely fail.  Even assuming that we obtain the required financing if we do not discover and produce commercial quantities of oil and natural gas,  our business could fail, in which case you will  lose your investment.

 
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We may not discover commercial quantities of oil and gas, which will cause you to lose your investment.

Our ability to locate oil and gas is dependent upon a number of factors, including drilling and development of our 39 oil and gas wells and our ability to locate oil and gas in commercial quantities.  We cannot predict in advance of drilling and testing whether any particular drilling location will yield gas or oil in sufficient quantities to recover drilling or completion costs or to be economically viable. The use of technologies will not enable us to know conclusively before drilling whether gas or oil will be present or, if present, whether gas or oil will be present in commercial quantities. The analysis that we perform may not be useful in predicting the characteristics and potential oil and gas in commercial quantities at our well locations. As a result, we may not find commercially viable quantities of gas and oil and you will lose your entire investment
 
Drilling, exploring and producing gas and oil are high-risk activities with many uncertainties that could adversely affect our business, financial condition or results of operations.

Oil and gas activities involve numerous risks. Because we have not yet commenced drilling activities, we may be unable to anticipate all risks that we may encounter.  We cannot anticipate with any degree of certainty the costs and time before we commence drilling activities, if ever and whether our oil and gas wells will be commercially productive.  Additionally, even if we do commence drilling, our drilling operations may be curtailed, delayed or canceled as a result of a variety of factors, including:
     
 
inability to obtain financing;
 
unexpected drilling conditions, pressure or irregularities in formations, equipment failures or accidents;
 
adverse weather conditions, including tornados;
 
unavailability or high cost of drilling rigs, equipment or labor;
 
mechanical difficulties;
 
reductions in gas and oil prices;
 
limitations in the market for gas and oil;
 
surface access restrictions;
 
title problems; and/or
 
compliance with governmental regulations.

In addition, higher gas and oil prices generally increase the demand for drilling rigs, equipment and crews and can lead to shortages of, and increasing costs for drilling equipment, services and personnel. Any such shortages could restrict our ability to commence drilling activities.  Any delay in the drilling of our wells or significant increase in our expected drilling costs could adversely affect our ability to generate revenues.

 Severe weather could have a material adverse impact on our business.

Our business could be materially and adversely affected by severe weather. Repercussions of severe weather conditions may include:
 
curtailment of services;
 
weather-related damage to drilling rigs, resulting in suspension of operations;
 
weather-related damage to our facilities;
 
inability to deliver materials to jobsites in accordance with contract schedules; and
 
loss of productivity.

 
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Oil and gas prices are volatile and an extended decline in prices can significantly affect our future financial results.

The markets for oil and gas are volatile. Any substantial or extended decline in the price of oil or gas could:
 
have a material adverse effect on our planned operations;
 
limit our ability to attract capital;
 
reduce our ability to borrow funds needed for our operations; and
 
reduce the value and the amount of oil and gas we discover, if any.
 
Our exploration and development activities are subject to operational risks, which may lead to, increased costs and decreased production.

The marketability of oil and gas we discover and produce, if any, will depend in part upon the availability, location and capacity of our gas gathering systems, pipelines and processing facilities. Even if we locate oil and gas in commercial quantities, reservoir and operational risks may lead to increased costs and decreased production. These risks include the inability to sustain deliverability at commercially productive levels as a result of decreased reservoir pressures, large amounts of water, or flawed drilling operations. Operational risks include hazards such as fires, explosions, craterings, blowouts, uncontrollable flows of oil, gas or well fluids, pollution, releases of toxic gas and encountering formations with abnormal pressures. The occurrence of any one of these significant events, if not fully insured against, could have a material adverse effect on our financial condition and results of operations.

We face title risks related to our leases or those that we enter into that may result in additional costs and negatively affect our operating results.

It is customary in the oil and gas industry to acquire a leasehold interest in a property based upon a preliminary title investigation. To date, we have acquired 39 oil and gas leases. If the title to the leases acquired is defective, we could lose funds already spent on acquisition and development, or incur substantial costs to cure the title defect, including any necessary litigation. If a title defect cannot be cured, we will not have the right to participate in the development of or production from the leased properties, which will negatively affect our potential profitability.

Currently, all of our properties are located in Kentucky making us vulnerable to risks associated with having our operations concentrated in a small area.

Our oil and gas leases are for properties concentrated in Kentucky.  Due to the limited Kentucky area where our leases are location, we may be disproportionately exposed to the impact of delays or interruptions of our future drilling activity, if any, caused by significant governmental regulation, transportation capacity constraints, curtailments of production, natural disasters, interruption of transportation of oil and gas produced or other events that impact our operations.
 
Competition in the oil and gas industry is intense, and most of our competitors have greater financial and operational resources then we do.

We operate in a highly competitive environment for marketing gas and oil and securing equipment and trained personnel. Many of our competitors are major and large independent oil and gas companies that possess and employ financial, technical and personnel resources substantially greater than ours. Those companies may be able to develop properties more efficiently than our financial or personnel resources permit. Also, there is substantial competition for capital available for investment in the oil and gas industry. Larger competitors will likely be better able to withstand sustained periods of unsuccessful drilling and absorb the burden of changes in laws and regulations more easily than we can, which would adversely affect our competitive position. We may be unable to compete successfully in the future in developing our oil and gas wells, marketing any oil and gas we discover, attracting and retaining quality personnel and/or raising capital to commence drilling activities.

We are subject to complex governmental laws and regulations that may adversely affect the cost, manner or feasibility of doing business.

Our operations and facilities are subject to extensive federal, state and local laws and regulations relating to the exploration for, and the development, production and transportation of, gas and oil, and operating safety, and protection of the environment, including those relating to air emissions, wastewater discharges, land use, storage and disposal of wastes and remediation of contaminated soil and groundwater. Future laws or regulations, any adverse changes in the interpretation of existing laws and regulations or our failure to comply with existing legal requirements may negatively affect our business, results of operations and financial condition. We may encounter unanticipated capital expenditures to comply with governmental laws and regulations, such as:
 
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price control;
 
taxation;
 
lease permit restrictions;
 
drilling bonds and other financial responsibility requirements, such as plug and abandonment bonds;
 
spacing of wells;
 
unitization and pooling of properties;
 
safety precautions; and
 
permitting requirements.

Under these laws and regulations, we could be liable for:
 
 
personal injuries;
 
property and natural resource damages;
 
well reclamation costs, soil and groundwater remediation costs; and
 
governmental sanctions, such as fines and penalties.

Our operations could be significantly delayed or curtailed, and our cost of operations could significantly increase as a result of environmental safety and other regulatory requirements or restrictions. We are unable to predict the ultimate cost of compliance with these requirements or their effect on our operations. We may be unable to obtain all necessary licenses, permits, approvals and certificates for proposed projects. Intricate and changing environmental and other regulatory requirements may require substantial expenditures to obtain and maintain permits. If a project fails to function as planned, for example, due to costly or changing requirements or local opposition, it may create expensive delays, extended periods of non-operation or significant loss of value in a project.

Environmental liabilities may expose us to significant costs and liabilities.

There is inherent risk of incurring significant environmental costs and liabilities in our gas and oil operations due to the potential handling of oil and gas and generated wastes, the occurrence of air emissions and water discharges from work-related activities and the legacy of pollution from historical industry operations and waste disposal practices. We may incur joint and several or strict liability under these environmental laws and regulations in connection with spills, leaks or releases of oil and gas wastes on, under or from our properties and facilities, many of which have been used for exploration, production or development activities for many years, oftentimes by third parties not under our control. Private parties, including the owners of properties upon which we conduct drilling and production activities as well as facilities where our oil and gas or wastes are taken for reclamation or disposal, may also have the right to pursue legal actions to enforce compliance as well as to seek damages for non-compliance with environmental laws and regulations or for personal injury or property damage. In addition, changes in environmental laws and regulations occur frequently, and may result in more stringent and costly waste handling, storage, transport, disposal or remediation requirements that could have a material adverse effect on our production or our operations or financial position. We may be unable to recover some or any of these costs from insurance.

Risks Related To Our Management

We depend heavily on our management and we may be unable to replace them if we lose their services.

The loss of the services of one or more members of our management or our inability to attract, retain and maintain additional management could harm our business, financial condition, results of operations and future prospects. Our operations and prospects depend in large part on the performance of our president, Mark Holbrook, who analyzed the properties we acquired and Marshall Holbrook who is the operator of our oil and gas wells, pipelines, compressor station and leases. Should we lose either or both of their services, we may be unable to find qualified replacements for them if their services are no longer available.

Because members of our management 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.

Our directors and officers serve as officers and/or directors of other companies. As a result, their personal interests and those of the companies that they are affiliated with may come into conflict with our interests and those of our minority stockholders. We as well as the other companies that our officers and directors are affiliated with may present them with business opportunities, which are simultaneously desired. Additionally, we may compete with these other companies for investment capital, technical resources, key personnel and other things. You should carefully consider these potential conflicts of interest before deciding whether to invest in our shares of our common stock. We have not yet adopted a policy for resolving such conflicts of interests. Our directors’ and officers’ potential conflicts of interest as of the date of this Prospectus due to their affiliation with other companies and as a result of their family relationships are:
 
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·  
Our vice president, Marshall Holbrook, controls and owns A.D.I.D. Corporation, a Kentucky Corporation that serves as the operator of our oil and gas wells, pipelines, compressor station and leases.
·  
Our president, Mark Holbrook, is married to our secretary and treasurer, Cora J. Holbrook; and
 
Our vice president, Marshall Holbrook, is the son of Mark and Cora Holbrook.
 
Risks Related to Our Common Stock

Our current management holds significant control over our common stock, which will prevent our minority shareholders from having the ability to control any of our corporate actions.

Our management has significant control over our voting stock, which may make it difficult to complete some corporate transactions without their support and may prevent a change in our control. Our officers and directors control 5,331,000 shares, or 93% of our outstanding common stock.   As a result of this substantial control of our common stock, our management will have considerable influence over the outcome of all matters submitted to our stockholders for approval, including the election of directors.  In addition, this ownership could discourage the acquisition of our common stock by potential investors and could have an anti-takeover effect, possibly depressing the trading price of our common stock.

Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws. 

Our common stock is currently not quoted on any market. No market may ever develop for our common stock, or if developed, may not be sustained in the future.

The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there might be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the Shares available for trading on the OTC Bulletin Board, investors should consider any secondary market for our securities to be a limited one. We intend to seek coverage and publication of information regarding the company in an accepted publication, which permits a "manual exemption." This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations.  We may not be able to secure a listing containing all of this information.  Furthermore, the manual exemption is a non issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.

Accordingly, our shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares.
 
We will be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions.  We anticipate that our common stock will become a “penny stock”, and we will become subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule”. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

We do not anticipate that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

 
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Sales of our common stock under Rule 144 could reduce the price of our stock.

None of our outstanding common shares are currently eligible for resale under Rule 144.  In general, persons holding restricted securities in a Securities & Exchange reporting company, including affiliates, must hold their shares for a period of at least six months, may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price.  If substantial amounts of our common stock become available for resale under Rule 144, prevailing market prices for our common stock will be reduced.

If in the future we are not required to continue filing reports under Section 15(d) of the 1934 Act, for example because we have less than three hundred shareholders of record at the end of the first fiscal year in which this registration statement is declared effective, and we do not file a Registration Statement on Form 8-A upon the occurrence of such an event, our securities can no longer be quoted on the OTC Bulletin Board, which could reduce the value of your investment.
 
As a result of this offering as required under Section 15(d) of the Securities Exchange Act of 1934, we will file periodic reports with the Securities and Exchange Commission as required under Section 15(d).  However, if in the future we are not required to continue filing reports under Section 15(d), for example because we have less than three hundred shareholders of record at the end of the first fiscal year in which this registration statement is declared effective, and we do not file a Registration Statement on Form 8-A upon the occurrence of such an event, our securities can no longer be quoted on the OTC Bulletin Board, which could reduce the value of your investment.  Of course, there is no guarantee that we will be able to meet the requirements to be able to cease filing reports under Section 15(d), in which case we will continue filing those reports in the years after the fiscal year in which this registration statement is declared effective.  Filing a registration statement on Form 8-A will require us to continue to file quarterly and annual reports with the SEC and will also subject us to the proxy rules of the SEC. In addition, our officers, directors and 10% stockholders will be required to submit reports to the SEC on their stock ownership and stock trading activity.  Thus the filing of a Form 8-A in such event makes our securities continued to be able to be quoted on the OTC Bulletin Board.    
 
We may, in the future, issue additional securities, which would reduce investors’ percent of ownership and may dilute our share value.
 
Our Articles of Incorporation authorize us to issue 90,000,000 shares of common stock.  As of May 25 , 2011, we had 5,778,000 shares of common stock outstanding.  Accordingly, we may issue up to an additional 84,222,000 shares of common stock.  The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders.  We may value any common stock issued in the future on an arbitrary basis including for services or acquisitions or other corporate actions that may have the effect of diluting the value of the shares held by our stockholders, and might have an adverse effect on any trading market for our common stock. Additionally, we are authorized to issue 10,000,000 shares of preferred stock. Our board of directors may designate the rights terms and preferences at its discretion including conversion and voting preferences without notice to our shareholders.

Special Information Regarding Forward Looking Statements

Some of the statements in this prospectus are “forward-looking statements.”  These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.  These factors include, among others, the factors set forth above under “Risk Factors.”  The words “believe,” “expect,” “anticipate,” “intend,” “plan,” and similar expressions identify forward-looking statements.  We caution you not to place undue reliance on these forward-looking statements.  We undertake no obligation to update and revise any forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements in this document to reflect any future or developments.  However, the Private Securities Litigation Reform Act of 1995 is not available to us as a non-reporting issuer.  Further, Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with an initial public offering.
 
USE OF PROCEEDS

Not applicable.  We will not receive any proceeds from the sale of shares offered by the selling shareholders.

DETERMINATION OF OFFERING PRICE

The offering price has been arbitrarily determined and does not bear any relationship to our assets, results of operations, or book value, or to any other generally accepted criteria of valuation. Prior to this offering, there has been no market for our securities.  In order to assure that selling shareholders will offer their shares at $2.00 per share until our shares are quoted on the OTC Bulletin Board, we will notify our shareholders and our Transfer Agent that no sales will be allowed prior to the date our shares are quoted on the OTC Bulletin Board without proof of the selling price.

 
-10-

 

DILUTION

Not applicable. We are not offering any shares in this registration statement. All shares are being registered on behalf of our selling shareholders.

SELLING SHAREHOLDERS

The selling shareholders named below are selling the securities.  The table assumes that all of the securities will be sold in this offering. However, any or all of the securities listed below may be retained by any of the selling shareholders, and therefore, no accurate forecast can be made as to the number of securities that will be held by the selling shareholders upon termination of this offering.
  
We believe that the selling shareholders listed in the table below have sole voting and investment powers with respect to the securities indicated.  We will not receive any proceeds from the sale of the securities by the selling shareholders.  No selling shareholders are broker-dealers or affiliates of broker-dealers.  

Acquisition of Shares by Selling Shareholders

Our selling shareholders composed solely of shareholders that paid cash consideration for their shares. We issued a total of 107,000 shares at $.50 per share of our common stock to 24 accredited investors who converted $64,000 of promissory notes that they held into our common shares.  The notes and common shares below were issued in a private placement from September 25, 2010 to March 29, 2011 and we received total proceeds of $64,000. These sales reflect the only sales we made to investors in a private offering from September 25, 2010 to March 29, 2011, in return solely for cash consideration.  We also sold 21,000 shares to three affiliates in the offering for the price of $21,000, which are not being registered.

We are registering a total of 107,000 Shares held by the Selling Shareholders below, which represents 2% of our total outstanding shares.
 
Name
  Total Shares Owned    
Shares
Registered
   
% owned
before
Offering
    % owned after
the offering,
assuming all
shares sold [1]
   
% owned after
the offering,
assuming all
shares sold [1]
 
 Relationship
to us
Robert R. and Roxaline Weaver(2)
    10,000       10,000       0.1       0.1       0  
None
Roger and Jeanette Nail(2)
    20,000       20,000       0.3       0.3       0  
None
Emily S. Holbrook(3)
    10,000       10,000       0.1       0.1       0  
None
Velimir Jurisic
    10,000       10,000       0.1       0.1       0  
None
Dale Bradshaw and Pamela Shepp(2)
    10,000       10,000       0.1       0.1       0  
None
Robert and Karen Ketchum(2)
    10,000       10,000       0.1       0.1       0  
None
Michael and Crista Ketchum(2)
    10,000       10,000       0.1       0.1       0  
None
Thaddeus S. and Patty Vance
    10,000       10,000       0.1       0.1       0  
None
Richard Heard and Kythryn Kitchem Heard(2)
    10,000       10,000       0.1       0.1       0  
None
Isabelle Claire Holbrook Irrevocable Trust(4)
    400       400    
<0.1
   
<0.1
      0  
None
Roxaline E. Bewley(5)
    800       800    
<0.1
   
<0.1
      0  
None
Brianna Marie Hinds Irrevocable Trust (6)
    400       400    
<0.1
   
<0.1
      0  
None
Emma Elizabeth Holbrook Irrevocable Trust(7)
    400       400    
<0.1
   
<0.1
      0  
None
Victoria Noelle Bewley (8)
    400       400    
<0.1
   
<0.1
      0  
None
Grayson Simonetti Irrevocable Trust (9)
    400       400    
<0.1
   
<0.1
      0  
None
Garrett Blair White Irrevocable Trust(10)
    400       400    
<0.1
   
<0.1
      0  
None
E. Bennett and L
    1,000       1,000    
<0.1
   
<0.1
      0  
None
Elizabeth Robinson (2)
                                         
Bonnie Lou Valentine
    500       500    
<0.1
   
<0.1
      0  
None
Charlene L. Sullivan(11)
    800       800    
<0.1
   
<0.1
      0  
None
Anthony Akers(12)
    500       500    
<0.1
   
<0.1
      0  
None
Tristan James Hall
    500       500    
<0.1
   
<0.1
      0  
None
Gina F. Sears
    500       500    
<0.1
   
<0.1
      0  
None
                                           
Total All Shareholders 
    107,000       107,000                            
 
 
-11-

 
[1] Assuming the sale of all shares registered hereunder.
[2] Held as Joint Tenants
[3] Emily S. Holbrook is of majority age and is the daughter of our President Mark Holbrook and Cora J. Holbrook our secretary and treasurer.  Emily S. Holbrook is of majority age.
[4] Isabelle Claire Holbrook is the beneficiary of the trust and the minor daughter of our Vice President, Marshall Holbrook, and the granddaughter of our President, Mark Holbrook and our secretary and treasurer, Cora J. Holbrook. Emily S. Holbrook is the trustee.
[5] Roxaline E. Bewley is the daughter of our President Mark Holbrook and Cora J. Holbrook our secretary and treasurer. Roxaline E. Bewley is of majority age.
[6] Brianna Marie Hinds is the minor daughter of Roxaline Bewley and granddaughter of our President Mark Holbrook and our secretary and treasurer, Cora J. Holbrook.
[7] Emma Elizabeth Holbrook is the beneficiary of the trust and the minor daughter of Roxaline Bewley and granddaughter of our President Mark Holbrook and our secretary and treasurer, Cora J. Holbrook. Emily S. Holbrook is the trustee.
[8] Victoria Noelle Bewley is the beneficiary of the trust and the minor daughter of Roxaline Bewley and granddaughter of our President Mark Holbrook and our secretary and treasurer, Cora J. Holbrook. Emily S. Holbrook is the trustee.
[9] Grayson Simonetti is the beneficiary of the trust and Emily S. Holbrook is the trustee. Grayson Simonetti is the son of Charlene Sullivan and grandson of our President Mark Holbrook and our secretary and treasurer, Cora J. Holbrook.
[10] Garrett Blair White is the beneficiary of the trust and the son of Charlene Sullivan and  grandson of our President Mark Holbrook and our secretary and treasurer, Cora J. Holbrook.  Emily S. Holbrook is the trustee.
[11] Charlene Sullivan is of majority age and is the daughter of our President Mark Holbrook and our secretary and treasurer, Cora J. Holbrook.
[12] Antony Akers is of majority age and holds 20,000 restricted shares of our common stock.

Apart from these relationships, there are no family relationships among or between any of our shareholders, officers and directors.

Blue Sky

The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the Shares available for trading on the OTC Bulletin Board, investors should consider any secondary market for our common stock to be a limited one. We intend to seek coverage and publication of information regarding us in an accepted publication, which permits a "manual exemption." This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is insufficient for the security to be listed in a recognized manual alone. The listing entry must contain (1) the names of our officers and directors, (2) our balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations.  We may be unable to secure a listing containing all of this information.  Furthermore, the manual exemption is a non issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.

We currently do not intend to and may  be unable to qualify securities for resale in other states, which require shares to be qualified before they can be resold by our shareholders.

PLAN OF DISTRIBUTION

Our common shares are currently not quoted on any market. No market may ever develop for our common shares, or if developed, may not be sustained in the future. Accordingly, our shares should be considered totally illiquid, which inhibits our shareholders’ ability to resell their common shares.

Selling shareholders are offering up to 107,000 shares of common stock.  The selling shareholders will offer their shares at $2.00 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices.  We will not receive any proceeds of the sale of these securities.  We will pay all expenses of registering the securities.

The securities offered by this prospectus will be sold by the selling shareholders without underwriters and without underwriter commissions.  The distribution of the securities by the selling shareholders may be effected in one or more transactions that may take place in the over-the-counter market or privately negotiated transactions.

 
-12-

 
The selling shareholders may pledge all or a portion of the securities owned as collateral for margin accounts or in loan transactions, and the securities may be resold pursuant to the terms of such pledges, margin accounts or loan transactions. Upon default by such selling shareholders, the pledge in such loan transaction would have the same rights of sale as the selling shareholders under this prospectus. The selling shareholders may also enter into exchange traded listed option transactions, which require the delivery of the securities listed under this prospectus. After our securities are qualified for quotation on the OTC Bulletin Board, the selling shareholders may also transfer securities owned in other ways not involving market makers or established trading markets, including directly by gift, distribution, or other transfer without consideration, and upon any such transfer the transferee would have the same rights of sale as such selling shareholders under this prospectus.

In addition to the above, each of the selling shareholders will be affected by the applicable provisions of the Securities Exchange Act of 1934, including, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the securities by the selling shareholders or any such other person.  We have instructed our selling shareholders that they many not purchase any of our securities while they are selling shares under this registration statement.  We have advised them that we will monitor our stock transfer records on a regular basis and will void any transaction they undertake in violation of this restriction.

Upon this registration statement being declared effective, the selling shareholders may offer and sell their shares from time to time until all of the shares registered are sold; however, this offering may not extend beyond two years from the initial effective date of this registration statement.

There can be no assurances that the selling shareholders will sell any or all of the securities.  In various states, the securities may not be sold unless these securities have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

All of the foregoing may affect the marketability of our securities. Pursuant to oral promises we made to the selling shareholders, we will pay the entire fees and expenses incident to the registration of the securities.

Should any substantial change occur regarding the status or other matters concerning the selling shareholders or us, we will file a post-effective amendment disclosing such matters.

OTC Bulletin Board Considerations

To be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock.  We have  engaged in preliminary discussions with a Market Maker to file our application on Form 211 with the FINRA, but as of the date of this prospectus, no filing has been made.  We anticipate that after this registration statement is declared effective, it will take approximately 2 – 8 weeks for the FINRA to issue a trading symbol.

The OTC Bulletin Board is separate and distinct from the NASDAQ stock market.  NASDAQ has no business relationship with issuers of securities quoted on the OTC Bulletin Board.  The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC Bulletin Board.

Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of our issuers, and can delist issuers for not meeting those standards, the OTC Bulletin Board has no listing standards.  Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in our files.  FINRA cannot deny an application by a market maker to quote the stock of a company.  The only requirement for inclusion in the OTC Bulletin Board is that the issuer be current in our reporting requirements with the SEC.
 
Although we anticipate listing on the OTC Bulletin Board will increase liquidity for our stock, investors may have greater difficulty in getting orders filled because it is anticipated that if our stock trades on a public market, it initially will trade on the OTC Bulletin Board rather than on NASDAQ.  Investors’ orders may be filled at a price much different than expected when an order is placed.  Trading activity in general is not conducted as efficiently and effectively as with NASDAQ-listed securities.

Investors must contact a broker-dealer to trade OTC Bulletin Board securities.  Investors do not have direct access to the OTC Bulletin Board service.  For OTC Bulletin Board securities, there only has to be one market maker.

OTC Bulletin Board transactions are conducted almost entirely manually.  Because there are no automated systems for negotiating trades on the OTC Bulletin Board, they are conducted via telephone.  In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders.  Therefore, when an investor places a market  order to buy or sell a specific number of shares at the current market price,  it is possible for the  stock price to go up or down significantly during the lapse of time between placing a market order and getting execution.

 
-13-

 
Because OTC Bulletin Board stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities. We intend to have our common stock be quoted on the OTC Bulletin Board. If our securities are not quoted on the OTC Bulletin Board, a security holder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our securities. The OTC Bulletin Board differs from national and regional stock exchanges in that it:(1) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers, and (2) securities admitted to quotation are offered by one or more Broker-dealers rather than the “specialist” common to stock exchanges.
 
TRANSFER AGENT

Our transfer agent is Stalt, Inc., which is  located at 671 Oak Grove Ave, Suite C, Menlo Park, CA, 90425.  Their telephone number is 650-321-7111. Stalt, Inc. has been registered with the Securities and Exchange Commission as a transfer agent since May 11, 2001

LEGAL PROCEEDINGS

There are no pending or threatened lawsuits against us.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

The board of directors elects our executive officers annually.  A majority vote of the directors who are in office is required to fill vacancies.  Each director shall be elected for the term of one year, and until his successor is elected and qualified, or until his earlier resignation or removal. Our directors and executive officers are:
 
Name
Age                      
 Position Held
Mark Holbrook
59
President and Director
Marshall Holbrook
32
Vice President and Director
Cora J. Holbrook
61
Secretary and Treasurer and Director

Mark E. Holbrook – Mark E. Holbrook is our founder and has been our president and director since our incorporation on July 9, 2009, From December 1, 2005 to July 9, 2009, Mr. Holbrook was Chief Executive Officer of Mark E. Holbrook and Associates Company, a Petroleum Engineering Consulting Company, that provided professional services in reservoir engineering, exploration technologies, project economics, and oil and gas property acquisition.

Mr. Holbrook is a Senior Engineering Manager with more than thirty-five (35) years of administrative and technical experience in the petroleum and natural gas industry. From 1984 to 1989, he was Senior Engineer of independent oil and gas companies, including American Natural Resources, Inc., and Coastal Oil and Gas Company. Mr. Holbrook received his Bachelor of Science degree in Applied Science / Petroleum and Natural Gas Technology from the University of Alabama in 1982. He is a lifelong member of the Society of Petroleum Engineers, American Society of Mechanical Engineers, Society of Petrophysicists and Well Log Analysts and Society of Core Analyst

Marshall E. Holbrook – Marshall E. Holbrook is our founder and has been our vice president and director since our incorporation on July 9, 2009. From November 15, 2005 to present. Mr. Holbrook has been the Chief Executive Officer of A.D.I.D. Corporation, a Kentucky corporation, a natural gas production and operating company that managed well drilling and completion, pipeline construction, well management, property acquisition and leasing. Mr. Holbrook has more than twelve (12) years experience in the administration and operation of an oil and gas production companies. He attended Chattanooga State Technological College and Reinhardt College, and pursued a Business Administration Degree. As our vice-president and director Marshall Holbrook brings his experience with managing oil products and gas operations.

Cora J. Holbrook – Cora J. Holbrook is our founder and has been our secretary, treasurer and director since our incorporation on July 9, 2009. From December 1, 2005 to July 9, 2009, Ms. Holbrook was the Curator and Administrator of the T. B. Vance Geological Library that maintains geological records for numerous Basins within the United States. She has more than thirty-five (35) years of experience in the administration and operation of oil and gas companies, including Administrative Assistant to T. B. Vance, Geologist, Economy Oil and Gas Company and Mark E. Holbrook and Associates. Ms. Holbrook received her Bachelor of Arts degree in History from Shelton College in year. As our secretary, treasurer and director, Cora J. Holbrook brings significant experience in the administration and operation of oil and gas companies

 
-14-

 

Family Relationships and Other Matters
Mark Holbrook, our President, is the father of Marshall Holbrook, our vice President and director. Mark Holbrook, our President, and Cora J. Holbrook, our secretary treasurer and director, are married to one another.

Apart from these relationships, there are no family relationships among or between any of our officers and directors.

Legal Proceedings

No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:

·  
Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
·  
Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
·  
Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
·  
Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
·  
Having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity;
·  
Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity; and/or
·  
Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth the ownership, as of the date of this prospectus, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group.  To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted.  There are not any pending or anticipated arrangements that may cause a change in control.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown. The business address for these shareholders is 3701 Edmonton Road, P.O. Box 351 Columbia Kentucky 42728.


 
-15-

 

 
Title of class
 
 
Co-Founders:
 
 
Amount
Beneficial
Ownership
   
Direct
Ownership
   
Indirect
Ownership
   
Percent
of class
 
 
COMMON
 
 
 
Mark Holbrook(1) (2)
 
President, Director, & Founder
    5,554,000 (2)     20,000 (2)     3,534,000 (2)     62 %
                                   
 
COMMON
 
 
 
Marshall Holbrook(1) (3)
Vice President, Director & Founder
    1,797,000 (3)     20,000       1,777,000 (3)     31 %
                                   
 
COMMON
 
 
 
Cora J Holbrook(1) (2)
Secretary and Treasurer, Director & Founder
    3,554,000 (2)     20,000       3,534,000 (2)     62 %
                                   
COMMON
Mellissa  Holbrook(1) (3)     1,797,000 (3)     20,000       1,777,000 (3)     31 %
 
(1)  
This table is based upon information derived from our stock records. Applicable percentages are based upon 5,778,000 shares of common stock outstanding as of the date of this Prospectus.

(2)  
This figure includes: (a) 1,757,000 common shares held by Sovereign One, Inc., which is controlled by Mark Holbrook; (b)  20,000 shares held by Mark Holbrook, individually; (c) 1,757,000 common shares held by McCrome International, Inc., which is controlled by Cora J. Holbrook; and (d) 20,000 shares held by Cora J. Holbrook, individually.   Cora J. Holbrook is the wife of Mark Holbrook
 
(3)  
This figure includes: (a) 1,757,000 shares held by Logos, Inc., a company controlled by Marshall Holbrook; (b) 20,000 held by Marshall Holbrook, individually;  and (c) 20,000 shares held by Mellissa Holbrook, the spouse of Marshall Holbrook.
 
(4)  
This table is based upon information derived from our stock records. Applicable percentages are based upon 5,778,000 shares of common stock outstanding as of the date of this Prospectus.

We are not registering common shares held by any stockholder who holds more than 5% of outstanding common shares and we are not registering shares held by our officers and directors.

This table is based upon information derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Except as set forth above, applicable percentages are based upon 5,778,000 shares of common stock outstanding as of the date of this prospectus.

 
-16-

 
DESCRIPTION OF SECURITIES
 
The following description as a summary of the material terms of the provisions of our Articles of Incorporation and Bylaws.  Our Articles of Incorporation and Bylaws have been filed as exhibits to the registration statement of which this prospectus is a part.

Common Stock
We are authorized to issue 90,000,000 shares of common stock, $0.001 par value per share, and 10,000,000 shares of preferred stock.    As of the date of this prospectus there are 5,778,000 shares of our common stock issued and outstanding held by 36 stockholders of record.

Preferred Stock
We are authorized to issue 10,000,000 shares of blank check preferred stock, of which no shares are issued and outstanding. The rights terms and preferences of our preferred stock have not been established and can be designated at any time by the majority vote of our Board of Directors without a vote of our shareholders.

Warrants
On September 17, 2011, we are obligated to grant each note holder 1500 warrants for every $500 invested for an aggregate of 192,000 warrants. The warrant holder may convert each one (1) warrant into one (1) common share at the price of $1.00 per share from March 17, 2012 until the close of business on the date which is two years after the date of the holder’s convertible note.

Florida Anti-Takeover Laws
As a Florida corporation, we are subject to certain anti-takeover provisions that apply to public corporations under Florida law. Pursuant to Section 607.0901 of the Florida Business Corporation Act, or the Florida Act, a publicly held Florida corporation may not engage in a broad range of business combinations or other extraordinary corporate transactions with an interested shareholder without the approval of the holders of two-thirds of the voting shares of the corporation (excluding shares held by the interested shareholder), unless:
 
(i) the transaction is approved by a majority of disinterested directors before the shareholder becomes an interested shareholder;
 
(ii) the interested shareholder has owned at least 80% of the corporation’s outstanding voting shares for at least five years preceding the announcement date of any such business combination;
 
(iii) the interested shareholder is the beneficial owner of at least 90% of the outstanding voting shares of the corporation, exclusive of shares acquired directly from the corporation in a transaction not approved by a majority of the disinterested directors; or
 
 (iv) the consideration paid to the holders of the corporation’s voting stock is at least equal to certain fair price criteria.
 
An interested shareholder is defined as a person who together with affiliates and associates beneficially owns more than 10% of a corporation’s outstanding voting shares. We have not made an election in our amended Articles of Incorporation to opt out of Section 607.0901.
 
In addition, we are subject to Section 607.0902 of the Florida Act which prohibits the voting of shares in a publicly held Florida corporation that are acquired in a control share acquisition unless (i) our board of directors approved such acquisition prior to its consummation or (ii) after such acquisition, in lieu of prior approval by our board of directors, the holders of a majority of the corporation’s voting shares, exclusive of shares owned by officers of the corporation, employee directors or the acquiring party, approve the granting of voting rights as to the shares acquired in the control share acquisition. A control share acquisition is defined as an acquisition that immediately thereafter entitles the acquiring party to 20% or more of the total voting power in an election of directors.

INTEREST OF NAMED EXPERTS

The financial statements for the period from inception to December 31, 2010, included in this prospectus have been audited by Patrick Rodgers, CPA, PA, independent certified public accountants, to the extent and for the periods set forth in our report and are incorporated herein in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

 
-17-

 

The legality of the shares offered under this registration statement is being passed upon by Hamilton & Associates Law Group, PA. Brenda Hamilton, principal of Hamilton & Associates Law Group, P.A. that owns 125,000 shares of our common stock,  no shares of which are being registered in this offering.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LIABILITIES

Our Bylaws, subject to the provisions of Florida Law, contain provisions which allow the corporation to indemnify any person against liabilities and other expenses incurred as the result of defending or administering any pending or anticipated legal issue in connection with service to us if it is determined that person acted in good faith and in a manner which he reasonably believed was in the best interest of the corporation.  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

DESCRIPTION OF BUSINESS

Organization
We were originally incorporated on July 6, 2009 in Wyoming as American Resource Management, Inc. We changed our domicile to Florida on March 17, 2011 and simultaneously changed our name to Puissant Industries, Inc.

On August 1, 2009, A.D.I.D. Corporation, a Kentucky corporation ("A.D.I.D.") controlled by Marshall Holbrook, pursuant to an agreement dated January 15, 2005, assigned its right title and interest to us, representing 100% ownership in:
(i) 34,000 of 2-inch natural gas pipeline and 50,000 feet of 4-inch natural gas pipeline, compressor stations, right of ways and easements located in Clay county Kentucky;
(ii) 60 feet of 4-inch natural gas pipeline, compressor stations, right of ways and easements located in Laurel county Kentucky; and
(iii)  57 feet of 2-inch natural gas pipeline and 10,000 feet of 4-inch natural gas pipeline, compressor stations, right of ways and easements located in Whitley county Kentucky.

On January 7, 2010, A.D.I.D., pursuant to an agreement dated January 15, 2005, assigned certain working and net revenue interests to leases of 39 oil and gas wells and pipelines attached to the pipelines we acquired.  The working interest gives us the ability to explore for and to produce and own oil, gas or other minerals from the wells.   As the working interest owner, we bear the exploration, development, and operating costs from the property.   The assignment of the net revenue interest provides us with 85% of the proceeds from any oil and gas production on the wells after payment of all operating and development costs.

Our Business
We plan to engage in oil and natural gas exploration and development.   Our operations are conducted on properties in Kentucky.

We plan to conduct natural gas production from the tight shale formations known as shale gas in older mature production areas where productions histories, reservoir evaluations, and other data on the properties are available from public records from governmental agencies that regulate oil and gas activities. We believe that the application of advanced drilling, completion and stimulation technologies to our oil and gas properties that were formerly productive,  could promote renewed production. We plan to add natural gas stripping operations to diversify our cash flows with oil and gas production when appropriate to our operations and contingent upon adequate financing.  We plan to generate revenues from the sale of both natural gas and oil.  We have not commenced drilling and anticipate drilling 14-17 wells if we are able to obtain financing in the amount of $1 million. We have not identified sources of financing and there is no assurance that financing will be available to us.

Our president, Mark Holbrook, a Petroleum Engineer, will evaluate well logs to obtain an estimate of any gas and oil located and the decline curves from recorded production history to determine recoverable oil and gas, information of which we will use to develop our production plan for each property.   We plan to evaluate cost efficient methods to way to produce oil and gas should we be successful in our exploration and development activities. Our vice-president, Marshall Holbrook, will manage the development and operation of the properties and locate third parties to drill a prospect on an as needed basis. We have not commenced drilling activity.

Raccoon Mountain Field
The Raccoon Mountain Field is located in the Laurel and Clay Counties of Kentucky.  Within this Field, we own 21 wells and about 57 development locations along with about 17.79 miles of natural gas pipeline including one compressor station and sales tap in the Raccoon Mountain Field. The Raccoon Mountain Field is predominately shale gas (Devonian Shale).
 
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Wofford Field
The Wofford Field is located in Whitley County Kentucky. Within this Field, we own 11 wells and about 28 development locations with approximately 7.39 miles of natural gas pipeline and one compressor station with sales tap.

Woodbine Field
Within the Wood bine Field, we own 4 wells and about 13 development locations with about 4.36 miles of natural gas pipeline, one compressor station and sales tap. This Field is located in Whitley County, Kentucky.

Rockholds Field
Within the Rockholds Field, we own 3 wells and about 10 development locations and about 1.33 miles of natural gas pipeline, one compressor station with sales tap.  This Field is located in Whitley County, Kentucky.  The pipeline infrastructure within this area is not fully developed and will need to be expanded along with future acreage acquisition.

Material Agreements
January 1, 2011 Agreement with A.D.I.D.
On January 1, 2011, we entered into a Well Services Agreement with A.D.I.D. Corporation, a Kentucky corporation controlled by our Vice-President, Marshall Holbrook (“A.D.I.D.”). Under  the agreement terms, A.D.I.D. agrees to act as the operator of our oil and gas wells, pipelines, compressor station and leases.  A.D.I.D.’ s responsibilities include to:
·  
Register with government agencies as the operator of the wells with governmental agencies;
 
·  
Flow or pump the wells as required;
 
·  
Operate and maintain wellhead compressors, tank batteries, meters, pump jacks or other facilities associated with production of oil and/or gas;
 
·  
Change all meter charts on a monthly basis and arrange for the integration of same;
 
·  
Perform all general maintenance and repairs on the wells, pipelines, compressor stations and leases;
 
·  
Visually inspect every well and associated pipeline and tank battery on a regular schedule that we agree to, said inspection to occur  no less than every 90 days;
 
·  
Promptly report and repair equipment failures and malfunctions;
 
·  
Maintain complete records and files on the wells, pipelines, compressor stations and leases and all work performed under the terms of this Agreement;
 
·  
Collect all production and pressure data requested by us and submit reports of such data to Us monthly or at such other intervals as us may request;
 
·  
Perform any and all other duties, customarily performed in the usual course of producing oil and/or gas from the wells, pipelines, compressor station and leases which are necessary for proper operation and related and facilities covered hereunder;
 
·  
Provide us with services regarding recompletion, reworking or other operations on the Wells;
 
·  
Provide us  with analyses of the production and pressure data collected and provide consulting services to us  regarding the improvement of safety, environmental compliance and production efficiency;
 
·  
Provide labor, equipment and other services as needed for the operation and maintenance of the wells and related facilities; and
 
·  
Promptly prepare and report to us any accident reports.

 
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In exchange for A.D.I.D’s services, we are required to pay the following:
 
·  
$800 per well per month for the first twenty (20) producing wells;
 
·  
$400 per well for the second twenty (20) producing wells;
 
·  
$200 per well for all wells over forty (40) producing well;.
 
·  
$1500 per month for each drilling well, beginning on the date that well is spudded and terminating when the well is on production or is plugged;
 
·  
$2000 per month flat rate charge for pipeline and compressor station operation;
 
·  
Royalties and other royalties not paid directly by the purchasers of the oil and gas or other products.
 
·  
Delay or other rentals, when such rentals are paid by A.D.I.D.;
 
·  
Materials, equipment and supplies purchased and/or furnished by A.D.I.D. on the wells, pipelines, compressor stations and leases;
 
·  
Utility costs including electric and water;
 
·  
Insurance premiums;
 
·  
Outside and third party services necessary for development, maintenance and operation other than contract pumpers utilized by A.D.I.D.; and
 
·  
All taxes including ad valorem, property, gross production and any other taxes assessed against the properties.
 
The agreement expires upon the earlier of (i) the expiration of the productive life of our wells, pipelines and leases;  (ii) six months after the resignation of A.D.I.D. who may resign at any time;  (iii) A.D.I.D. being removed for gross negligence, willful misconduct, a material breach or inability to perform its obligations under the agreement.

March 28, 2011 Agreement with Fred Akers
On March 28, 2011, we entered into an agreement with Fred Akers to provide pipeline, gathering system and compressor station services.  We agreed to pay Mr. Akers 20,000 shares of our restricted common stock.  The agreement expires on March 28, 2012.

Industry and Economic Factors
We will face many factors inherent in the oil and gas industry, including widely fluctuating oil and gas prices. Historically, oil and gas markets have been cyclical and volatile, with future price movements difficult to predict. While revenues will be a function of both production and prices, wide swings in prices will have the greatest impact on results of operations.

Operations in the oil and gas industry entail significant complexities. Our oil and gas properties have past histories of production even though production ceased prior to our obtaining any interest in the non-productive properties.  The production records can serve as the basis for evaluation of potential future production using new technologies; however, such evaluation is difficult if not impossible to determine conclusively the amount of oil and gas, the cost of development, or the rate at which oil and gas may be produced.

 
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Market for Oil and Gas Production
The market for oil and gas production is regulated by both the state and federal governments. The overall market is mature and, with the exception of gas, all producers in a producing region will receive the same price. Purchasers or gatherers will typically purchase all crude oil offered for sale at posted field prices, which are adjusted for quality difference from the “Benchmark”. Benchmark is the price of Saudi Arabian light crude oil employed as the standard on which OPEC price changes have been based. Oil pumped from wells is stored in tanks on site where the purchaser normally picks up the oil at the well site, but in some instances there may be deductions for transportation from the well head to the sales point.

If we locate oil and/or gas, it will be gathered through connections between our gas wells and our pipeline transmission system.  Gas purchasers would pay us 100 percent of the sale proceeds of our oil and gas each month for the previous month’s sales.  We will be responsible for all distributions. There is no standard price for gas and prices will fluctuate with the seasons and the general market conditions.

We do not presently have customers for any oil and/or gas that we may produce.

Competition
The oil and gas industry is highly competitive. Our competitors and potential competitors include major oil companies and independent producers of varying sizes, all of which are engaged in the acquisition of producing properties and the exploration and development of prospects. Most of our competitors have greater financial, personnel and other resources than we have. Consequently, they have greater leverage to use in hiring personnel and marketing oil and gas. Accordingly, a high degree of competition in these areas will continue.

Governmental Regulation

General
The production and sale of oil and gas is subject to regulation by state, federal, and local authorities. In most areas there are statutory provisions regulating the production of oil and natural gas under which administrative agencies may set allowable rates of production and enact  rules in connection with the operation and production of such wells, ascertain and determine the reasonable market demand of oil and gas, and adjust allowable rates.

The sale of liquid oil and gas is subject to federal regulation under the Energy Policy and Conservation Act of 1975, which amended various acts, including the Emergency Petroleum Allocation Act of 1973. These regulations and controls included mandatory restrictions upon the prices at which most domestic crude oil and various petroleum products could be sold. All price controls and restrictions on the sale of crude oil at the wellhead have been withdrawn. It is possible, however, that such controls may be again imposed in the future but when, if ever, such re-imposition might occur and the effect thereof on us cannot be predicted.

The sale of certain categories of natural gas in interstate commerce is subject to regulation under the Natural Gas Act and the Natural Gas Policy Act of 1978 (“NGPA”). Under the NGPA, a comprehensive set of statutory ceiling prices applies to all first sales of natural gas unless the gas is specifically exempt from regulation (i.e., unless the gas is “deregulated”). Administration and enforcement of the NGPA ceiling prices are delegated to the Federal Energy Regulatory Commission (“FERC”). In June 1986, FERC issued Order No. 451, which, in general, is designed to provide a higher NGPA ceiling price for certain vintages of old gas. It is possible that we may in the future discover significant amounts of natural gas subject to NGPA price regulations and/or FERC Order No. 451.

Our operations are subject to extensive and continually changing regulations because legislation affecting the oil and natural gas industry is under constant review for amendment and expansion. Many departments and agencies, both federal and state, are authorized by statute to issue and have issued rules and regulations binding on the oil and natural gas industry and its individual participants. The failure to comply with such rules and regulations can result in large penalties. The regulatory burden on this industry increases our cost of doing business and, therefore, affects our profitability.

Transportation
There are no material permits or licenses required beyond those currently held by us or incident to our operations.

We can make sales of oil, natural gas and condensate at market prices, which are not subject to price controls at this time. The price that we receive from the sale of any oil and gas we locate if any is affected by our ability to transport and the cost of transporting these products to market. Under applicable laws, FERC regulates the construction of natural gas pipeline facilities, and the rates for transportation of these products in interstate commerce.

Effective as of January 1, 1995, FERC implemented regulations establishing an indexing system for transportation rates for oil. These regulations could increase the cost of transporting oil to the purchaser.

 
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Regulation of Drilling and Production
Our proposed drilling and production operations are subject to regulation under a wide range of state and federal statutes, rules, orders and regulations. Among other matters, these statutes and regulations govern the:
•  amounts and types of substances and materials that may be released into the environment,
•  discharge and disposition of waste materials,
•  reclamation and abandonment of wells and facility sites, and
•  remediation of contaminated sites,

In order to comply with these statutes and regulations, we are required to obtain permits for drilling operations, drilling bonds, and reports concerning operations. Kentucky laws contain provisions for the unitization or pooling of oil and natural gas properties, the establishment of maximum rates of production from oil and natural gas wells, and the regulation of the spacing, plugging, and abandonment of wells.

Environmental Regulations
Our operations are affected by the various state, local and federal environmental laws and regulations, including the Oil Pollution Act of 1990, Federal Water Pollution Control Act, and Toxic Substances Control Act. The Comprehensive Environmental, Response, Compensation, and Liability Act (“CERCLA”) and comparable state statutes impose strict, joint and several liabilities on owners and operators of sites and on persons who disposed of or arranged for the disposal of “hazardous substances” found at such sites. It is not uncommon for the neighboring land owners and other third parties to file claims for personal injury and property damage allegedly caused by the hazardous substances released into the environment. The Federal Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes govern the disposal of “solid waste” and “hazardous waste” and authorize the imposition of substantial fines and penalties for noncompliance. Although CERCLA currently excludes petroleum from its definition of “hazardous substance,” state laws affecting our operations may impose cleanup liability relating to petroleum and petroleum related products. In addition, although RCRA classifies certain oil field wastes as “non-hazardous,” such exploration and production wastes could be reclassified as hazardous wastes thereby making such wastes subject to more stringent handling and disposal requirements.

Generally, environmental laws and regulations govern the discharge of materials into the environment or the disposal of waste materials, or otherwise relate to the protection of the environment. In particular, the following activities are subject to stringent environmental regulations:
 
drilling,
 
development and production operations,
 
activities in connection with storage and transportation of oil and oil and gas, and
 
use of facilities for treating, processing or otherwise handling oil and gas and wastes.
 
Violations are subject to reporting requirements, civil penalties and criminal sanctions. As with the industry generally, compliance with existing regulations increases our overall business costs, which are difficult to determine. Such areas affected include:
 
unit production expenses primarily related to the control and limitation of air emissions and the disposal of produced water,
 
capital costs to drill exploration and development wells resulting from expenses primarily related to the management and disposal of drilling fluids and other oil and natural gas exploration wastes, and
 
capital costs to construct, maintain and upgrade equipment and facilities and remediate, plug, and abandon inactive well sites and pits.
 
Environmental regulations historically have been subject to frequent change by regulatory authorities. Therefore, we are unable to predict the ongoing cost of compliance with these laws and regulations or the future impact of such regulations on operations. However, we do not believe that changes to these regulations will have a significant negative impact on the development of our oil and gas properties.

Any discharge of oil and gas into the environment could subject us to substantial expense, including both the cost to comply with applicable regulations pertaining to the cleanup of releases of hazardous substances into the environment and claims by neighboring landowners and other third parties for personal injury and property damage. We do not maintain insurance for protection against environmental liabilities.

Research and Development
We have not spent any funds on research and development.

 
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Employees
We currently have three full-time employees who are our officers and directors.   We intend to retain the services of prospectors and consultants on a contract basis to conduct the exploration programs on our mineral claims and to assist with regulatory compliance and preparation of financial statements.  We do not intend to hire a qualified geologist at this time.

Executive Offices
Our executive offices are currently located at 3701 Edmonton Road, P.O. Box 351, Columbia Kentucky 42728 and our telephone number is 270-385-9877.

Legal Proceedings 
We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.

Proprietary Rights
We do not have any proprietary rights.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Certain statements contained in this prospectus, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of the Company and the products we expect to offer and other statements contained herein regarding matters that are not historical facts, are “forward-looking” statements. Statements that  are not statements of historical fact, may contain forward-looking statements, because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.
 
All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

PLAN OF OPERATION

Our cash balance is $ 12,862 as of March 31, 2011 .  We believe our cash balance is insufficient to fund our operations beyond two months time.   We have an accumulated deficit of approximately $45,119 from inception to December 31, 2010 and $103,978 from inception to March 31, 2011 , and do not have significant cash or other material assets, nor do we have operations or a source of revenue sufficient to cover our operating costs, which would allow us to continue as a going concern.  Our continued operations are dependent upon generating revenues and profits from operations and raising sufficient capital through placement of our common stock or issuance of debt securities, which would enable us to carry out our business plan.  Until we generate revenues or are able to raise capital, we anticipate funding these amounts through management loans as agreed verbally by our management. If we do not generate sufficient operating cash flow and our management does not loan us the funds, and if we are unable to obtain alternative debt or equity financing, we may have to suspend or cease operations.

In the event we do not generate sufficient funds from revenues or financing through the issuance of our common stock or from debt financing, we may be unable to fully implement our business plan and pay our obligations as they become due, any of which circumstances would have a material adverse effect on our business prospects, financial condition, and results of operations. The accompanying financial statements do not include any adjustments that might be required.

Our independent registered public accountant 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 not generated revenues and no revenues are anticipated until we complete our initial business development. There is no assurance we will ever reach that stage.

We cannot satisfy our cash requirements for the 12 months following without receiving additional capital. We do not expect to purchase or sell plant or significant equipment.  Further we do not expect significant changes in the number of employees. We may require additional funding to proceed with drilling; we have no current plans on how to raise the additional funding. We cannot provide any assurance that we will be able to raise sufficient funds begin drilling activities. If we need additional cash and cannot raise funds needed, we will be unable to commence drilling of our wells until we such time as we receive required capital.

 
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Our operations will be limited due to the limited amount available to us.   In the twelve months, if we receive funding in the amount of $500,000- $1,000,000:

1.  In the first and second months after completion of our financing, we plan to acquire the necessary equipment to begin drilling and production operations.

2.  During the third month we will begin drilling and producing of 2-3 Knox and 8-14 Devonian shale development oil and/or gas wells.

3.  We plan to hire a qualified geologist during the ninth month who will be responsible for conducting due diligence on our behalf on the oil and gas properties that we plan to acquire, drill or purchase.  Our geologist will be employed on a contract basis and will be compensated in the form of commissions from revenue generated by our property interests.

4.  After the tenth month following our financing we plan to start the next Phase of drilling development and production, which will consist of raising any necessary financing for 6 more Knox and 6 Devonian wells and installing a natural gas stripping unit.

The above program costs are management’s estimates and the actual project costs may exceed our estimates. To date, we have not commenced drilling.

Until we commence drilling activities, our monthly costs are approximately $2,500 a month.

Our development strategy is prone to significant risks and uncertainties, which can have an immediate impact on efforts to realize net cash flow and deter future prospects of revenue growth. Should we be unable to consistently generate revenue on a consolidated basis, there will be an immediate impact on our ability to continue our business operations.

We employ our President, Vice President and Secretary/Treasurer on a full-time basis.

Results of operations
 
For the period July 6, 2009 to March 31, 2010
 
For the period, July 6, 2009 (Inception) to March 31, 2011, we did not generate any revenues and incurred a net loss of approximately $104,000, or $0.44 per weighted average number of outstanding shares. During the period, our expenses relate primarily to preparation and implementation of our planned operations and included, in addition to normal general and administrative expenses, professional fees and stock compensation expenses for consulting and professional services and services rendered by our founding, related party shareholders of $32,000 and $8,000, respectively.
 
For the period July 6, 2009 to December 31, 2009
 
The Company did not engage in any business activity between the dates, July 6, 2009 and December 31, 2009.
 
For the period January 1, 2010 to December 31, 2010
 
For the period, January 1, 2010 to December 31, 2010, we did not generate any revenues and incurred a net loss of approximately $45,000, or $0.92 per weighted average number of outstanding shares.  During this period our expenses related primarily to preparation and implementation of planned operations and included general and administrative expenses of $119 and professional fees of $45,000.
 
For the period January 1, 2010 to March 31, 2010.
 
The Company did not engage in any business activity between the dates, January 1, 2010 and March 31, 2010.
 
For the period January 1, 2011 to March 31, 2011
 
For the period, January 1, 2011 to March 31, 2011, we did not generate any revenues and incurred a net loss of approximately $59,000, or $0.06 per weighted average number of outstanding shares. During this period our expenses related primarily to preparation and implementation of planned operations and included, in addition to normal general and administrative expenses, professional fees and stock compensation expenses for consulting and professional services and services rendered by our founding, related party shareholders of $32,000 and $8,000, respectively.
 
Liquidity
 
For the period July 6, 2009 to March 31, 2010
 
For the period, July 6, 2009 (Inception) to March 31, 2011, we used approximately $50,000 for operating activities and none for investing activities.  Net cash provided by financing activities totaled approximately $64,000, which primarily represents cash received from the issuance of convertible promissory notes, which were converted into our $0.001 par value common stock during the three month period ended March 31, 2011.
 
For the period July 6, 2009 to December 31, 2009
 
The Company did not engage in any business activity between the dates, July 6, 2009 and December 31, 2009.
 
For the period January 1, 2010 to December 31, 2010
 
For the period, January 1, 2010 to December 31, 2010, we used approximately $17,000 for operating activities and none for investing activities.  Net cash provided by financing activities totaled approximately $27,000, which primarily represents cash received from the issuance of convertible promissory notes, which were converted into our $0.001 par value common stock during the three month period ended March 31, 2011.
 
For the period January 1, 2010 to March 31, 2010.
 
The Company did not engage in any business activity between the dates, January 1, 2010 and March 31, 2010.
 
For the period January 1, 2011 to March 31, 2011
 
For the period, January 1, 2011 to March 31, 2011, we used approximately $34,000 for operating activities and none for investing activities.  Net cash provided by financing activities totaled $37,000, which represents cash received from the issuance of convertible promissory notes, which were converted into our $0.001 par value common stock during the three month period ended March 31, 2011.
 
SIGNIFICANT ACCOUNTING POLICIES

We report revenues and expenses using the accrual method of accounting for financial and tax reporting purposes.
 
USE OF ESTIMATES
 
Management uses estimates and assumption in preparing these financial statements in accordance with generally accepted accounting principles.  Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.

 
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INCOME TAXES
 
We account for income taxes under ASC 740 “Income Taxes” which codified SFAS 109, “Accounting for Income Taxes” and FIN 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that we will not realize tax assets through future operations.

FAIR VALUE OF FINANCIAL INSTRUMENTS
 
Accounting Standards Codification Topic 820, “Disclosures About Fair Value of Financial Instruments,” requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities, which are deemed to be financial instruments. Our financial instruments consist primarily of cash.
 
PER SHARE INFORMATION

We compute net loss per share accordance with FASB ASC 205 “Earnings per Share”.  FASB ASC 205 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 potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.

 STOCK OPTION GRANTS
 
We have not granted any stock options to our officers and directors since our inception. Upon the further development of our business, we will likely grant options to directors and officers consistent with industry standards for junior oil and gas companies.

DESCRIPTION OF PROPERTY
 
We hold oil and gas interests to the Raccoon Mountain Field in Clay and Whitley County, Kentucky. Within the Raccon Mountain Field, we own 100% working interests and 85 % net revenue interest to 21 wells with approximately 57 development locations and 17.79 miles of natural gas pipeline including one compressor station and sales tap.

We hold oil and gas interests to Wofford, Woodbine and Rockholds Fields. Within the Wofford Field, we own we own 100% working interests and 85 % net revenue interest to 11 wells with approximately 28 development locations with approximately 7.39 miles of natural gas pipeline and one compressor station with sales tap. Within the Woodbine Field, we own 100% working interests and 85 % net revenue interest to 4 wells and approximately 13 development locations and approximately 4.36 miles of natural gas pipeline, one compressor station and sales tap. Within the Rockholds Field, we own 3 wells and approximately 10 development locations and approximately 1.33 miles of natural gas pipeline, one compressor station with sales tap.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On January 7, 2010, A.D.I.D. Corporation, a Kentucky corporation controlled by Marshall Holbrook, assigned our current assets consisting of 39 wells, with approximately 108 development locations and over 28 miles of natural gas pipelines to us in exchange for our issuance of  an aggregate of 5,250,000 common shares as follows, (i) 16,667 common shares on January 7, 2010 and 1,733,333 common shares on March 17, 2011 to Sovereign One, Inc., a Tennessee Corporation controlled by our president and director, Mark Holbrook;   (ii) 16,667 common shares on January 7, 2010 and 1,733,333 common shares on March 17, 2011 to Logos Resources, Inc., a Tennessee Corporation controlled by our vice president and director Marshall Holbrook,  and  also 16,667 common shares on January 7, 2010;  and (iii) 1,733,333 common shares on March 17, 2011 to McCrome International, Inc. a Tennessee Corporation controlled by our secretary and director, Cora J. Holbrook.

On December 27, 2010, McCrome International, Inc. a Tennessee corporation controlled by Cora J Holbrook, loaned us $3,500 through a convertible note, which it converted into 7,000 shares of our common stock.

 
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On December 31. 2010, Logos Resources, Inc. a Tennessee corporation controlled by Marshall Holbrook, loaned us $3,500 through a convertible note, which it converted into 7,000 shares of our common stock.

On December 31, 2010, Sovereign One, Inc. a Tennessee corporation controlled by Mark Holbrook, loaned us $3,500 through   a convertible note, which it converted into 7,000 shares of our common stock.

On January 1, 2011, we issued 20,000 shares of our common stock to Mark Holbrook, our founder, vice-president and director in exchange for services rendered as our president.

On January 1, 2011, we issued 20,000 shares of our common stock to Mellissa Holbrook,  Marshall Holbrook’s spouse,  in exchange for services rendered as our vice president.

On January 1, 2011, we issued 20,000 shares of our common stock to Cora Holbrook, our secretary, treasurer and director in exchange for services rendered as our secretary and treasurer.
 
Loans from Shareholders/Officers

We have financed our operations by convertible notes we received from our shareholders between September 25, 2010 and March 31, 2011 in the aggregate amount of $64,000, which were converted into common shares at the price of $.50 per share or an aggregate of 128,000 shares. As stated above $10,500 of the $64,000 in loans received were received from corporations controlled by our management.

Except as set forth above, we have not entered into any material transactions with any director, executive officer, and promoter, beneficial owner of five percent or more of our common stock, or family members of such persons.

Corporate Governance and Director Independence

Our Board of Directors has   not established Audit, Compensation, and Nominating or Governance Committees as standing committees. The Board does not have an executive committee or any committees performing a similar function. We are not currently listed on a national securities exchange or in an inter-dealer quotation system that has requirements that a majority of the board of directors be independent. The Board has determined that no members of the Board are “independent” under the definition set forth in the listing standards of the NASDAQ Stock Market, Inc., which is the definition that the Board has chosen to use for the purposes of the determining independence, as the OTC Bulletin Board does not provide such a definition. Therefore, none of our current Board members are independent.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

There is no established public trading market for our securities and a regular trading market may not develop, or if developed, may not be sustained.  A shareholder in all likelihood, therefore, will be unable to resell his or her securities should he or she desire to do so when eligible for public resales. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops. 

Penny Stock Considerations

Our shares will be "penny stocks", as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00.  Thus, our shares will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.

Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer must make a special suitability determination regarding the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt.

 
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In addition, under the penny stock regulations, the broker-dealer is required to:

 
Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;

 
Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;

 
Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer's account, the account's value, and information regarding the limited market in penny stocks; and

 
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, prior to conducting any penny stock transaction in the customer's account.

Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our Common Stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market, and have the effect of reducing the level of trading activity in the secondary market.  These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded.  In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities.  Our shares in all probability will be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.

OTC Bulletin Board Qualification for Quotation

To have our shares of common stock on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock.  We have engaged in preliminary discussions with a FINRA Market Maker to file our application on Form 211 with FINRA, but as of the date of this Prospectus, no filing has been made.  We anticipate that after this registration statement is declared effective, it will take approximately 2 - 8 weeks for FINRA to issue a trading symbol and allow sales of our common stock.
 
Sales of our common stock under Rule 144

Once this registration statement is effective, the shares of our common stock being offered by our selling shareholders will be freely tradable without restrictions under the Securities Act of 1933, except for any shares held by our "affiliates," which will be restricted by the resale limitations of Rule 144 under the Securities Act of 1933.

None of our common shares are currently eligible for resale under  Rule 144.  In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least six months and persons who are affiliates must file a Form 144 with the SEC prior to sale, may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price.  If substantial amounts of our common stock become available for resale under Rule 144, prevailing market prices of our common stock will be reduced.

Holders

As of the date of this Prospectus, we have 36 shareholders of record of our common stock.

Dividends

We have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the foreseeable future.  We plan to retain any future earnings for use in our business.  Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as the Board of Directors deems relevant.

 
-27-

 

Reports to Shareholders

As a result of this offering as required under Section 15(d) of the Securities Exchange Act of 1934, we will file periodic reports with the Securities and Exchange Commission as required under Section 15(d).  However, if in the future we are not required to continue filing reports under Section 15(d), for example because we have less than three hundred shareholders of record at the end of the first fiscal year in which this registration statement is declared effective and we do not file a Registration Statement on Form 8-A upon the occurrence of such an event, our securities can no longer be quoted on the OTC Bulletin Board.   There is no guarantee that we will be able to meet the requirements to be able to cease filing reports under Section 15(d), in which case we will continue filing those reports in the years after the fiscal year in which this registration statement is declared effective.  Filing a registration statement on Form 8-A will require us to continue to file quarterly and annual reports with the SEC, even though we are no longer required to do so under Section 15(d), and will also subject us to the proxy rules of the SEC. In addition, our officers, directors and 10% stockholders will be required to submit reports to the SEC on their stock ownership and stock trading activity.  Thus the filing of a Form 8-A in such event makes our securities continued to be able to be quoted on the OTC Bulletin Board.     We are not required under Section 12(g) or otherwise to become a mandatory 1934 Act filer unless we have more than 500 shareholders and total assets of more than $10 million, however we voluntarily intend to do so if we are no longer obligated to file reports under Section 15(d).
 
 Where You Can Find Additional Information

We have filed with the Securities and Exchange Commission a registration statement on Form S-1.  For further information about us and the shares of common stock to be sold in the offering, please refer to the registration statement and the exhibits and schedules thereto. The registration statement and exhibits may be inspected, without charge, and copies may be obtained at prescribed rates, at the SEC's Public Reference Room at 100 F St., N.E., Washington, D.C. 20549.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The registration statement and other information filed with the SEC are also available at the web site maintained by the SEC at http://www.sec.gov.

EXECUTIVE COMPENSATION

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our Principal Executive Officer, our two most highly compensated executive officers other than our PEO who occupied such position at the end of our latest fiscal year and up to two additional executive officers who would have been included in the table below except for the fact that they were not executive officers at the end of our latest fiscal year, by us, or by any third party where the purpose of a transaction was to furnish compensation, for all services rendered in all capacities to us for the years ended December 31, 2009 and 2010.

Name
Title
Year
Salary
Bonus
Stock awards
Option awards
Non equity incentive plan compensation
Non qualified deferred compensation
All other compensation
Total
Mark Holbrook
President Director
2010
2009
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
                     
Marshall Holbrook
Vice -President
Director
2010
 
2009
0
 
0
0
 
0
0
 
0
0
 
0
0
 
0
0
 
0
0
 
0
0
 
0
                     
Cora J. Holbrook
Secretary/Treasurer
Director
2010
2009
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0

Summary Equity Awards Table
 
The following table sets forth certain information for our executive officers concerning unexercised options, stock that has not vested, and equity incentive plan awards as of December 31, 2010.

 
-28-

 

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END DECEMBER 31, 2010

   
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
   
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
   
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
   
Option
Exercise
Price
($)
   
Option
Expiration
Date
   
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
   
Market
Value
of
Shares or
Units
of
Stock
That
Have
Not
Vested
($)
   
Equity
Incentive
Plan
Awards:
Number
Of
Unearned
Shares,
Units or
Other
Rights
That
Have
Not
Vested
(#)
   
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units or
Other
Rights
That
Have
Not
Vested
($)
 
Mark Holbrook
   
0
     
0
     
0
     
0
     
0
     
0
     
0
     
0
     
0
 
Marshall Holbrook
   
0
     
0
     
0
     
0
     
0
     
0
     
0
     
0
     
0
 
Cora J. Holbrook
   
0
     
0
     
0
     
0
     
0
     
0
     
0
     
0
     
0
 
 
Narrative disclosure to summary compensation and option tables
 
We have no employment agreement with our officer.
 
At no time during the last fiscal year with respect to any person listed in the Table above was there:
·  
any outstanding option or other equity-based award repriced or otherwise materially modified (such as by extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined;
 
·  
any waiver or modification of any specified performance target, goal or condition to payout with respect to any amount included in non-stock incentive plan compensation or payouts;
 
·  
any option or equity grant;
 
·  
any non-equity incentive plan award made to a named executive officer;
 
·  
any nonqualified deferred compensation plans including nonqualified defined contribution plans; or
 
·  
any payment for any item to be included under All Other Compensation (column (i)) in the Summary Compensation Table.

 
-29-

 
 
Board of Directors
 
Director Compensation
 
Name                       Year
 
Fees
Earned
or paid
in cash
($)
   
Stock
awards
($)
   
Option
awards
($)
   
Non-equity
Incentive
plan
compensation
($)
   
Nonqualified
deferred
compensation
earnings
($)
   
All other
compensation
($)
   
Total
($)
 
Mark Holbrook       2010
                                  2009
   
0
0
     
0
0
     
0
0
     
0
0
     
0
0
     
0
0
     
 
0
0
 
Marshall Holbrook 2010
                                  2009
   
0
0
     
0
0
 
 
   
0
0
     
0
0
     
0
0
     
0
0
     
0
0
 
Cora J Holbrook     2010
                                  2009
   
0
0
     
0
0
     
0
0
     
0
0
     
0
0
     
0
0
     
0
0
 
 
We have no compensation arrangements (such as fees for retainer, committee service, service as chairman of the board or a committee, and meeting attendance) with directors.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.
 
 
-30-

 

FINANCIAL STATEMENTS
 
Puissant Industries, Inc.
 
(A Development Stage Company)
 
             
BALANCE SHEET
 
             
       
   
March 31,
   
December 31,
 
   
2011
   
2010
 
   
(Unaudited)
       
             
ASSETS
 
Current assets
           
Cash
  $ 12,862   $  10,001  
Total current assets
     12,862      10,001  
               
Other assets
             
Land leases
     3,121      3,121  
Total assets
  $ 15,983   $ 13,122  
               
LIABILITIES AND STOCKHOLDERS' DEFICIT
     
               
               
Current liabilities
             
Accounts and accrued expenses payable   $ 12,720   $ 28,000  
Total current liabilities      12,720      28,000  
               
Long-term debt
    -     -  
Notes payable
    -      27,000  
Total liabilities
    12,720     55,000  
               
Stockholders' deficit
             
Preferred stock, $0.001 par value; 10,000,000 authorized,
             
none outstanding at March 31, 2011
  $ -   $ -  
Common stock, $0.001 par value; 90,000,000 shares
             
authorized, 5,788,000 and 50,000 issued and outstanding at March 31, 2011 and December 31, 2010, respectively
    5,778     3,121  
Paid-in capital
    101,463     120   
Deficit accumulated during development stage     (103,978 )   (45,119 )
               
Total stockholders' deficit
    3,263     (41,878 )
Total liabilities and stockholders' deficit
  $ 15,983   $ 13,122  
               
 The accompanying footnotes are an integral part of these financial statements.

 
 
F-1-

 
Puissant Industries, Inc.
 
(A Development Stage Company)
 
                     
STATEMENT OF OPEATIONS
 
(Unaudited)
 
                     
                 
For the
 
                 
Period
 
                 
July 6, 2009
 
     
Three Months Ended
   
(Inception) to
 
     
March 31,
   
March 31,
 
     
2011
   
2010
   
2011
 
                     
                     
Revenue
  $ -     $ -     $ -  
                           
Costs and Expenses
                       
                           
 
Administrative expenses
    16,859       -       16,978  
 
Professional fees
    42,000       -       87,000  
 
Total costs and expenses
    58,859       -       103,978  
                           
Net loss before income taxes
    (58,859 )     -       (103,978 )
                           
provision for income taxes
    -               -  
                           
Net loss
  $ (58,859 )   $ -     $ (103,978 )
                           
Net loss per weighted share,
                       
 
basic and fully diluted
  $ (0.06 )   $ -          
                           
Weighted average number of common
                       
 
shares outstanding, basic and fully diluted
    999,756       46,629          
                           
 The accompanying footnotes are an integral part of these financial statements.

 
 
F-2-

 

 
(A Development Stage Company)
 
                                           
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
 
(Unaudtied)
 
                                           
                                 
Deficit
       
                                 
Accumulated
       
                           
Additional
   
During
       
   
Preferred Stock
   
Common Stock
   
Paid-in
   
Development
       
   
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
Stage
   
Total
 
                                           
                                           
                                           
Balance, July 6, 2009
    -     $ -       -     $ -     $ -     $ -     $ -  
                                                         
Common stock shares issued
                                                       
                                                         
Net income (loss)
                                                       
                                                         
Balance, December 31, 2009
    -       -       -       -       -       -       -  
                                                         
Shares issued in exchange
                                    -               -  
  for land leases
                    50,000       50       3,071               3,121  
                                                         
Contribution of capital
                                    120               120  
                                                         
Net income (loss)
                                            (45,119 )     (45,119 )
                                                         
                                                         
Balance, December 31, 2010
    -       -       50,000       50       3,191       (45,119 )     (41,878 )
                                                         
                                                         
Shares issued in connection
                                                       
with conversion of notes payable
                    128,000       128       63,872               64,000  
                                                         
Shares issued in exchange
                    5,200,000       5,200       (5,200 )             -  
  for land leases
                                                       
                                                         
Share issued for consulting services
                    320,000       320       31,680               32,000  
                                                         
Shares issued for services rendered
                    80,000       80       7,920               8,000  
                                                         
Net income (loss)
                                            (58,859 )     (58,859 )
                                                         
Balance, March 31, 2011
    -     $ -       5,778,000     $ 5,778     $ 101,463     $ (103,978 )   $ 3,263  
                                                         
 The accompanying footnotes are an integral part of these financial statements.
 
F-3-

 
 
Puissant Industries, Inc.
 
(A Development Stage Company)
 
STATEMENT OF CASH FLOWS
 
(Unaudited)
 
                   
                   
               
Period
 
               
July 6, 2009
 
   
For the Three Months Ended
   
(Inception) to
 
   
March 31,
   
March 31,
 
   
2011
   
2010
   
2011
 
                   
Cash flows from operations
                 
                   
Deficit accumulated during development stage
  $ (58,859 )   $ -     $ (103,978 )
                         
Adjustment to reconcile deficit accumulated during
                       
development stage to cash used in operating activities:
                       
Depreciation and amortization
    -               -  
Stock compensation
    40,000               40,000  
Changes in operating assets and liabilities:
                       
Accounts and accrued expenses payable
    (15,280 )             12,720  
Net cash used by operating activities
    (34,139 )     -       (51,258 )
                         
Cash flows from financing activities
                       
Contribution of capital by shareholder
    -       -       120  
Proceeds from issuance of convertible promissory notes
    37,000       -       64,000  
Net cash provided by financing activities
    37,000       -       64,120  
                         
Net increase (decrease) in cash
    2,861       -       12,862  
Cash, beginning of period
    10,001       -       -  
                         
Cash, end of period
  $ 12,862     $ -     $ 12,862  
           
Supplemental information:
                       
                         
Issuance of 128,000 shares of common stock in
                       
in connection with conversion of notes payable
  $ 64,000     $ -     $ 64,000  
                         
Shares issued for consulting services and services rendered
  $ 40,000     $ -     $ 40,000  
                         
Issuance of 5,250,000 shares of common stock in
                       
exchange for oil and gas leases
  $ -       -     $ 3,121  
                         
 The accompanying footnotes are an integral part of these financial statements.

 
F-4-

 
Puissant Industries, Inc.
(A Development Stage Company)
Notes to Financial Statements
For the Three Months Ended March 31, 2011 and 2010
 
Note 1—Description of Business and Corporate Information
 
Organization

American Resource Management, Inc. (the “Company”) was organized as a Wyoming corporation on July 6, 2009.  As of December 31, 2010 the Company was located in Columbia, Kentucky, in Adair County.
 
The Company has not commenced significant operations, and in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 915, “Development Stage Entity,” the Company is considered a development stage company.

The Company is an oil and natural gas exploration, development and production company geographically focused on the onshore United States. The Company currently has 39 wells assigned to it with over 2,837 acres available for drilling and exploration. The Company redomicled to the state of Florida and changed its name to Puissant Industries, Inc. On March 17, 2011.

Accounting period

The Company has adopted an annual accounting period of January through December.
 
Note 2—Summary of significant accounting principles

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates particularly significant to the financial statements include the following:

.
Estimates of our reserves of oil, natural gas and natural gas liquids ("NGL");
.
Future cash flows from oil and gas properties;
.
Depreciation, depletion and amortization expense;
.
Asset retirement obligations;
.
Fair values of derivative instruments;
.
Fair values of assets acquired and liabilities assumed from business combinations; and
.
Natural gas imbalances.

As fair value is a market-based measurement, it is determined based on the assumptions that market participants would use. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Such estimates and assumptions are adjusted when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from these estimates. Any changes in estimates resulting from continuous changes in the economic environment will be reflected in the financial statements in future periods.
 
 
F-5-

 
Puissant Industries, Inc.
(A Development Stage Company)
Notes to Financial Statements
For the Three Months Ended March 31, 2011 and 2010
 

Note 2—Summary of significant accounting principles (continued)

Use of estimates (continued)

There are numerous uncertainties in estimating the quantity of reserves and in projecting the future rates of production and timing of development expenditures, including future costs to dismantle, dispose and restore our properties. Oil and gas reserve engineering must be recognized as a subjective process of estimating underground accumulations of oil and gas that cannot be measured in an exact way.

Cash and cash equivalents

The Company considers short-term interest bearing investments with initial maturities of three months or less to be cash equivalents. Cash and cash equivalents consist of cash in banks, free credit on investment accounts and money market accounts.

Foreign currency translation

The Company complies with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 830, “foreign Currency Maters.” Monetary items are translated at the exchange rate in effect at the balance sheet date; non-monetary items are translated at historical exchange rates. Income and expense items are translated at the average exchange rate for the year. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

Property and equipment

Property and equipment is stated at cost less accumulated depreciation.  Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Repairs and maintenance are expensed as incurred while betterments and improvements are capitalized. When items are sold or retired, the related cost and accumulated depreciation is removed from the accounts and any gain or loss is included in operations.
 
The Company provides for depreciation and amortization over the following estimated useful lives:
 
 
Building
    39  
years
Land improvements
    10  
years
Machinery and equipment
    5-7  
years
Computer equipment
    3  
years
Office equipment
    7  
years
Trucks and trailers
    5  
years
 
F-6-

 

 
Puissant Industries, Inc.
(A Development Stage Company)
Notes to Financial Statements
For the Three Months Ended March 31, 2011 and 2010
 
Note 2—Summary of significant accounting principles (continued)

Oil and Gas Properties

Oil and gas investments are accounted for by the successful efforts method of accounting.  Accordingly, the costs incurred to acquire property (proved and unproved), all development costs, and successful exploratory costs are capitalized, whereas the costs of unsuccessful exploratory wells are expensed.

Depletion

The provision for depletion of proved oil and gas properties is calculated on the units-of-production method, whereby capitalized costs, as adjusted for future development costs and asset retirement obligations, are amortized over the total estimated proved reserves. The Company calculates depletion on a quarterly basis.

Inventories

Inventories, consisting primarily of tubular goods and other well equipment held for use in the development and production of natural gas and crude oil reserves, are carried at the lower of cost or market, on a first-in first-out basis. Adjustments are made from time to time to recognize, as appropriate, any reductions in value.

Unproved Properties

Investments in unproved properties are not depleted pending determination of the existence of proved reserves. Unproved properties are assessed periodically to ascertain whether there is a probability of obtaining proved reserves in the future. When it is determined these properties have been promoted to a proved reserve category or there is no longer any probability of obtaining proved reserves from the properties, the costs associated with these properties is transferred into the amortization base to be included in depletion calculations. Unproved properties whose costs are individually significant are assessed individually by considering the primary lease terms of the properties, the holding period of the properties, and geographic and geological data obtained relating to the properties. Where it is not practicable to assess properties individually as their costs are not individually significant, such properties are grouped for purposes of the periodic assessment.

Long-Lived Assets
 
In accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360 “Property, Plant, and Equipment,” the Company records impairment losses on long-lived assets such as oil and gas properties and equipment used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts.  There were no impairment charges during the three month periods ended March 31, 2011 and 2010.

Impairment of unproved oil and gas properties are determined by FASB ASC Topic 932, “Extractive Activities—Oil and Gas.”
 
 
F-7-

 
Puissant Industries, Inc.
(A Development Stage Company)
Notes to Financial Statements
For the Three Months Ended March 31, 2011 and 2010
 
Note 2—Summary of significant accounting principles (continued)

Fair Value of Financial Instruments
 
The fair values of the Company’s assets and liabilities that qualify as financial instruments under FASB ASC Topic 825, “Financial Instruments,” approximate their carrying amounts presented in the accompanying balance sheet at March 31, 2011 and 2010.

Market Risk
 
Our activities primarily consist of acquiring, owning, enhancing and producing oil and gas properties. The future results of our operations, cash flows and financial condition may be affected by changes in the market price of oil and natural gas. The availability of a ready market for oil and natural gas products in the future will depend on numerous factors beyond our control, including weather, imports, marketing of competitive fuels, proximity and capacity of oil and natural gas pipelines and other transportation facilities, any oversupply or undersupply of oil, natural gas and liquid products, the regulatory environment, the economic environment and, other regional and political events, none of which can be predicted with certainty.

Oil and Gas Reserve Quantities

Reserves and their relation to estimated future net cash flows impact our depletion and impairment calculations. As a result, adjustments to depletion are made concurrently with changes to reserve estimates. We disclose reserve estimates, and the projected cash flows derived from these reserve estimates, in accordance with SEC guidelines. Our independent engineers will also adhere to the SEC definitions when preparing their reserve reports.
 
Asset Retirement Obligations

We have significant obligations to plug and abandon oil and natural gas wells and related equipment at the end of oil and natural gas production operations. We incur these liabilities upon acquiring or drilling a well. GAAP requires entities to record the fair value of a liability for an asset retirement obligation (“ARO”) in the period in which it is incurred with a corresponding increase in the carrying amount of the related long-lived asset. Over time, changes in the present value of the liability are accreted and expensed. The capitalized asset costs are depleted as a component of the full cost pool. The fair values of additions to the ARO liability are estimated using present value techniques that convert future cash flows to a single discounted amount. Significant inputs to the valuation include estimates of: (i) plug and abandonment costs per well based on existing regulatory requirements; (ii) remaining life per well; (iii) inflation factors; and (iv) a credit-adjusted risk free rate. Future revisions to ARO estimates will impact the present value of existing ARO liabilities and corresponding adjustments will be made to the capitalized asset retirement costs balance. Upon settlement of the liability, we report a gain or loss to the extent the actual costs differ from the recorded liability.


 
F-8-

 
Puissant Industries, Inc.
(A Development Stage Company)
Notes to Financial Statements
For the Three Months Ended March 31, 2011 and 2010
 
Note 2—Summary of significant accounting principles (continued)

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC Topic 740 “Income Taxes,” which requires accounting for deferred income taxes under the asset and liability method.  Deferred income tax asset and liabilities are computed for the difference between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on the enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.  Valuation allowances are established, when necessary, to reduce the deferred income tax assets to the amount expected to be realized.
 
The determination of the Company’s provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws.  Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions.  The benefits of uncertain tax positions are recorded in the Company’s financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from tax authorities.  When facts and circumstances change, the Company reassesses these probabilities and records any changes in the financial statements as appropriate.  Accrued interest and penalties related to income tax matters are classified as a component of income tax expense.
 
 
In accordance with GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. state and local jurisdictions. . The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement.  De-recognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce stockholders’ equity. This policy also provides guidance on thresholds, measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different entities.  It must be applied to all existing tax positions upon initial adoption and the cumulative effect, if any, is to be reported as an adjustment to stockholder’s equity as of January 1, 2009.  Based on its analysis, the Company has determined that the adoption of this policy did not have a material impact on the Company’s financial statements upon adoption. However, management’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof.

Interest and Penalty Recognition on Unrecognized Tax Benefits

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

Comprehensive Income

The Company complies with FASB ASC Topic 220, “Comprehensive Income,” which establishes rules for the reporting and display of comprehensive income (loss) and its components.
 
 
 
F-9-

 
Puissant Industries, Inc.
(A Development Stage Company)
Notes to Financial Statements
For the Three Months Ended March 31, 2011 and 2010
 
Note 2—Summary of significant accounting principles (continued)

Loss Per Common Share

The Company complies with the accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period.  Diluted loss per common share incorporates the dilutive effect of common stock equivalents on an average basis during the period.  The calculation of diluted net loss per share excludes 192,000 warrants as of December 31, 2010 since their effect is anti-dilutive.

Stock-Based Compensation

The Company complies with FASB ASC Topic 718 “Compensation – Stock Compensation,” which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services.  It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. FASB ASC Topic 718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions.  FASB ASC Topic 718 requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions).  That cost will be recognized over the period during which an employee is required to provide service in exchange for the award the requisite service period (usually the vesting period).  No compensation costs are recognized for equity instruments for which employees do not render the requisite service.  The grant-date fair value of employee share options and similar instruments will be estimated using option-pricing models adjusted for the unique characteristics of those instruments (unless observable market prices for the same or similar instruments are available).  If an equity award is modified after the grant date, incremental compensation cost will be recognized in an amount equal to the excess of the fair value of the modified award over the fair value of the original award immediately before the modification.  For the three month periods ended March 31, 2011 and 2010, the Company recorded compensation expense of $40,000 and $-0-, respectively.

Valuation of Investments in Securities at Fair Value—Definition and Hierarchy

FASB ASC Topic 820 “Fair Value Measurements and Disclosures” provides a framework for measuring fair value under generally accepted accounting principles in the United States and requires expanded disclosures regarding fair value measurements.  ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. 
 
In determining fair value, the Company uses various valuation approaches.  In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.  Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company.  Unobservable inputs reflect the Company’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.  FASB ASC Topic 820 establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations, as follows:
 
 
 
F-10-