Puissant Industries, Inc. - FORM 10-K

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EX-32.1 - CERTIFICATION - Puissant Industries, Inc.	psnt_ex321.htm
EX-31.1 - CERTIFICATION - Puissant Industries, Inc.	psnt_ex311.htm
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EX-31.2 - CERTIFICATION - Puissant Industries, Inc.	psnt_ex312.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ending December 31, 2012

Commission file number: 333-178280

PUISSANT INDUSTRIES INC.

(Exact name of Registrant as specified in its charter)

Florida		27-0543309
(State of Incorporation)		(I.R.S. Employer Identification No.)

520 Whitley Street, PO Box 1263, London, KY 40741

(Address of principal executive offices)

606-864-3161

(Registrant’s telephone number, including area code)

All Correspondence to:

Frederick M. Lehrer, Esq.

Attorney and Counselor at Law

285 Uptown Blvd, 402

Altamonte Springs, Florida

Office: (321) 972-8060

Cell: (561) 706-7646

E-Fax: (561) 423-3753

Email: flehrer@securitiesattorney1.com

Website: www.securitiesattorney1.com

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

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

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

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

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold: $2.00.

The number of shares of the Registrant’s common stock issued and outstanding as of April 13, 2013 was 6,644,200 shares.

Documents Incorporated by Reference

The exhibits incorporated by reference to this Form 10-K are denoted in our Exhibit table on page 29.

TABLE OF CONTENTS

		Page
PART I			5
Item 1	Business		5
Item 1A	Risk Factors		12
Item 1B	Unresolved Staff Comments		12
Item 2	Properties		12
Item 3	Legal Proceedings		17
Item 4	Mine Safety Disclosures		18

PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		18
Item 6	Selected Financial Data		20
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operation		20
Item 7A	Quantitative and Qualitative Disclosures About Market Risk.		21
Item 8	Financial Statements and Supplementary Data.		F-1
Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		22
Item 9A	Controls and Procedures		22
Item 9B	Other Information		22

PART III			23
Item 10	Directors, Executive Officers and Corporate Governance		23
Item 11	Executive Compensation		24
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		26
Item 13	Certain Relationships and Related Transactions, and Director Independence		27
Item 14	Principal Accountant Fees and Services		29

PART IV
Item 15	Exhibits and Financial Statement Schedules		29

SIGNATURES			32

DEFINITIONS

The following defined terms are used in this report.

References to Puissant Industries, Inc., a Florida corporation, are referred to herein as “we”, “our” or “us”, unless the context provides for otherwise.

GLOSSARY OF TERMS

Unless otherwise indicated in this report, natural gas volumes are stated at the legal pressure base of the state or geographic area in which the reserves are located at 60 degrees Fahrenheit. Crude oil and natural gas equivalents are determined using the ratio of six Mcf of natural gas to one barrel of crude oil, condensate or natural gas liquids. The following definitions shall apply to the technical terms used in this report.

Terms used to describe quantities of crude oil and natural gas:

“Bbl” – barrel or barrels.

“BOE” – barrels of crude oil equivalent.

“Mcf” – thousand cubic feet of gas.

“MMbtu” – million British thermal units.

“MMcf” – million cubic feet of gas.

“MMcfpd” – million cubic feet of gas per day.

“NGL” – natural gas liquids.

Terms used to describe our interests in wells and acreage:

Natural gas is converted into barrels of oil equivalent based on six Mcf of gas to one barrel of crude oil or other liquid hydrocarbons.

Development well is a well drilled within the proved area of an oil or natural gas field to the depth of a stratigraphic horizon known to be productive.

Exploratory well is a well drilled to find and produce oil or natural gas reserves in an unproved area, to find a new reservoir in a field previously found to be productive of oil or gas in another reservoir, or to extend a known reservoir.

Field is an area consisting of a single reservoir or multiple reservoirs all grouped on or related to the same individual geological structural feature or stratigraphic condition.

PV-10, a non-GAAP measure, is the pre-tax present value, discounted at 10% per year, of estimated future net cash flows from the production of proved reserves, computed by applying sales prices in effect as of the dates of such estimates and held constant throughout the productive life of the reserves (except for consideration of price changes to the extent provided by contractual arrangements), after deducting the estimated future costs to be incurred in developing, producing and abandoning the proved reserves (computed based on current costs and assuming continuation of existing economic conditions.) We believe PV-10 to be an important measure for evaluating the relative significance of our natural gas and oil properties. PV-10 is computed on the same basis as the standardized measure of discounted future net cash flows but without deducting income taxes. We further believe investors and creditors may utilize our PV-10 as a basis for comparison of the relative size and value of our reserves to other companies. However, PV-10 is not a substitute for the standardized measure.

Productive well is a well that is producing or is capable of production, including natural gas wells awaiting pipeline connections to commence deliveries and oil wells awaiting connection to production facilities.

Proved reserves are the estimated quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible – from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations. Reservoirs are considered proved if shown to be economically producible by either actual production or conclusive formation tests. See Regulation S-X, Rule 4-10(a)(22)-(26), (Reg. § 210.4-10) available on the Internet at www.sec.gov/divisions/corpfin/ecfrlinks.shtml.

Proved developed reserves are the portion of proved reserves that has an expectation of recovery through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well.

Proved undeveloped reserves are the portion of proved reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

Working interest is the operating interest that gives the owner the right to drill, produce and conduct operating activities on the property and a share of production.

Workover is operations on a producing well to restore or increase production.

PART I

Item 1. Business

GENERAL

Corporate Overview.

On July 6, 2009, we incorporated in Wyoming as American Resource Management, Inc. On March 17, 2011, we changed our domicile to the State of Florida and simultaneously changed our name to Puissant Industries, Inc. Our principal offices are located at 520 Whitley Street, P.O. Box 1263, London, Kentucky 40741. Our telephone number is 606-864-3161. We currently do not have a website, although we plan to develop one during our fiscal quarter ending June 30, 2013.

Business Description.

We are engaged in oil and gas exploration and development activities in fractured shale formations located in Eastern Kentucky.

To date, our operations have consisted of the following:

i. our acquisition of a 100% working interest and approximately 85% net revenue interest in 39 shut-in wells, with and estimated 28 miles of natural gas pipeline;

ii. commenced recompletion of old wells and connecting wells to our existing pipeline;

iii. located Seminole Energy Services to purchase our natural gas obtained from recompleting 26 existing wells;

iv. sold 148,285 Mcf of gas obtaining approximate revenues of $410,008 through December 31, 2012, for an average price per Mcf of about $2.77. We had lease operating expenses (LOE) of approximately $0.53 per Mcf.

v. our acquisition of the surface mineral and property rights to 100 acres and subsurface rights to 175 acres in Clay County Kentucky.

On or about January 15, 2005, Sovereign One, Inc., a company controlled by Mark Holbrook, our Chief Executive Officer; McCrome International, Inc., a company controlled by our director, Cora J Holbrook and Logos Resources, Inc., a company controlled by Marshall Holbrook, our Director entered into an agreement with A.D.I.D. Corporation, a Kentucky corporation controlled by Marshall Holbrook ("A.D.I.D.") whereby A.D.I.D. agreed to acquire oil and gas leases and properties and assign such oil and gas leases and properties entities as specified by Sovereign One Inc., McCrome International, Inc., and Logos Resources, Inc. Mark Holbrook and Cora Holbrook are married to one another and Marshall Holbrook is their son.

In exchange for our issuance of an aggregate of 5,250,000 shares of our common stock representing 1,750,000 common shares to each Sovereign One Inc., McCrome International, Inc. and Logos Resources, Inc., A.D.I.D. assigned the following interests to us:

(i) on August 9, 2010, 100% ownership in: (a) 34,000 of 2-inch natural gas pipeline and 60,000 feet of 4-inch natural gas pipeline, compressor stations, right of ways and easements located in Clay and Laurel Counties, Kentucky; and (b) 59,000 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; and

(ii) on February 15, 2010, a 100% working interest and an 85% net revenue interest of 39 oil and gas wells and leases in Kentucky wells (the “Wells”).

This 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 net revenue interest provides us with approximately 85% of the proceeds from any oil and gas production on the Wells after payment of all operating and development costs.

We own 100% of ARM Operating Company (“ARM”), a Kentucky corporation, which manages all of our oil and gas properties and oversees the operation, development, and maintenance of all our oil and gas wells, leases, and reserve activities. ARM will be registered as the operator of wells with all relevant governmental agencies, and it will be responsible for maintaining production and maintenance reports for all of our wells and facilities. Our officers and Board of Directors make all decisions concerning ARM.

We file periodic reports with the Securities and Exchange Commission (“SEC”) on Forms 10-Q and 10-K. These forms, are available free of charge at sec.gov. Materials filed with the SEC may also be read at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.

Business Strategy

Our business strategy is to create value for our shareholders by growing reserves, production and cash flow on a cost-efficient basis. Key elements of our strategy include:

• Developing and exploiting our existing properties. Development of our existing position in the Appalachian Basin Devonian Shale is our primary objective. We plan to continue to concentrate our capital expenditures in the Devonian Shale, where we believe our current acreage position provides an attractive return on the capital employed on a multi-year drilling program.

• Maintain Long-Life Reserve Base. We focus our acreage acquisition and development activities on resources that target long-life gas and oil reserves. Long-life gas and oil reserves provide a more stable growth platform than short-life reserves. Long-life reserves reduce reinvestment risk as they lessen the amount of reinvestment capital deployed each year to replace production. Long-life crude oil and natural gas reserves will also assist us in minimizing costs as stable production makes it easier to build and maintain operating economies of scale.

• Disciplined Financial Approach. Our goal is to remain financially strong, yet flexible, through the prudent management of our balance sheet and active management of commodity price volatility. We will manage the development and operation of the properties and locate third parties to drill a prospect on an as needed basis.

For further information regarding our Business, please see our Property Section at page 12 to page 17.

Industry and Economic Factors.

We will face many factors inherent in the oil and gas industry, including widely fluctuating oil and gas prices, cyclical and volatile markets and difficulties in predicting future price movements difficult. While revenues will be a function of both production and prices, wide swings in prices will have the greatest impact on our 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.

Market for Oil and Gas Production.

Both the state and federal governments regulate the market for oil and gas production. The overall market is mature and, with the exception of gas, all producers in a producing region will receive the same price. If we locate oil reserves it will be pumped from wells and stored in tanks at the well site where for the purchaser normally to pick up.

Natural gas 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 oil and gas and oil prices will fluctuate with the seasons and the general market conditions.

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 and most of which have greater financial resources and revenues.

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 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.

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 and may negatively affect our operations. The regulatory burden on this industry increases our cost of doing business and, therefore, affects our potential profitability.

All of our well interests and non-producing properties are located onshore in the United States. Oil and natural gas production is subject to various taxes, such as gross production taxes and, in some cases, ad valorem taxes.

The State of Kentucky and other states require permits for drilling operations, drilling bonds and reports concerning operations and impose other regulations relating to the exploration for and production of oil and natural gas. These states also have regulations addressing conservation matters, including provisions for the unitization or pooling of oil and natural gas properties and the regulation of spacing, plugging and abandonment of wells. These regulations vary from state to state. As previously discussed, we rely on our well operators to comply with governmental regulations.

Various aspects of our oil and natural gas operations are regulated by agencies of the federal government. The Federal Energy Regulatory Commission (“FERC”) pursuant to the Natural Gas Act of 1938 and the Natural Gas Policy Act of 1978 (“NGPA”) generally regulates the transportation of natural gas in interstate commerce. The intrastate transportation and gathering of natural gas (and operational and safety matters related thereto) may be subject to regulation by state and local governments.

Federal Energy Regulatory Commission's ("FERC") jurisdiction over interstate natural gas sales was substantially modified by the NGPA under which FERC continued to regulate the maximum selling prices of certain categories of natural gas sold in “first sales” in interstate and intrastate commerce. Effective January 1, 1993, however, the Natural Gas Wellhead Decontrol Act (the “Decontrol Act”) deregulated natural gas prices for all “first sales” of natural gas. Because “first sales” include typical wellhead sales by producers, all natural gas produced from our natural gas properties is sold at market prices, subject to the terms of any private contracts in effect. The Decontrol Act did not affect FERC’s jurisdiction over natural gas transportation.

Sales of natural gas are affected by intrastate and interstate natural gas transportation regulation. Beginning in 1985, FERC adopted regulatory changes that have significantly altered the transportation and marketing of natural gas. These changes were intended by FERC to foster competition by transforming the role of interstate pipeline companies from wholesale marketers of natural gas to the primary role of natural gas transporters. As a result of the various omnibus rulemaking proceedings in the late 1980s and the individual pipeline restructuring proceedings of the early to mid-1990s, interstate pipelines must provide open and nondiscriminatory transportation and transportation-related services to all producers, natural gas marketing companies, local distribution companies, industrial end users and other customers seeking service. Through similar orders affecting intrastate pipelines that provide similar interstate services, FERC expanded the impact of open access regulations to intrastate commerce.

More recently, FERC has pursued other policy initiatives that have affected natural gas marketing. Most notable are: (1) permitting the large-scale divestiture of interstate pipeline-owned natural gas gathering facilities to affiliated or non-affiliated companies; (2) further development of rules governing the relationship of the pipelines with their marketing affiliates; (3) the publication of standards relating to the use of electronic bulletin boards and electronic data exchange by the pipelines to make transportation information available on a timely basis and to enable transactions to occur on a purely electronic basis; (4) further review of the role of the secondary market for released pipeline capacity and its relationship to open access service in the primary market; and (5) development of policy and promulgation of orders pertaining to its authorization of market-based rates (rather than traditional cost-of-service based rates) for transportation or transportation-related services upon the pipeline’s demonstration of lack of market control in the relevant service market.

As a result of these changes, sellers and buyers of natural gas have gained direct access to the particular pipeline services they need and are able to conduct business with a larger number of counter parties. These changes generally have improved the access to markets for natural gas while substantially increasing competition in the natural gas marketplace. The effect of future regulations by FERC and other regulatory agencies cannot be predicted.

Sales of oil are not regulated and are made at market prices. The price received from the sale of oil is affected by the cost of transporting it to market. Much of that transportation is through interstate common carrier pipelines. Effective January 1, 1995, FERC implemented regulations generally grandfathering all previously approved interstate transportation rates and establishing an indexing system for those rates by which adjustments are made annually based on the rate of inflation, subject to certain conditions and limitations. Over time, these regulations tend to increase the cost of transporting oil by interstate pipelines, although some annual adjustments may result in decreased rates for a given year. These regulations have generally been upheld on judicial review. Every five years, FERC will examine the relationship between the annual change in the applicable index and the actual cost changes experienced by the oil pipeline industry.

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 will be 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.

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

Because we are directly involved in the extraction and use of natural resources, we are subject to various federal, state and local laws and regulations regarding environmental and ecological matters. Compliance with these laws and regulations may necessitate significant capital outlays; however, to date, our cost of compliance has been immaterial. We do not believe the existence of these environmental laws, as currently written and interpreted, will materially hinder or adversely affect our business operations; however, there can be no assurances of future events or changes in laws, or the interpretation of laws, governing our industry.

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, affect our operations. 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 landowners 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. 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 will spend some funds on research and development; however, since our inception we have spent no funds on research on development.

Employees

We currently have three full-time employees who are our officers and directors and who are a family relationship to one another, as follows: (a) Mark Holbrook, our Chief Executive Officer/Director; (B) Cora Holbrook, our Chief Financial Officer/Director; and (c) Marshall Holbrook, our Vice President/Director. We intend to retain the services of consultants on a contract basis to assist on our mineral claims andto assist with preparation of financial statements and reserve reports.

Executive Offices

Our executive offices are currently located at 520 Whitley Street, P.O. Box 1263, London, Kentucky 40741 and our telephone number is 606-864-3161. We have 5 offices at our executive offices composed of 1520 square feet. We pay $850 per month for lease of our offices. Our lease agreement expires on December 1, 2014.

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.

Competitive Business Conditions

The oil and natural gas industry is highly competitive, particularly in the search for new oil and natural gas reserves. Many factors affect our competitive position and the market for its products that are beyond its control. Some of these factors include the quantity and price of foreign oil imports, changes in prices received for its oil and natural gas production, business and consumer demand for refined oil products and natural gas, and the effects of federal and state regulation of the exploration for, production of and sales of oil and natural gas. Changes in existing economic conditions, political developments, weather patterns and actions taken by OPEC and other oil-producing countries have a dramatic influence on the price Puissant receives for its oil and natural gas production.

Sources and Availability of Raw Materials

The existence of recoverable oil and natural gas reserves in commercial quantities is essential to the ultimate realization of value from our mineral and leasehold acreage. These mineral and leasehold properties are the raw materials to our business. The production and sale of oil and natural gas from the our properties is essential to provide the cash flow necessary to sustain our ongoing viability. We reinvest a portion of our cash flow to purchase oil and natural gas mineral and leasehold acreage to assure the continued availability of acreage with which to participate in exploration, drilling and development operations and, subsequently, the production and sale of oil and natural gas. This participation in exploration and production activities and purchase of additional acreage is necessary to continue to supply us with the raw materials with which to generate additional cash flow. Mineral and leasehold acreage purchases are made from many owners. We do not rely on any particular companies or persons for the purchases of additional mineral and leasehold acreage.

Patents, Trademarks, Licenses, Franchises and Royalty Agreements.

We do not own any patents, trademarks, licenses or franchises. Royalty agreements on producing oil and natural gas wells stemming from our ownership of mineral acreage generate a portion of our revenues. These royalties are tied to ownership of mineral acreage and this ownership is perpetual, unless sold by us. Royalties are due and payable to us whenever oil and/or natural gas is produced and sold from wells located on our mineral acreage.

Material Agreements.

June 1, 2011 Agreement with A.D.I.D.

Effective June 1, 2011, we entered into a Well Services Agreement with A.D.I.D. Corporation, a Kentucky corporation controlled by our Vice President and Director, 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 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.

Agreement with Margaret Reep

On August 1, 2011, we entered into an agreement with Margaret Reep, whereby we acquired the below ground mineral and property rights to 175 acres in Clay County Kentucky in exchange for $25,000. The agreement provided for a $1,000 down payment, with the $24,000 balance to be paid in twelve monthly payments of approximately $2,077, which includes interest at 7% per annum, which we paid in full. We made our last payment to Margaret Reep in October 1, 2012 and in full payment for the mineral and property rights, Margaret Reep executed a Release of Promissory Note Mortgage on the same date relieving us from any further indebtedness pertaining to this agreement.

Agreement with Debra Adams

On October 13, 2011, we entered into an agreement with Debra Adams, whereby we acquired the surface mineral and property rights including timber, coal and all other minerals to 100 acres in Clay County, Kentucky for $50,000. The Agreement provided for a $500 down payment, with the balance of $49,500 to be paid in 120 payments of approximately $575, which includes interest at 7% per annum.

Agreement with Seminole Energy Services, LLC

On September 20, 2011, we entered into a contract for the purchase and sale of natural gas with Seminole Energy Services, L.L.C. (“Seminole”). This agreement provides that Seminole agrees to purchase from us up to a maximum of 1000 MMBtus (million British thermal units) per day out of the production of gas from our wells on our leasehold properties located in the Eastern Kentucky region.

We will sell our gas to Seminole and while we are responsible for delivery to the delivery point, Seminole is responsible for gas after our delivery point. We have approximately 28 miles of gathering line to connect our wells to Seminole’s gathering and treatment facility. 26 of our wells are now connected to this system.

Seminole will pay us spot price for the gas that it purchases from us. Seminole and we have agreed to net any payments due us under the contract on the 25th day of the month following the month of delivery.

Either party upon 30 days notice may terminate the agreement.

Item 1A. Risk Factors

As a smaller reporting company, we are not required to include risk factors in our Form 10-K; nonetheless, you may review risk factors at sec.gov as contained in our S-1 Registration Statement and our Form 10-K for the period ending December 31, 2011.

Special Information Regarding Forward Looking Statements.

Some of the statements in this Annual Report on Form 10-K 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. Because our securities are considered “penny stocks”, the Private Securities Litigation Reform Act of 1995 is unavailable to us.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Our Executive Offices

Our executive offices, which are composed of 1500 square feet, are currently located at 520 Whitley Street, P.O. Box 1263, London, Kentucky 40741 and our telephone number is 606-864-3161. We pay monthly rent of $ 850.00 for this location.

Our Oil and Gas Properties

Our oil and gas interests are for properties are located in Laurel, Clay and Whitley Counties in Kentucky. We hold a 100% working interest and approximately 85% Net Revenue interest in 3935 total acres, 390 Acres Developed and 2040 undeveloped acres in Clay and Laurel Counties and 1505 Total acres leased, 455 Acres Developed and 1050 undeveloped in Whitley County.

We hold oil and gas interests to the Raccoon Mountain Field in Clay and Laurel Counties, Kentucky. Within the Raccoon Mountain Field, we own 100% working interests and approximately 85 % net revenue interest to 21 wells and 17.79 miles of natural gas pipeline including one compressor station and sales connection.

We hold oil and gas interests to Wofford, Woodbine and Rockholds Fields located in Whitley County. Within the Wofford Field, we own 100% working interests and approximately 85 % net revenue interest to 11 wells 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 approximately 85 % net revenue interest to 4 wells 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 1.33 miles of natural gas pipeline, one compressor station with sales tap.

Acreage and Wells Summary.

The following table sets forth our acreage, which consists of only developed and undeveloped oil and natural gas leases:

			Undeveloped Acreage(1)(2)(5)				Developed Acreage(2)				Total
Property	No of Wells		Gross(3)		Net(4)		Gross(3)		Net(4)

Clay and Laurel County-Total		21

Shut In		8

Non-Shut In		13		2040		2040		390		390		2430

Racoon Mountain Field

Whitley County-Total		18

Shut In		5

Non-Shut In		13		1050		1050		455		455		1505

Wofford Field

Woodbine Field

Rockholds Field

TOTAL(5)		39		3090		3090		845		845		3935

___________

(1)	Developed acres are acres spaced to productive wells.
(2)	Undeveloped acres are acres on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of natural gas or oil, regardless of whether such acreage contains proved reserves.
(3)	A gross acre is an acre in which a working interest is owned. The number of gross acres is the total number of acres in which a working interest is owned.
(4)	A net acre is deemed to exist when the sum of the fractional ownership working interests in gross acres equals one. The number of net acres is the sum of the fractional working interests owned in gross acres expressed as whole numbers and fractions thereof.

PUISSANT INDUSTRIES, INC.

PROPERTIES LOCATION MAP

CLAY, LAUREL AND WHITLEY COUNTIES, KENTUCKY

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 with about 17.79 miles of natural gas pipeline including one compressor station and sales tap in the Raccoon Mountain Field.

On August 1, 2011, we hold the below ground mineral and property rights to 175 acres in the Raccoon Mountain Field in Clay County Kentucky.

On October 13, 2011, we hold the surface mineral and property rights, including timber, surface, coal and surface minerals to 100 acres in the Raccoon Mountain Field in Clay County, Kentucky.

Wofford Field.

The Wofford Field is located in Whitley County, Kentucky. Within this Field, we own 11 wells and approximately 7.39 miles of natural gas pipeline and one compressor station with sales tap.

Woodbine Field.

Within the Woodbine Field, we own 4 wells 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 1.33 miles of natural gas pipeline and 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.

Report by Independent Engineering Firm

An independent petroleum-engineering firm provided the following information with respect to the proved reserves attributable to our Properties as of December 31, 2012.

		Proved Developed Producing		Proved Undeveloped		Total Proved
Net Reserves
Natural Gas	-MMcf		3,004.348		11,839.560		14,843.908
Oil / Condendsate	-Mbbl		39.317		137.606		176.923

Income Data
Future Gross Revenue	-M$		10,152.982		38,494.999		48,647.980
Deductions	-M$		2,477.669		9,849.277		12,326.946
Future Net Income
Undiscounted	-M$		7,675.312		28,645.722		36,321.034
Discounted @10% (Net Present Value)	-M$		4,402.887		13,681.708		18,084.595

The foregoing estimated proved reserve data was prepared using unweighted average first-day-of-the-month prices for the year ended December 31, 2012. The Securities and Exchange Commission (SEC) pricing guidelines were used to set the oil and gas prices. An oil price of $94.71 per barrel (Bbl) and a gas price of $2.752 per million British Thermal Unit (MMbtu) were used in this study. The prices were adjusted for energy content, price differentials, and other expenses as needed.

Our proved natural gas reserves were 14.843 billion cubic feet (Bcf), or 2.473 million barrels of oil equivalent (BOE) (1Bbl = 6 Mcf basis). The proved oil reserves were .177 million barrels, for a total of 2.650 million barrels of oil equivalent (BOE). The Net Present Value, discounted at 10%, of the estimated future net cash flow before income taxes (PV-10) of our total proved reserves at December 31, 2012 was $18.084 million.

There are many uncertainties inherent in estimating quantities and values of proved reserves and projecting future rates of production and timing of development. The reserve data set forth herein, although prepared by an independent petroleum engineer in a manner customary in the industry, are estimates only, and the actual quantities and values of oil and gas are likely to differ from the estimated amounts set forth herein. In addition, the reserve estimates for our properties will be affected by future changes in sales prices of oil and gas produced. Other than those filed with the SEC, our estimated reserves have not been filed with or included in any reports to any federal agency.

Description of Securities

The following description is a summary of the material terms of the provisions of our Articles of Incorporation and Bylaws, exhibits of which were included in our S-1 registration statement, which was declared effective on October 28, 2011.

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 report on Form 10-K there are 6,615,400 of our common stock issued and outstanding held by 46.

Preferred Stock.

We are authorized to issue 10,000,000 shares of blank check preferred stock, no shares of which 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.

From September 25, 2010 through March 29, 2011, we offered and sold $64,000 of convertible promissory notes with attached warrants to 25 persons. Each note was converted into common shares at the price $.50 per. Under the terms of the convertible note agreement six months after a qualifying transaction we became obligated to grant each note holder 1500 warrants for every $500 invested. Under the terms of paragraph 3 of the note, we became required to issue the warrants upon the closing of a Qualifying Transaction, which is defined as a purchase of, formation of, merger with, and/or acquisition of a corporate entity with equity securities. A qualifying transaction occurred upon our filing articles of incorporation with the state of Florida on March 17, 2011 when we changed our domicile from Wyoming to Florida because we caused the formation of a corporate entity with equity securities. As such on September 17, 2011, we granted each note holder 1500 warrants for every $500 invested for an aggregate of 192,000 warrants. The warrant holder may exercise 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.

On or about August 15, 2012, we terminated the issuance of the warrants and provided an equal number of restricted shares to each of the 25 holders, as more fully detailed on page 19. As such, we have no warrants outstanding.

Florida Anti-Takeover Laws.

As a Florida corporation, we are subject to certain anti-takeover provisions that apply to public corporations under Florida law. Section 607.0901 of the Florida Business Corporation Act, or the Florida Act, provides that 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.

Additionally, 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.

Item 3. Legal Proceedings

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

Item 4. Mine Safety Disclosure

Inapplicable. We do not operate any mines and are not subject to Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act in so far as Section 1503’s disclosure requirement that a reporting issuer of a coal or other mine to disclose, among other things, mine safety violations, citations and orders related to the mine being operated.

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

Market Information

Our common shares are quoted on the OTC Markets inter-dealer quotation system under the symbol, PSST. 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.

The following table sets forth the range of high and low bid quotations for our common stock for each of the periods indicated as reported by the OTCBB. These quotations reflect inter-dealer prices, without retail mark-up, markdown or commission and may not necessarily represent actual transactions. Our common stock became quoted on the OTCBB on our about May 15, 2012.

Fiscal Year Ending December 31, 2012
Quarter Ended	High $		Low $
December 31, 2012	$	0.02	$	0.02
September 30, 2012	$	0.17	$	0.17
June 30 2012	$	0.25	$	0.25
March 31, 2012		N/A		N/A

Fiscal Year Ending December 31, 2011
Quarter Ended	High $		Low $
December 31, 2011		N/A		N/A
September 30, 2011		N/A		N/A
June 30, 2011		N/A		N/A
March 31, 2011		N/A		N/A

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.

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 our shareholders 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. 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.

Sales of our common stock under Rule 144

6,644,200 shares 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.

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.

Securities Authorized for Issuance under Equity Compensation Plans

On December 7, 2011, we registered 200,000 shares of our common stock on Form S-8 under the Securities Act of 1933. As of April 13, 2013, we issued 190,000 shares registered to professionals and consultants in exchange for professional services to be rendered in 2012.

On or about August 15, 2012, we terminated the issuance of the warrants and provided an equal number of restricted shares to each of the 25 holders. As such, we have no warrants outstanding.

On August 15, 2012, our Board of Directors unanimously issued a resolution to eliminate warrant agreements with 25 persons and entities, and in lieu of the issuance of warrants, issue an equal number of restricted shares of our common stock to each of the following prior warrant holders: (a) 15,000 shares to Robert and Roxaline Weaver; (b) 30,000 shares to Robert and Jeanette Nail; (c) 15,000 shares to Emily S. Holbrook; (d) 10,500 shares to Sovereign One, Inc.; (e) 10,500 shares to McCrome International, Inc.; (e) 10,500 shares to Logos Resources; (f) 15,000 shares to Velimir Jurisic; (g) 15,000 shares to Dale Bradshaw and Pamela Shepp; (h) 15,000 shares to Robert and Karen Ketchum; (i) 15,000 shares to Robert and Christa Ketchum; (j) 15,000 shares to Thaddeus and Patty Vance; (k) 15,000 shares to Richard and Kathryn Heard; (l) 600 shares to Isabelle Holbrook; (m) 1200 shares to Roxaline Bewley; (n) 600 shares to Brianna Hinds; (o) 600 shares to Emma Holbrook Irrevocable Trust; (p) 600 shares to Victoria Bewley; (q) 600 shares to Grayson Simonetti; (r) 600 shares to Garrett Blair White Irrevocable Trust; (s) 1600 shares to E, Bennett and I. Elizabeth Robinson; (t) 750 shares to Bonnie Valentine; (u) 1200 shares to Anthony Akers; (v) 750 shares to Anthony Akers; (w) 750 shares to Gina Sears; and (x) 750 shares to Tistan James Hall.

On December 15, 2012, we issued 136,800 restricted common stock shares to each of the following as consideration for various equipment: (a) Sovereign One, Inc., an entity under the control of our President/Director, Mark Holbrook; (b) Logos Resources, Inc., an entity under the control of our Vice President/Director, Marshall Holbrook; and (c) McCrome International, Inc., an entity under the control of our Chief Financial Officer/Director, Cora J. Holbrook.

We relied upon Sections 4(2) and 4(6) of the Securities Act of 1933 and Rule 506 of Regulation D thereunder, as amended (“the Act”) in connection with the offer and sale of the notes and the common shares issued in conversion of the notes. We believe these exemptions were available because:

·	our officers and director had a pre-existing relationship with each person;
·	the certificates were marked with a restrictive legend setting forth the restrictions on transferability; and
·	each investor or their representative was an accredited investor.

Item 6. Selected Financial Data

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

Results of operations

Year Ended December 31, 2012 compared to the year ended December 31, 2011

For the year ended December 31, 2012, we generated $439,991 in total revenues, $416,412 in oil and gas production and $23,679 in royalty income. For the year ended December 31, 2011, we generated $327,987 in total revenues, $327,984 that was derived form oil and gas production and $0 from royalty revenue. Our revenues increased by $112,004 or 34% from 2011 to 2012 representing an increase specifically of $88,425 in oil and gas production and an increase of $23,579 in royalty revenues. We reported no revenue activity for the year ended December 31, 2010. For the year ended December 31, 2012 and 2011, we incurred operating expenses of $480,131 and $289,483, respectively, an increase of $190,648, or an increase of 65%. This increase in operating expenses is primarily attributable to an increase of $190,648 in our administrative expenses from 2011 to 2012. During the second half of the year ended December 31, 2011, we began early stage implementation of our planned operations and began generating revenue and incurring operating and administrative expenses required to support the generation of revenue, which has continued throughout 2012.

For the year ended December 31, 2012, we reported a net loss of $44,103 and for the year ended December 31, 2011 and for the period ended December 31, 2011, we reported net income of $37,659. Our net losses during FY 2012 compared to a net gain during FY 2011 are primarily attributable to the increase in our administrative expenses of $190,648 from 2011 to 2012. For the year ended December 31, 2010, we did not conduct revenue-generating business.

Liquidity

At December 31, 2012, we had total current assets of $378,808, consisting of $20,625 in cash, $48,183 in accounts receivable, and $310,000 in prepaid expenses for professional services to be rendered in 2012. Total current liabilities at December 31, 2012 were $38,623, consisting of $30,778 of accounts and accrued expenses payable, $3845 of notes payable (current portion) and $4,000 due to related parties. At December 31, 2012, we had positive working capital of $340,185.

Our material sources and uses of cash for the year ended December 31, 2012 and 2011 are as follows:

	2012			2011

Cash (used in) operating activities	$	(223,081	)		(16,783	)
Property acquisition - down payment					(1,500	)
Proceeds from sale of common stock					1,900
Proceeds from issuance of bonds payable – related parties		28,000
Proceeds from related party loans, net					10,557
Payments on notes payable		(23,702	)		(5,034	)
Proceeds from issuance of convertible promissory notes					(37,000	)
Increase in cash		7,654			44,443

Our net losses of $44,103 are primarily attributable to $370,148 of administrative expenses plus $30,908 of depreciation, deletion and amortization. For the year ended December 31, 2011, our income of $38,504 was attributable to our revenues of $327,987 offset by a lesser amount of expenses of $289,483.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Not Applicable

We do not have any market risk sensitive instruments that we hold or trade currently or for purposes other than trading or at the end of the fiscal year ended December 31, 2012.

Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Years Ended December 31, 2012

Board of Directors and Shareholders

Puissant Industries, Inc.

Columbia, Kentucky 42728

I have audited the accompanying balance sheets of Puissant Industries, Inc. ("the Company") as of December 31, 2012 and 2011 and the statements of operations, stockholders' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatements. I was not engaged to perform an audit of its internal control over financial reporting. My audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

In my opinion, these financial statements present fairly, in all material respects, the financial position of Puissant Industries, Inc. as of December 31, 2012 and 2011 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

/s/ Patrick Rodgers, CPA, PA

Patrick Rodgers, CPA, PA

Altamonte Springs, Florida

April 13, 2013

F-1

Puissant Industries, Inc.

Consolidated Statements of Financial Condition

	December 31,
	2012			2011
ASSETS

Current assets

Cash	$	20,625		$	26,160
Accounts receivable		48,183			42,653
Prepaid expenses		310,000			320,000

Total current assets		378,808			388,813

Properties and equipment at cost, based on successful
efforts method:

Producing oil and natural gas properties		343,875			78,121
Non-producing oil and natural gas properties		56,521			-
		400,396			78,121
Less: accumulated depreciation, depletion, and amortization		30,908			-

		369,488			78,121
Net properties and equipment
		78,121			78,121
Total assets	$	748,296		$	466,934

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts and accrued expenses payable	$	30,778		$	12,211
Notes payable, current portion		3,845			21,764
Due related parties		4,000			4,000

Total current liabilities		38,623			37,975

Long-term debt
Bonds payable - related parties		28,000			-
Notes payable, less current portion		41,495			47,278

Total liabilities		108,118			85,253

Stockholders' equity
Preferred stock, $0.001 par value; 10,000,000 authorized,
none outstanding at December 31, 2011

Common stock, $0.001 par value; 90,000,000 shares
authorized, 6,644,200 and 5,941,800 issued and outstanding at
December 31, 2012 and 2011, respectively		6,644			5,942
Paid-in capital		885,097			583,199
Accumulated deficit		(251,563	)		(207,460	)

Total stockholders' equity (deficit)		640,178			381,681

Total liabilities and stockholders' equity	$	748,296		$	466,934

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

F-2

Puissant Industries, Inc.

Consolidated Statements of Operations

	Year Ended
	December 31,
	2012			2011
Revenues:

Oil and gas production	$	416,412		$	327,987
Royalty income		23,579			-

		439,991			327,987
Costs and Expenses

Lease operating expenses		79,075			166,235
Administrative expenses		370,148			123,248
Depreciation, depletion, and amortization		30,908			-

Total costs and expenses		480,131			289,483

Net loss loss from operations		(40,140	)		38,504

Other income (expense)

Interest expense		(3,963	)		(845	)

Total other expenses		(3,963	)		(845	)

Income (loss) before income taxes		(44,103	)		37,659

Provision for income taxes		-			-

Net income (loss)	$	(44,103	)	$	37,659

Net loss per weighted share,
basic and fully diluted	$	(0.007	)	$	0.010

Weighted average number of common
shares outstanding, basic and fully diluted		6,096,765			5,695,764

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

F-3

Puissant Industries, Inc.

Consolidated Statements of Changes in Stockholders' Equity

									Additional			Common
	Preferred Stock				Common Stock				Paid-in			Stock		Accumulated
	Shares		Amount		Shares		Amount		Capital			Subscribed		Deficit			Total

Balance, December 31, 2010		-		-		50,000	$	50	$	3,191		$	-	$	(245,119	)	$	(241,878	)

Shares issued in connection
with conversion of notes payable						128,000		128		63,872								64,000

Shares issued in exchange																		-
for land leases						5,200,000		5,200		(5,200	)							-

Share issued in exchange for
professional services						320,000		320		159,680								160,000

Shares issued for services rendered						80,000		80		39,920								40,000

Sale of common stock for cash						3,800		4		1,896								1,900

Shares issued in exchange for
professional services						160,000		160		319,840								320,000

Net income (loss)															37,659			37,659

Balance, December 31, 2011		-		-		5,941,800		5,942		583,199			-		(207,460	)		381,681

Shares issued in exchange for
professional services						100,000		100		199,900								200,000

Shares issued in connection
with purchase of support equipment						410,400		410		102,190								102,600

Shares issued in exchange for						192,000		192		(192	)							-
warrants

Net income (loss)															(44,103	)		(44,103	)

Balance, December 31, 2012		-		-		6,644,200	$	6,644	$	885,097		$	-	$	(251,563	)	$	640,178

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

F-4

Puissant Industries, Inc.

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2012 and 2011

	Year Ended
	December 31,
	2012			2011
Cash flows from operations
Net income (loss)	$	(44,103	)	$	37,659

Adjustments to reconcile income (loss) to cash provided by
(used in) operating activities:
Depreciation and depletion		44,107			-
Changes in operating assets and liabilities:
Accounts receivable		(5,530	)		(42,653	)
Prepaid expenses		210,000			-
Accounts and accrued expenses payable		18,567			(15,789	)
		-			4,000
Net cash provided by (used in) operating activities		223,041			(16,783	)

Cash flows from investing activities
Additions to oil and gas properties		(219,675	)		(1,500	)

Net cash used by financing activities		(219,675	)		(1,500	)

Cash flows from investing activities
Payment on notes payable		(23,702	)		(5,034	)
Proceeds from sale of common stock		-			1,900
Proceeds from related party loans, net		-			10,577
Proceeds from issuance of convertible promissory notes		-			37,000
Proceeds from issuance of bonds payable-related parties		28,000			-
Net cash provided by invewsting activities		4,298			44,443

Net increase (decrease) in cash		7,664			44,443
Cash, beginning of period		26,160			-

Cash, end of period	$	33,824		$	26,160

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes	$	-		$	-
Interest	$	845		$	845.00

Non-cash investing and financing transactions:
Issuance of 128,000 shares of common stock in
connection with conversion of notes payable	$	64,000		$	64,000

Issuance of 320,000 shares of common stock in conection
with convesion of liability to issue stock, a liability incurred
in exchange for professional services	$	160,000		$	160,000

Issuance of 80,000 common shares in connection with conversion
of liability to issue stock, a liability incurred in exchange
for services rendered	$	40,000			40,000

Issuance of 160,000 shares of common stock in exchange
for professional services to be rendered in 2012	$	320,000		$	320,000

Issuance of 100,000 common shares in exchange for professional
services to be rendered over a two year period	$	200,000		$	-

Issance of 410,400 common shares for the purchase of
support equipment	$	102,600		$	-

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

F-5

Puissant Industries, Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2012 and 2011

Note 1—Nature of Operations

Organization

Puissant Industries, 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 is an oil and natural gas exploration, production and development company geographically focused on the onshore United States. The Company currently has 39 wells assigned to it with over 3,935 acres available for drilling and exploration. The Company redomiciled to the state of Florida and changed its name from American Resource Management, Inc. to Puissant Industries, Inc. on March 17, 2011.

The Company owns 100% of ARM Operating Company (“ARM”). ARM was formed on July 12, 2011, primarily to manage all oil and gas properties of the Company, which includes the operation, development, and maintenance of all oil and gas wells, leases, and reserve activities. ARM will be registered as the operator of wells with all relevant governmental agencies, and it will be responsible for maintaining production and maintenance reports for all wells and facilities of the Company.

Accounting period

The Company has adopted an annual accounting period of January through December.

F-6

Puissant Industries, Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2012 and 2011

Note 2—Summary of significant accounting principles

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles (“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 liabilites 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.

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 Matters.” 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.

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Puissant Industries, Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2012 and 2011

Note 2—Summary of significant accounting principles (continued)

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

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.

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Puissant Industries, Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2012 and 2011

Note 2—Summary of significant accounting principles (continued)

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 was no impairment charges during the years ended December 31, 2012 and 2011.

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

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 December 31, 2012 and 2011.

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.

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Puissant Industries, Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2012 and 2011

Note 2—Summary of significant accounting principles (continued)

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.

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.

F-10

Puissant Industries, Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2012 and 2011

Note 2—Summary of significant accounting principles (continued)

Income Taxes (continued)

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.

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.

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 years ended December 31, 2012 and 2011, the Company recorded compensation expense of $-0- and $-0-, respectively.

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Puissant Industries, Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2012 and 2011

Note 2—Summary of significant accounting principles (continued)

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 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:

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 securities. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The availability of valuation techniques and observable inputs can vary from security to security and is affected by a wide variety of factors including, the type of security, whether the security is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined.

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Puissant Industries, Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2012 and 2011

Note 2—Summary of significant accounting principles (continued)

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

Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the securities existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for securities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement.

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This condition could cause a security to be reclassified to a lower level within the fair value hierarchy.

Valuation Techniques

The Company values investments in securities that are freely tradable and are listed on a national securities exchange or reported on the NASDAQ national market at their last sales price as of the last business day of the year. At December 31, 2012 and 2011, the Company had no investments classified as securities owned on the balance sheet.

Certificate of Deposits

The fair values of the bank certificate of deposits are based on the face value of the certificate of deposits.

Recently Adopted Accounting Pronouncements

In December 2011, the FASB issued “Balance Sheet: Disclosures about Offsetting Assets and Liabilities.” The new standard requires entities to disclose information about financial instruments and derivative instruments that are either offset on the balance sheet or are subject to a master netting arrangement, including providing both gross information and net information for recognized assets and liabilities, the net amounts presented on an entity’s balance sheet and a description of the rights of offset associated with these assets and liabilities. The new standard is applicable fo all entities that have financial instruments and derivative instruments shown using a net presentation on an entity’s balance sheet or are subject to a master netting arrangement. The new standard is effective for interim and annual reporting periods for fiscal years beginning on or after January 1, 2013, and should be applied retrospectively for all periods presented. The Company plans to adopt this new standard effective January 1, 2013, and will provide any additional disclosures necessary to comply with the new standard.

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Puissant Industries, Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2012 and 2011

Note 2—Summary of significant accounting principles (continued)

Recently Adopted Accounting Pronouncements (continued)

On June 16, 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income (Topic 220),” which requires companies to report total net income, each component of comprehensive income, and total comprehensive income on the face of the income statement, or as two consecutive statements. The components of comprehensive income will not be changed, nor does the ASU affect how earnings per share is calculated or reported. These amendments will be reported retrospectively upon adoption. The adoption of the ASU will be required for the Company’s September 30, 2012 Form 10-Q filing, and is not expected to have a material impact on the Company.

In May 2011, the FASB issued an accounting standard update which works to achieve common fair value measurement and disclosure requirements in GAAP and International Financial Reporting Standards. The update both clarifies the FASB’s intent about the application of existing fair value guidance, and also changes certain principles regarding measurement and disclosure. The update is effective prospectively and is effective for annual periods beginning after December 15, 2011. Early application is permitted for interim periods beginning after December 15, 2011. The Company is currently evaluating the effect the update will have on its consolidated financial statements.

Concentration of Credit Risk

The Company maintains its cash and cash equivalents in bank deposit accounts, which, at times may exceed federally insured limits. The Company has not experienced any losses in such accounts. Management believes the Company is not exposed to any significant credit risk related to cash and cash equivalents.

The Company extends credit, primarily in the form of uncollateralized oil and gas sales to various companies in the oil and gas industry, which results in concentrations of credit risk. Concentrations of credit risk may be affected by changes in economic or other conditions within our industry and may impact our overall credit risk. However, we believe that the risk of these unsecured receivables is mitigated by the size, reputation, and nature of the companies to which we extend credit.

Historically, the Company has sold its oil and natural gas production to a relatively small number of purchasers. We are not dependent upon, or confined to, any one purchaser or small group of purchasers. Due to the nature of oil and natural gas markets and because oil and natural gas are commodities and there are numerous purchasers in the areas in which we sell production, we do not believe the loss of a single purchaser, or more than one purchaser, would materially affect our ability to sell our production.

For the years ended December 31, 2012 and 2011, revenues from four customers accounted for 100% of oil and gas production revenues.

F-14

Puissant Industries, Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2012 and 2011

Note 3—Convertible Bonds Payable–Related Parties

During April 2012 and September 2012, the Company received $20,000 and $8,000, respectively, of proceeds from the issuance of convertible bonds to related parties. The convertible bonds bear interest at 15% per annum and are due 60 months from the date of the bonds. The bond holder at his sole option may convert all of the principal due into common stock at a price per share of $2.00 per share.

Note 4—Notes Payable: Convertible Promissory Notes

During the three months ended March 31, 2011, the Company received $37,000 of proceeds from the issuance of convertible promissory notes with warrants. The notes bore interest at 10% per annum and were due 24-months from the date of the notes. The note holder had the option to convert the principal due into securities of a Qualifying Transaction entity (a corporate entity with equity securities) at an original price of $1.00 per share; the conversion price was changed to $0.50 per share in February 2011. Upon the closing of a Qualifying Transaction, a transaction described as the closing of a purchase of, formation of, merger with, and or acquisition of a corporate entity with equity securities, the Company would issue to the note holders warrants to purchase shares of common stock at $1.00 per share. The Company would remain obligated to issue the warrants the earlier of (1) nine months from the date of a Qualifying Transaction or (2) on the maturity date of the promissory notes.

During the three months ended March 31, 2011, the note holders exercised their options to convert the principal due into an aggregate of 128,000 shares of the Company’s common stock.

Note 5—Notes Payable – Property and Mineral Rights

On August 1, 2011, the Company entered into a property and mineral and property rights purchase agreement (“Agreement”) in exchange for $25,000. The Agreement provided for a $1,000 down payment, with the balance of $24,000 to be paid in twelve monthly payments of approximately $2,077, which includes interest at 7% per annum. The note was paid in full during the year ended December 31, 2012.

On October 13, 2011, the Company entered into an agreement (“Agreement) to acquired property and property and mineral rights, in exchange for $50,000. The Agreement provided for a $500 down payment, with the balance of $49,500 to be paid in 120 payments of approximately $575, which includes interest at 7% per annum.

Maturities for these two notes payable are as follows at December 31:

2013		3,800
2014		4,100
2015		4,400
2016		4,700
2017		5,000
Thereafter		23,340
	$	45,340

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Puissant Industries, Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2012 and 2011

Note 6—Notes Payable - Shareholders

Note 7—Income Taxes

At December 31, 2012, the Company had approximately 265,000 of net operating losses (“NOL”) carry-forwards for federal and state income purposes. These losses are available for future years and expire through 2032. Utilization of these losses may be severely or completely limited if the Company undergoes an ownership change pursuant to Internal Revenue Code Section 382.

The deferred tax asset is summarized as follows:

	December 31,			December 31,
	2012			2011
Deferred tax asset:

Net operating loss carryforwards	$	99,375		$	77,625

Deferred tax assets	$	99,375		$	77,625

Less: Valuation allowance		(99,375	)		(77,625	)

Net deferred tax asset	$	-		$	-

A reconciliation of income tax expense computed at the U.S. federal, state, and local statutory rates and the Company’s effective tax rate is as follows:

	December 31,			December 31,
	2012			2011

Statutory federal income tax expense		(34	)%		(34	)%

State and local income tax		(4	)		(4	)
(net of federal benefits)

Valuation allowance		38			38
		-	%		-	%

The Company has taken a 100% valuation allowance against the deferred asset attributable to the NOL carry-forwards of $99,375 at December 31, 2012, due to the uncertainty of realizing the future tax benefits.

F-16

Puissant Industries, Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2012 and 2011

Note 8—Common Stock

The Company is authorized to issue 90,000,000 shares of common stock with a par value of $0.001. At December 31, 2012 and 2011, 6,644,200 and 5,941,800 shares were issued and outstanding, respectively.

Note 9—Preferred Stock

The Company is authorized to issue 10,000,000 of preferred stock with a par value of $0.001. At December 31, 2012, no shares were issued or outstanding.

Note 10—Equity

On January 7, 2010 and March 17, 2011, the Company issued 16,667 and 1,733,333 shares, respectively, of its $0.001 par value common stock to Sovereign One, Inc., a Tennessee corporation controlled by Mark Holbrook, president and director, in exchange for oil and gas leases. We recorded these shares at $0.0006 per share, which represents the per share proration of the cost of the oil and gas leases ($1,041) over the 1.750 million shares issued in exchange for the oil and gas leases. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."

On January 7, 2010 and March 17, 2011, the Company issued 16,667 and 1,733,333 shares, respectively, of its $0.001 par value common stock Logos Resources, Inc., a Tennessee corporation controlled by Marshall Holbrook, vice president and director, in exchange for oil and gas leases. We recorded these shares at $0.0006 per share, which represents the per share proration of the cost of the oil and gas leases ($1,040) over the 1.750 million shares issued in exchange for the oil and gas leases. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."

On January 7, 2010 and March 17, 2011, the Company issued 16,667 and 1,733,333 shares, respectively, of its $0.001 par value common stock to McCrome International, Inc., a Tennessee Corporation controlled by Cora Holbrook, secretary and director, in exchange for oil and gas leases. We recorded these shares at $0.0006 per share, which represents the per share proration of the cost of the oil and gas leases ($1,040) over the 1.750 million shares issued in exchange for the oil and gas leases. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."

On March 29, 2011, The Company issued 20,000 shares of its $0.001 par value common stock to Mark Holbrook, president and director, in connection with the conversion of a December 31, 2010 liability to issue stock, a liability incurred in exchange for services rendered as our president during the year ended December 31, 2010. We valued these shares at $0.50 per share .The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."

On March 29, 2011, The Company issued 20,000 shares of its $0.001 par value common stock to Marshall Holbrook, vice president and director, in connection with the conversion of a December 31, 2010 liability to issue stock, a liability incurred in exchange for services rendered as our vice president during the year ended December 31, 2010. We valued these shares at $0.50 per share .The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."

F-17

Puissant Industries, Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2012 and 2011

Note 10—Equity (continued)

On March 29, 2011, The Company issued 20,000 shares of its $0.001 par value common stock to Mellissa Holbrook, in connection with the conversion of a December 31, 2010 liability to issue stock, a liability incurred in exchange for services rendered during the year ended December 31, 2010. We valued these shares at $0.50 per share. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."

On March 29, 2011, The Company issued 20,000 shares of $0.001 par value common stock to Cora Holbrook, secretary, treasurer and director, in connection with the conversion of a December 31, 2010 liability to issue stock, a liability incurred in exchange for services rendered as secretary and treasurer during the year ended December 31, 2010. We valued these shares at $0.50 per share. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."

During the three months ended March 31, 2011, note holders of the Company’s convertible promissory notes, in the aggregate of $64,000 (See Note 3—Notes Payable: Convertible Promissory Notes) converted their notes into an aggregate of 128,000 shares of the Company’s $0.001 par value common stock. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."

On March 29, 2011, the Company issued 320,000 shares of its $0.001 par value common stock to professionals and consultants in exchange for professional services. We valued these shares at $0.50 per share. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."

In April 2011, the Company issued 3,800 shares of its $0.001 par value common stock to a third party investor for a $1,900 cash payment. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."

On December 7, 2011, the Company issued 160,000 shares of its $.001 par value common stock to professionals and consultants in exchange for professional services to be rendered in 2012 and 2013. We valued these shares at $2.00 per share. The 160,000 shares were issued in accordance with the provisions of our Stock Award Plan; they were registered on a Form S-8 Registration Statement under the 1933 ACT, which became effective on December 2, 2011.

On May 10, 2012, the Company issued 100,000 shares of its $0.001 par value common stock to a professional service organization in exchange for professional services. We valued these shares at $2.00 per share. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."

On August 15, 2012, the Company issued 192,000 shares of its $0.001 par value common stock in exchange for warrants held by shareholders. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."

F-18

Puissant Industries, Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2012 and 2011

Note 10—Equity (continued)

On December 15, 2012, the Company issued a total of 410,400 shares of its $0.001 par value common stock for the purchase of support equipment from three related party companies (136,800 issued to each company). We valued these shares at $0.25 per share. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."

Note 11—Related Party

On January 7, 2010 and March 17, 2011, the Company issued 16,667 and 1,733,333 shares, respectively, of its $0.001 par value common stock to Sovereign One, Inc., a Tennessee corporation controlled by Mark Holbrook, president and director in exchange for oil and gas leases. We recorded these shares at $0.0006 per share, which represents the per share proration of the cost of the oil and gas leases ($1,041) over the 1.750 million shares issued in exchange for the oil and gas leases.

On January 7, 2010 and March 17, 2011, the Company issued 16,667 and 1,733,333 shares, respectively, of its $0.001 par value common stock Logos Resources, Inc., a Tennessee corporation controlled by Marshall Holbrook, vice president and director in exchange for oil and gas leases. We recorded these shares at $0.0006 per share, which represents the per share proration of the cost of the oil and gas leases ($1,040) over the 1.750 million shares issued in exchange for the oil and gas leases.

On January 7, 2010 and March 17, 2011, the Company issued 16,667 and 1,733,333 shares, respectively, shares of its $0.001 par value common stock to McCrome International, Inc., a Tennessee Corporation controlled by Cora Holbrook, secretary and director in exchange for oil and gas leases. We recorded these shares at $0.0006 per share, which represents the per share proration of the oil and gas leases ($1,040) over the 1.750 million shares issued in exchange for the oil and gas leases.

On December 27, 2010, the Company entered into a convertible promissory note for $3,500, which converted into 7,000 shares of common stock on February 7, 2011, with McCrome International, Inc., a Tennessee corporation controlled by Cora Holbrook, secretary and director of the Company.

On December 31, 2010, the Company entered into a convertible promissory note for $3,500, which converted into 7,000 shares of common stock on February 7, 2011, with Logos Resources, Inc., a Tennessee corporation controlled by Marshall Holbrook, vice president and director of the Company.

On December 31, 2010, the Company entered into a convertible promissory note for $3,500, which converted into 7,000 shares of common stock on February 7, 2011, with Sovereign One, Inc., a Tennessee corporation controlled by Mark Holbrook, president and director of the Company.

On March 29, 2011, The Company issued 20,000 shares of its $0.001 par value common stock to Mark Holbrook, president and director, in exchange for services rendered as our president during the year ended December 31, 2010 (See Note 10—Equity). We valued these shares at $0.50.

On March 29, 2011, The Company issued 20,000 shares of its $0.001 par value common stock to Marshall Holbrook, vice president and director, in exchange for services rendered as our vice president during the year ended December 31, 2010 (See Note 10—Equity) We valued these shares at $0.50.

F-19

Puissant Industries, Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2012 and 2011

Note 11—Related Party (continued)

On March 29, 2011, The Company issued 20,000 shares of its $0.001 par value common stock to Mellissa Holbrook, in exchange for services rendered during the year ended December 31, 2010 (See Note 10—Equity) We valued these shares at $0.50.

On March 29, 2011, The Company issued 20,000 shares of $0.001 par value common stock to Cora Holbrook, secretary, treasurer and director for services rendered as secretary and treasurer during the year ended December 31, 2010 (See Note 10—Equity) We valued these shares at $0.50.

During the year ended December 31, 2011, the Company borrowed a total of $15,000 from related party shareholders, repaying $11,000 during the year, leaving a balance due of $4,000. During the nine months ended September 30, 2012, the Company borrowed an additional $20,000 from related party shareholders. These borrowings are non-interest bearing and due on demand.

On December 15, 2012, the Company issued a total of 410,400 shares of its $0.001 par value common stock for the purchase of support equipment from three related party companies. A total of 136,800 shares were issued to each of the following related parties: Sovereign One, Inc., Logos Resources, Inc. and McCrome International, Inc. We valued these shares at $0.25 per share.

The Company is related to several other entities by virtue of common ownership and control, which includes stockholders, employees, attorneys, consultants or companies owned by attorneys, consultants, and family members.

Note 12—Subsequent Events

Management has evaluated subsequent events through April 12, 2013, the date of which the financial statements were available to be issued.

F-20

Puissant Industries, Inc.

Supplemental Disclosures about Oil and Gas Producing Activities

Unaudited

Oil and Gas Reserves and Related Financial Data

Capitalized Costs Related to Oil and Gas Producing activities

The following table summarizes capitalized costs related to our oil and gas operations during the year ended December 31, 2012:

2012

Oil and gas properties:

Unproved	$	56,521

Proved		343,875
Accumulated depreciation, depletion, and amortization		(30,908	)
	$	369,488

Cost Incurred

The following table sets forth certain information with respect to costs incurred in connection our oil and gas producing activities during the years ended December 31, 2012:

2012

Property acquisiton costs:

Unproved	$	56,521
Development costs		265,754

	$	322,275

F-21

Puissant Industries, Inc.

Supplemental Disclosures about Oil and Gas Producing Activities

Unaudited

Results of Operations for Oil and Gas Producing Activities

The results of operations for oil and gas producing activities for the year ended December31, 2012 below excludes non-oil and gas revenues, general and administrative expenses, interest charges and other non-operating items.

	Ended
	December 31,
	2012
Revenues:

Oil and gas production	$	416,412
Royalty income		23,579
		439,991
Costs and expenses

Lease operating expenses		79,075
Depreciation, depletion, and amortization		30,908
		109,983

Income (loss) before income taxes		330,008

Income tax (epense) benefit		(111,378	)

Results of operations from producing activities
(excluding corporate overhead and interest costs)	$	218,630

Oil and Natural Gas Reserves

Proved reserves are the estimated quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations. Reservoirs are considered proved if shown to be economically producible by either actual production or conclusive formation tests.

F-22

Puissant Industries, Inc.

Supplemental Disclosures about Oil and Gas Producing Activities

Unaudited

For the year ended December 31, 2012, 100% of our reserves were prepared by independent petroleum engineering firm. As of December 31, 2012, we used Oilfield Technical Services, Inc. The following table sets forth our net proved oil and gas reserves at December 31, 2012.

			Proved
	Producing		Undeveloped		Total

Natural Gas - MMCF		3,004.348		11,839.560		14,843.908

Oil/Conensate - MBBL		39.317		137.606		176.923

Standardized Measure

The standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves for years ended December 31, 2012 is shown below:

	Proved
	Developed			Proved
	Producing			Undeveloped			Total
Income Date (MS)
Future cash inflows	$	10,152.981		$	38,494.999		$	48,647.980
Future deductions		(2,477.669	)		(9,849.277	)		(12,326.946	)

Future net cash flows		7,675.312			28,645.722			36,321.034
10% annual discount		3,272.425			14,964.014			18,236.439
Stanardized measure of discounted future net cash flows	$	4,402.887		$	13,681.708		$	18,084.595

The estimated reserve data shown above was prepared using unweighted average first-day-of-the-month prices for the year ended December 31, 2012. The Securities and Exchange Commission (SEC) pricing guidelines were used to set the oil and gas prices. An oil price of $94.71 per barrel (Bbl) and a gas price of $2.752 per million British Thermal Unit (MMbtu) were used in this study. The prices were adjusted for energy content, price differentials, and other expenses as needed.

F-23

Item 9. Changes In and Disagreements with Accountants

Accounting and Financial Disclosure

We have had no changes in or disagreements with our Accountants since our inception. No events occurred that require disclosure under Item 307 and 308 of Regulation S-K during the fiscal year ending December 31, 2012.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “1934 Act”), as of December 31, 2012, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act). This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer and who is our principal financial officer, who concluded, that as of December 31, 2012, our disclosure controls and procedures are effective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. This rule defines internal control over financial reporting as a process designed by, or under the supervision of, the Company’s Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:

-	Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

-	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

-	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Limitations on the Effectiveness of Internal Controls

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

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

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	61	President and Director
Marshall Holbrook	34	Vice President and Director
Cora J. Holbrook	63	Chief Financial Officer, Secretary, 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 January 10, 1989 to July 9, 2009, Mr. Holbrook was Chief Executive Officer of Mark E. Holbrook and Associates Company, a Petroleum Engineering Consulting Company which provided professional services in reservoir engineering, exploration technologies, project economics, and oil and gas property acquisition. 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. Since 1982, Mr. Holbrook has been a member of the Society of Petroleum Engineers, American Society of Mechanical Engineers, Society of Petrophysicists and Well Log Analysts and Society of Core Analysts.

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, which operates as a natural gas production and operating company that managed well drilling and completion, pipeline construction, well management, property acquisition and leasing. From January 10, 2003 through December 21, 2004 Mr. Holbrook worked for Energas Resources, Inc. as Operations Manager supervising well drilling, well completions, gathering pipeline construction and maintenance. From January 1992 to December 31, 2002, Mr. Holbrook was an Engineering Technician for Mark E. Holbrook and Associates working on due diligence for selected company acquisitions in the petroleum and natural gas industry. 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 Chief Financial Officer, 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. From 1971-1985 she was the Administrator of Economy Oil and Gas, supervising and managing office operations, accounting and records maintenance. From January 1989 to December 2002 she was the Office Manager for Mark E. Holbrook and Associates, from August 2002 to July 9, 2009; she was the Curator and Administrator of the T.B. Vance Geological Library. Ms. Holbrook received her Bachelor of Arts degree in History from Shelton College in 1971. As our Chief Financial Officer, Secretary, Treasurer and Director, Cora J. Holbrook brings significant experience in the administration and operation of oil and gas companies.

Family Relationships and Other Matters.

Mark Holbrook, our President and Director, is the father of Marshall Holbrook, our Vice President and Director.

Mark Holbrook, our President and Director, and Cora J. Holbrook, our Chief Financial Officer, Secretary, Treasurer and Director, are married to each other. Apart from these relationships, there are no family relationships among or between any of our officers and directors.

Sections 16(a) Compliance of Officers and Directors

As of the date of filing this Form 10-K for the fiscal year ending December 31, 2012, based on our review of Form 3 and 5, all of our officers and directors filed the required reports.

Corporate Governance/No Independent Directors

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.

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.

Item 11. 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, 2012 and December 31, 2011.

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,	2012 (1)(2)(3)								$	33,750
	Director	2011								$	30,825

Marshall Holbrook	Vice President,	2012								$	48,000
	Director	2011 (1)(3)								$	20,000

Cora J. Holbrook	Chief Financial Officer, Secretary, Treasurer,	2012								$	30,250
	Director	2011 (1)(3)								$	16,500

(1)	We began paying salaries to our officers in June 2011.

(2)	Mark Holbrook was entitled to $81,000 in salary during 2012; however, we paid him salary of only $33,750.

(3)

As a result of not paying salaries to our officers until June 2011 and further salary not paying salary to Mark Holbrook during 2012, we owe the following sums to our officers: (a) Cora Holbrook - $2,750; and (b) Mark Holbrook - $63,675 as a result of: (i) $16,425 unpaid during 2011; and (ii) $47,250 during 2012.

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, 2012

Outstanding Equity Awards at Fiscal Year- End December 31, 2012

	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 ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Hav Not Vested ($)		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

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
2011		0		20,000	(1)		0		0		0		0	$	10,000	(2)
2012		0		0			0		0		0		0		0

Marshall Holbrook
2011		0		20,000	(1)		0		0		0		0	$	10,000	(2)
2012		0		0			0		0		0		0		0

Cora J Holbrook
2011		0		20,000	(1)		0		0		0		0	$	10,000	(2)
2012		0		0			0		0		0		0		0

(1)	On March 29, 2011, we issued 20,000 shares each of our common stock to Mark Holbrook, Marshall Holbrook and Cora J. Holbrook in exchange for services rendered during the fiscal year ending December 31, 2010.
(2)	The valuation is based upon 20,000 shares at $0.50 per share. Reflects the fair market value of 20,000 shares of $10,000, which we issued to each, Mark Holbrook, Marshall Holbrook and Cora J. Holbrook in exchange for services rendered during the fiscal year ending December 31, 2010

Narrative disclosure to summary compensation and option tables

In June 2011, we began earning revenues and at such time, we began to pay salaries of $6,750 per month to Mark Holbrook, $4,000 per month to Marshall Holbrook and $2,750 per month to Cora J Holbrook. We may award those shares of common stock as non-cash compensation as determined by the Board of Directors from time to time.

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.

Item 12. Security Ownership of Certain Beneficial Owners and Management

The following tables set forth the beneficial ownership 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 “ "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 520 Whitley Street, London Kentucky 40743.

Title of class	Co-Founders:	Amount Beneficial Ownership			Direct Ownership		Indirect Ownership			Percent of class
COMMON	Mark Holbrook(1) (2) President, Director, & Founder		40,000	(2)		20,000		3,704,600	(2)		56	%
COMMON	Marshall Holbrook(1) (3) Vice President, Director & Founder		40,000	(3)		20,000		1,897,300	(3)		29	%
COMMON	Cora J Holbrook(1) (2) Chief Financial Officer, Secretary, Treasurer, Director & Founder		40000	(2)		20,000		3,704,600	(2)		56	%
COMMON	Mellissa Holbrook(1) (3)		40000	(3)		20,000		1,897,300	(3)		29	%
COMMON	All officers and directors As a Group [3 persons]		80000			80,000		5,641,900			85	%

(1)This table is based upon information derived from records we received from our transfer agent. Applicable percentages are based upon 6,615,400 shares of common stock outstanding as of the date of this report on Form 10K.

(2)Mark and Cora Holbrook are married and have joint tenancy in their respective individual direct ownership holdings of the 20,000 issued to each of them for a total of direct and indirect ownership of 40,000 shares, 20,000 of which are owned directly and 20,000 of which are owned indirectly through the 20,000 shares owned by the spouse of each of them. Because Mark and Cora Holbrook have joint tenancy, their indirect share ownership includes 20,000 shares owned by each respective spouse, and Mark Holbrook control over Sovereign One’s 3,534,000 shares.

(3) Mark Holbrook is President of Sovereign One, Inc., a Tennessee corporation that owns 3,534,000 shares of our common stock. Mark Holbrook, as Sovereign One’s President, has management control over Sovereign One.

(4) Cora Holbrook is the President of McCrome International, Inc., a Tennessee corporation that owns 1,897,000 shares of our common stock.

(5) Marshall and Melissa Holbrook are married to and have joint tenancy in their respective individual direct ownership holdings of the 20,000 issued to each of them for a total of direct and indirectly ownership of 40,000 shares, 20,000 of which are owned directly and 20,000 of which are owned indirectly through the 20,000 shares owned by the spouse of each of them. Because Marshall and Melissa are married and have joint tenancy in common, their indirect share ownership includes 20,000 shares owned by each respective spouse, and Marshall Holbrook’s control over 1,897,000 of our common shares owned by Logos Resources.

(6) Marshall Holbrook is the President of Logos Resources, Inc., a Tennessee corporation that owns 1,897,000 of our common stock shares.

Item 13. Certain Relationships and Related Transactions, and Director

Independence

On or about January 15, 2005, Sovereign One, Inc., a company controlled by Mark Holbrook, McCrome International Inc. a company controlled by Cora J Holbrook and Logos Resources, Inc. a company controlled by Marshall Holbrook entered into an agreement with A.D.I.D. Corporation, a Kentucky corporation controlled by Marshall Holbrook ("A.D.I.D.") whereby A.D.I.D. agreed to acquire oil and gas leases and properties and assign such oil and gas leases and properties entities as specified by Sovereign One Inc., McCrome International, Inc. and Logos Resources, Inc.

(i) on August 9, 2010, 100% ownership in (a) 34,000 of 2-inch natural gas pipeline and 60,000 feet of 4-inch natural gas pipeline, compressor stations, right of ways and easements located in Clay and Laurel Counties, Kentucky, and (b) 59,000 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; and

(ii) on February 15, 2010, a 100% working interest and an 85% net revenue interests of 39 oil and gas wells and leases (the “Wells”) in Kentucky.

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.

On January 26, 2011, 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, 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 March 29, 2011, we issued 20,000 shares of our common stock, which we valued at $.50 to Mark Holbrook, our Founder, President and Director in exchange for services rendered as our President from January 1, 2010 through December 31, 2010.

On March 29, 2011, we issued 20,000 shares of our common stock, which we valued at $.50 to Mellissa Holbrook, Marshall Holbrook’s spouse, in exchange for services rendered as our Vice President from January 1, 2010 through December 31, 2010.

On March 29, 2011, we issued 20,000 shares of our common stock, which we valued at $.50, to Cora Holbrook, our Chief Financial Officer, Secretary, Treasurer and Director in exchange for services rendered as our Secretary and Treasurer from January 1, 2010 through December 31, 2010.

June 1, 2011 Agreement with A.D.I.D.

Effective June 1, 2011, we entered into a Well Services Agreement with A.D.I.D. Corporation, a Kentucky corporation controlled by our Vice President and Director, 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. 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.

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 was received from corporations controlled by our officers.

During the year ended December 31, 2011, we borrowed a total of $15,000 from related party shareholders repaying $11,000 during the year, leaving a balance due of $4,000. These borrowings are non-interest bearing and due on demand.

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.

December 15, 2012 Agreement with Sovereign One, Inc., Logos Resources, Inc. and McCrome International, Inc.

On December 15, 2012, our Board of Directors unanimously approved a resolution to enter into an Agreement to Purchase Equipment from the following related entities and which provided for the issuance of 136,800 restricted common stock shares to each of the following as consideration for various equipment: (a) Sovereign One, Inc., an entity under the control of our President/Director, Mark Holbrook; (b) Logos Resources, Inc., an entity under the control of our Vice President/Director, Marshall Holbrook; and (c) McCrome International, Inc., an entity under the control of our Chief Financial Officer/Director, Cora J. Holbrook.

Item 14. Principal Accounting Fees and Services

The table below sets forth the Audit Fees (amounts in US$) billed by Patrick Rodgers, our auditor in connection with the audit of the Company’s annual financial statements by for the years ended:

Financial Statements for the	Audit Services		Audit Related Fees		Tax Fees		Other Fees
Years Ended December 31, 2012	$	11,200		-		-		-
2011	$	7,000		-		-		-

Item 15. Exhibits and Financial Statement Schedules

The exhibits marked with * or ** below indicate exhibits previously filed with our S-1 registration statement and are hereby incorporated by reference. Exhibits marked with *** below indicate exhibits previously filed with our Form 10-K for the period ending December 31, 2011 and are also incorporated by reference herein.

EXHIBITS

Exhibit Number

3.1		Articles of Incorporation of Puissant Industries, Inc.*

3.2		Certificate of domestication Florida Articles of Incorporation*

3.3		Bylaws of Puissant Industries, Inc.*

10.1		Form of Convertible Promissory Note*

10.2		Form of Conversion Notice of Note to Common Shares*

10.3		Authorization to sign leases*

10.4		Well Services Agreement -A.D.I.D. Corporation* dated June 1, 2011

10.5		Agreement with Fred Akers dated March 28, 2011*

10.6		Well Assignment Laurel County*

10.7		Well Assignment Clay County*

10.8		Well Assignment Whitley County*

10.9		Lease Assignment Laurel County*

10.10		Lease Assignment Clay County*

10.11		Lease Assignment Whitley County*

10.12		Pipeline Assignment Laurel County dated August 1, 2009*

10.13		Pipeline Assignment Clay County dated August 1, 2009*

10.14		Pipeline Assignment Whitley County dated August 1, 2009*

10.15		Convertible Note Agreement with McCrome International, Inc.*

10.16		Convertible Note Agreement with Logos Resources, Inc.*

10.17		Convertible Note Agreement with Sovereign One, Inc.*

10.18		Agreement between A.D.I.D and Sovereign One Inc., McCrome International, Inc. and Logos Resources, Inc. dated January 15, 2005 *

10.19		Correspondence Commonwealth of Kentucky evidencing A.D.I.D. Corporation as the operator of 39 wells in Clay, Laurel and Whitley counties of Kentuck.*

10.20		Corporate Resolution Changing Conversion Price of Convertible Notes **

10.21		Mineral and Property Rights Agreement dated August 1, 2011 between Puissant Industries, Inc. and Margaret Reed

10.22		Promissory Note dated June 1, 2011 between Puissant Industries Inc. and Margaret Reed***

10.23		Warranty Deed dated June 1, 2011 between Puissant Industries Inc. and Margaret Reed***

10.24		Promissory note dated October 10, 2011 between Puissant Industries, Inc. and Debra Adams***

10.25		Warranty Deed dated October 13, 2011 between Puissant Industries Inc. and Debra Adams***

23.1		Consent of Patrick Rodgers, CPA, PA

101.INS ****		XBRL Instance Document

101.SCH ****		XBRL Taxonomy Extension Schema Document

101.CAL ****		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF ****		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB ****		XBRL Taxonomy Extension Label Linkbase Document

101.PRE ****		XBRL Taxonomy Extension Presentation Linkbase Document

_______________

* Denotes documents filed as exhibits to our S-1 Registration Statement filed with the Securities and Exchange Commission on filed on May 13, 2011.

** Denotes documents filed as exhibits to Amendment Number 2 of our S-1 Registration Statement filed with the Securities and Exchange Commission on July 12, 2011.

*** Denotes documents filed as exhibits to our Form 10-K for the fiscal year ended December 31, 2011.

**** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

All other Exhibits called for by Rule 601 of Regulation S-1 or SK is inapplicable to this filing.

Item 15. Exhibits, Financial Statements Schedules

(a)	Financial Statements and Schedules

The following financial statements and schedules listed below are included in this Form 10-K.

Financial Statements (See Item 8)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Puissant Industries Inc.

Date: April 15, 2013	By:	/s/ Mark Holbrook
		Mark Holbrook,
		Principal Executive Officer
		Chief Executive Officer/Director

	Puissant Industries Inc.

Date: April 15, 2013	By:	/s/ Cora Holbrook
		Cora Holbrook
		Chief Financial Officer/Secretary/Treasurer/Director

	Puissant Industries Inc.

Date: April 15, 2013	By:	/s/ Marshall Holbrook
		Marshall Holbrook,
		Vice President/Director

Attached files

Puissant Industries, Inc. Reports

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