UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 

FORM 10-K


(Mark One)
þ 

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31 2009

or
¨ , 2021

☐TRANSITION REPORT UNDERPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________________________ to __________________________

ODYSSEY OIL &___________

COMMISSION FILE NO. 333-106299

C2E ENERGY, INC.

(NameExact name of registrant as specified in its charter)

Florida333-10629965-1139235
(State or other jurisdiction of
incorporation or organization)
(Commission file number)
(I.R.S. Employer
Identification No.)
18 George

Florida

(State or other jurisdiction of incorporation)

6770

(Primary Standard Industrial Classification Code Number)

65-1139235

(IRS Employer Identification No.)

1185 Avenue

Rivonia, 2128 South Africa
 (Address of principal executive offices) (Zip Code)
Registrant'sthe Americas, 3rd Floor

New York,New York11572

646-768-8417

(Address and telephone number including area code: +27 (11)  807-1446

of registrant’s executive office)

Securities registered underpursuant to Section 12(b) of the Act:

None

Title of each classTrading SymbolName of each exchange on which registered
NoneN/AN/A

Securities registered underpursuant to Section 12(g) of the Act:

Common Stock par value $ 0.0001 per share
 (Title of class)

Indicate by check mark ifwhether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

¨ Yes þ ☐      No
 ☒

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 þ ☐      No
 ☒

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

☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Not Applicable.

Yes ☒      No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant'sregistrant’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. þ

Yes ☒      No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:


company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer¨☐Accelerated filer¨☐
Non-accelerated filer
(Do not check if a smaller reporting company)
¨☒Smaller reporting companyþ☒
Emerging growth company☐
Indicate

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

. Yes¨  ☒      No þ

State the☐

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference toof the price at which the common equity was sold, or the average bid and asked pricesregistrant, as of such common equity, as ofJune 30, 2021, the last business day of the registrant'sregistrant’s most recently completed second fiscal quarter.

Asquarter, was approximately 46,672,504. Solely for purposes of April 14, 2010, the aggregate market value of the voting stock held by non-affiliates of the registrant based on a value of $0.98 per share on June 30, 2009 was $123,888,170.
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. 228,566,500this disclosure, shares of common stock areheld by executive officers, directors, and beneficial holders of 10% or more of the outstanding common stock of the registrant as of such date have been excluded because such persons may be deemed to be affiliates.

As of March 21, 2022, the registrant had 1,994,657,080 shares of common stock issued and outstanding as of April 14, 2010.

outstanding.

 

TABLE OF CONTENTS

PART I
 
Item 1Description of Business1
   
ITEM 1Item 1ARisk FactorsDESCRIPTION OF BUSINESS1
ITEM 2DESCRIPTION OF PROPERTIES6
ITEM 3LEGAL PROCEEDINGS6
ITEM 4REMOVED AND RESERVED6
   
Item 1BUnresolved Staff Comments9
PART II   
ITEM 5Item 2PropertiesMARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS6
ITEM 6SELECTED FINANCIAL DATA7
ITEM 7MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS7
ITEM 8FINANCIAL STATEMENTS12
ITEM 9CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES12
ITEM 9ACONTROLS AND PROCEDURES12
   
Item 3Legal Proceedings9
PART III   
ITEM 10Item 4Mine Safety DisclosuresDIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT13
ITEM 11EXECUTIVE COMPENSATION16
ITEM 12SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS16
ITEM 13CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE17
ITEM 14PRINCIPAL ACCOUNTANT FEES AND SERVICES199
   
PART II
  
SIGNATURESItem 5Market for Common Equity and Related Stockholder Matters10
   
24Item 6Selected Financial Data10
Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations11
Item 7AQuantitative and Qualitative Disclosures About Market Risk12
Item 8Financial Statements and Supplementary DataF-1
Item 9Changes in and Disagreements With Accountants on Accounting and Financial Disclosure13
Item 9AControls and Procedures13
Item 9BOther Information13
PART III
Item 10Directors, Executive Officers, and Corporate Governance14
Item 11Executive Compensation15
Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters16
Item 13Certain Relationships and Related Transactions, and Director Independence16
Item 14Principal Accountant Fees and Services16
PART IV
Item 15Exhibits and Financial Statement Schedules17

i

PART I

ITEM 11. DESCRIPTION OF BUSINESS

Overview

As used in this annual report, the terms “we”, “us”, “our”, “the Company”, mean C2E Energy, Inc., unless otherwise indicated.

Cautionary Note Regarding Forward Looking Statements

This report contains forward-looking statements within the meaning of the CompanyPrivate Securities Litigation Reform Act of 1995, including statements regarding our ability to locate and its Prior Strategy

Advanced Sports Technologies,acquire an operating business and the resources and efforts we intend to dedicate to such an endeavor, our development of a viable business plan and commencement of operations, and our ability to locate sources of capital necessary to commence operations or otherwise meet our business needs and objectives. All statements other than statements of historical facts contained in this report, including statements regarding our future financial position, liquidity, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” ���target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include those described in Item 1A. – Risk Factors. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

Description of Business

 C2E Energy, Inc. (AST)(‘the Company”) f/k/as Odyssey Oil & Energy, Inc. was incorporatedformed in Florida in August 2001 with the stateplan of Florida on August 9, 2001.

The Company's initial efforts were focused on developingbecoming a direct marketing company that developed and marketingmarketed premium-quality, premium-priced, branded fitness, and exercise equipment to the home fitness equipment market. OurThe original business plan included marketing products directly to consumers through a variety of direct marketing channels, including spot television commercials, infomercials, print media, direct response mailings andchannels.

As an initial step, the Internet. Initial consumers targeted for the Company's efforts included health clubs and gyms, rehabilitation clinics, hospitals, colleges and universities, hotels and motels and the military and governmental agencies.

ASTCompany licensed the rights to a portable gym subject to patent protection in the United States, which maywas eligible to be marketed under the trademark Better Buns. It was the Company'sCompany’s intention for this product to be its first direct-marketed product, although theproduct. The Company was unsuccessful in its attempts to raise funding for marketing. All patents, trademarksto pursue this goal and other intellectual property associated within May 2005, received notice that it was in breach of its license agreement for the Better Buns product are owned by, and that the Company's license agreement was with, Exerciting LLC, which is owned by the brothers of the Company's former President and sole director. Priorbeing terminated. Since inception to the Merger (as defined below and discussed herein),date, the Company was searching for other products to license or acquire for introduction. AST has not generated any revenues through the sale of the Better Buns product or otherwise and has not engaged in any research and development or marketing activities due to limited funds and resources.

In May 2005, the Company received notice that it was in breach of its license agreement with Exerciting, LLC for the Better Buns product and that the license was being terminated.

The Merger
On September 23, 2005, the Company changed focus throughin connection with the Merger of a merger withwholly-owned subsidiary of the Company and CardioBioMedical Corporation. We created a wholly owned Delaware subsidiary for the purpose of merging with CBM,Corporation (“CBM”), a Delaware corporation. With the consent of shareholders holding over 95% of the shares of CBM entitled to vote, the SubThe subsidiary merged with and into CBM, with CBM beingas the surviving corporation. CBM thencorporation which became a subsidiary of the Company and the separate existence of Sub ceased.
Company. The consideration for the Mergermerger consisted of 22,077,50966,232,527 shares of ASTthe Company common stock, $.0001 par value, payable on a one-for-one basis to the consenting shareholders of CBM and a warrant, exercisable beginning January 1, 2008, to purchase 6,500,00019,500,000 shares of ASTthe Company common stock at a purchase price of $.01$.003 per share payable to the sole warrant holder of CBM. At the effective time of the Merger and without any action on the part of CBM stockholders, each one share of CBM common stock (except for shares held in treasury and dissenting shares) was converted into the right to receive one share of common stock of the Company, and the CBM warrant referenced above was exchangedexchange for an equivalent ASTCBM warrant.
Further in connection with the Merger, the Board of Directors accepted the resignation of Curtis Olschansky as sole director and officer of the Company and elected James F. Mongiardo to fill the vacancy on the Board. Mr. Mongiardo was also elected to serve as Chief Executive Officer and President of AST.
CBM was formed in May 2003 to commercialize, in licensed territories, devices incorporating proprietary and patented technology relating to a

The new scientific technique applying bio-cybernetic principles and frequency analysis in non-invasive medical devices. CBM currently is a party to a non-exclusive license from a patent holder to sell a proprietary device in designated territories and has a commitment from such patent-holder to perform consulting services for CBM at its request.

1
The Medical Problem
According to the American Heart Association's latest cardiovascular disease statistics (estimates for 2002), cardiovascular disease is the number one killer in the United States. Cardiovascular dysfunction, especially atherosclerosis (hardening of the arteries) and its manifestations, debilitates nearly 13 million Americans and annually causes approximately 900,000 deaths in the United States. The main cause of cardiac death is acute myocardial infarction. Myocardial infarction refers to the injury or death of heart muscle and tissue because of interrupted blood flow to the area, typically as a result of atherosclerosis. An acute myocardial infarction will occur in 1.2 million people in the United States each year, 500,000 of whom will die during this acute event. Among those who experience sudden cardiac death, coronary artery disease ("CAD") is the main cause of death. A very important risk factor is "silent" ischemia (or restricted blood flow), i.e. the asymptomatic form of CAD.
In 1903, Willem Einthoven devised the string galvanometer to indicate and graphically record changes of electric potential at various points on the exterior surface of the human body caused by contractions of the myocardium or heart muscle. His invention became the electrocardiogram ("ECG"). ECG devices measure the electrical impulses generated by the myocardial cells. The standard ECG test records the positive and negative electrical waves resulting from each heartbeat. This means that a standard ECG study examines the electrical output in the time domain, i.e., a one-dimensional examination. This can limit the amount of data generated and, accordingly, the diagnostic value of the device. While the standard ECG is not invasive, it is also of low accuracy (50-55% for CAD) and is insensitive to ischemia according to the Yale University School of Medicine Heart Book.
In order for a physician to get a more accurate understanding of the coronary risk associated with a patient, more expensive, complicated and riskier diagnostic procedures are available. If CAD can be detected at an early stage, there exist multiple treatment regimens that may effectively treat CAD.
The Product
As noted above, CBM has a non-exclusive license to market a proprietary medical device designed for the non-invasive early diagnosis of coronary artery diseases, particularly myocardial injury caused by ischemia, in the United States, Canada and Mexico. The product, known as the Cardio Spectrum Diagnostic System ("CSD"), has received approval under Underwriters Laboratories, Inc.'s electrical safety standards (UL-2601), the European Union's standard for marketing a medical device (CE) and the Federal Communication Commission's standards for marketing a computer. In addition, CBM received 510(k) clearance from the U.S. Food and Drug Administration to market the CSD in the United States.
The basic concept underlying the proprietary technology incorporated in the CSD is the recognition that time domain myocardial electrical signals can be transformed into frequency domain and then analyzed. This concept is easily understood through the example of sunshine. To the naked eye, sunshine appears to be white. Scientists, however, regard sunshine more precisely as a spectrum in which one can see that the white comprises an infinite array of colors just like a rainbow. Similarly, the electrical signals given by the ECG can be transformed from the time domain into the frequency domain and then analyzed. It is our contention that this frequency domain gives a more complete and accurate assessment of the coronary disease status of a patient than other standard, non-invasive coronary diagnostic procedures.
The CSD is the culmination of 20 years of research and development. Included in its software are over 20,000 patient test results. The procedure utilizing the device is performed non- invasively while the patient is at rest, with the goal of eliminating the risks associated with either exercise or the injection of dyes or a catheter. After attaching the leads to the patient, the procedure is completed in approximately 90 seconds. Results to date have shown that the CSD is effective at non-invasively diagnosing CAD with more than 90% sensitivity and specificity.
2
A New Strategy
The objective of the Company was to establish a medical device, the CSDCardio Spectrum Diagnostic System as the standard of care for the detection of early-stage ischemic heart disease. OurThe Company’s strategy included first establishingconsisted of (i) attempting to obtain insurance reimbursement for the systemperformance of the diagnostic test (ii) establish the device with cardiologists and then gaining(iii) finally gain acceptance and use by other physician specialties and hospitals. We believed criticalThe Company was unsuccessful in U.S. hospital market acceptance will be the cost savings of the CSD in both the early detection of disease and the elimination of the needits attempts to perform multiple and more expensive diagnostic procedures to determine a patient's cardiac health.

Even though the CSD may be marketed in the United States today, the Company believed that the key to successful marketing here and elsewhere was the insurance reimbursement. Historically, medical devices are not accepted by the medical community or hospitals in any meaningful manner until there is associatedobtain insurance reimbursement for use of the device. Therefore, one of the first objectives of the Company was to obtain a "CPT Code" for the CSD. CPT codes describe medical or psychiatric procedures performed by physicians and other health-care providers. The codes were developed by HCFA (Health Care Financing Administration, a government department that sets insurance reimbursement rates) to assist in the assignment of reimbursement amounts to providers by Medicare carriers. A growing number of managed care and other insurance companies, however, base their reimbursements on the values established by HCFA.

We intended to seek a CPT code through a concentrated set of clinical trials that was to begin with physicians associated with major teaching hospitals. The first such trial was started at Cedars Sinai Medical Center in Los Angeles, California. While clinical data was being generated to support a CPT code application, we further intended to conduct additional clinical trials to "seed" the market in the United States. We also expected that use of the CSD by cardiologists at major teaching hospitals and other opinion leader locations will have supported market introduction.

We intended to sell the CSD to physicians including group practices, hospitals and health maintenance organizations. We anticipated that marketing will focus on its advantages, namely its sensitivity and specificity as a non-invasive diagnostic tool to assist the physician in determining whether a patient has CAD. We intended to use traditional vehicles to convey this message, including medical journal advertising, direct mail and participation in medical meetings and conferences. We also intended to market and sell the CSD through a hybrid sales effort. In the United States, medical devices are sold through direct sales forces, distributors or a combination of both. Because the CSD test results include a suggested diagnosis, we believed that the CSD may have been suitable for sale through distributors. To augment that effort and include key account selling, e.g. hospital chains, we also anticipate hiring a small direct sales force.

In addition to a suggested diagnosis, the CSD test results gives the physician additional diagnostic information about the coronary health of the patient. The power spectrum, dual lead correlation and location results of the CSD test offer an additional potential revenue source. We planned to offer physicians a service to analyze this additional information to further assist the physician in treating the patient.
3

 Manufacturing and Distribution

We expected that the CSD would have been be supplied by its inventor, Professor Dan Qun Fang. The product consists of commercially available hardware components and proprietary software owned by Prof. Fang and licensed to CBM. Pursuant to the license agreement for the CSD, CBM had the benefit of "most favored nation" pricing, or pricing as favorable as that received by other sales licensees/customers of the same products on comparable terms and conditions.

Competition

The market for medical devices is highly competitive and is served by a number of well-established companies with recognized names. In order to effectively compete, we would have been required to make substantial investments in sales and marketing as well as research and development. Many products are sold by companies with greater resources than the Company and there was no assurance that we would have been successful in gaining significant market share for the CSD or other products and product candidates or earning a return on our investment in such products and product candidates.

Equipment used by the physician as a diagnostic aid in determining whether a patient has coronary artery disease includes electrocardiogram equipment, stress electrocardiogram equipment, impedance cardiography equipment, echocardiogram equipment, stress echocardiogram equipment, Thallium SPECT equipment, Ultra-Fast CT Scan equipment, CT angiogram equipment, Pet Scan equipment and angiogram equipment. In addition to competition from these devices and their respective manufacturers, the Company believed that it would have had one primary direct competitor, Premier Heart, which markets a two lead detection system known as the 3DMPTsystem, as opposed to the 12 lead detection system used by the CSD.
* establish registration for device manufacturers (both domestic and foreign) and importers,
* medical device listing by firms that manufacture, re-package and re-label develop specifications, reprocess single-use devices, remanufacture and/or manufacture accessories and components sold directly to the end user,
* quality system regulation, including requirements related to the methods used in and the facilities and controls used for designing, purchasing, manufacturing, packaging, labeling, storing, installing and servicing of medical devices,
* labeling requirements as well as descriptive and informational literature that accompanies the device, and
* medical device reporting to report incidents in which a device may have caused or contributed to a death or serious injury.

As noted above, the CSD system has received UL-2601, CE and FCC approval, and CBM has received 510(k) clearance from the FDA to market the CSD in the United States. We also intend to apply for a CPT Code for insurance reimbursement purposes. Future products and product candidates will likely have to go through the pre market notification or pre market approval process, and will be subject to the applicable regulatory requirements discussed above. There can be no assurances that approval would be granted for any future product or product candidate, whether in the United States or elsewhere, on a timely basis or at all. Furthermore, if approval is granted, the product or device would be subject to continuing regulatory regulations and oversight. The approval process is expensive and can take a long time to complete, and the cost involved in satisfying applicable ongoing compliance requirements is high.
4

RESEARCH AND DEVELOPMENT

The Company did not invest in research and development for the Better Buns or any other fitness product. Through December 31, 2007, CBM had invested $126,969 in research and development activities for the CSD system. This amount has been borne solely by CBM, and the Company does not expect in the near term to receive external funding for research and development activities. These expenditures have included retaining Averion, Inc., a clinical research organization, to assist in the development of clinical protocols, monitoring of clinical trials and analysis of data. CBM also pays for all expenses associated with its clinical trials, including fees charged by the Institutional Review Board and a fee per patient enrolled.
Our New and Current Strategy
The company was not having much success with CardioBioMedical Corporation and on April 21, 2006, the ownership of CardioBioMedical Corporation was exchanged for 22,077,509 shares of Odyssey common stock with the original stockholders. In addition, we changed the name of our company to Odyssey Oil & Energy, Inc to reflect our new strategy.

On April 21, 2006, we began the realization of our new strategy by purchasing a 10% working interest in oil and gas leases in Texas from Centurion Gold Holdings, Inc., a related public company. During 2007, the well underwent various repairs but none of the repairs were successful. On January 15, 2008 it was decided to plug the well and abandon it. We do not expect to purchase other working interests in oil and gas wells in the future. However, the company will explore investments in other energy related enterprises.

On November 21, 2007, we entered into a new phase of our strategy by acquiring a Uranium Prospect known as Springbok Flats in the Bela Bela District of South Africa. After numerous months of due diligence and some geological work on samples provided to us, it was

On January 15, 2008, the Company’s well operator determined that it would not bethe Leslie 1 Well of BBB Area, Wharton Texas, was no longer commercially viable to exploitand the Uranium deposit. On October 24, 2009 the Company entered into a contract with MCA Capital Assets (Pty) Ltd to mutually cancel the original acquisition agreement. The Company has no further obligations in regards to the original agreement. All expenses have been reclassified to discontinued operations on the statement of operations.


well was plugged and abandoned.

On June 16, 2008, the Company acquired ALG Bio Oils Limited, which in turn owns 100% of ALG Western Oils (Pty) Ltd. ALG Western Oils has the technology to make bio fuelbiofuel from algae and hadhas entered into a Letter of Intent with Xstrata Alloys to begin a bio fuelbiofuel project at the Boshoek smelter in South Africa. The construction of the pilot plant was completed during the quarter ended June 30, 2009 and the productivity of the algae growth and carbon capture is being tested and modified where appropriate.undergoing various tests. This acquisition continues the Company’s strategy of investing in energy relatedenergy-related enterprises.


The Company intendsintended to expand the making of bio fuelsbiofuels from algae to other large mining Companiescompanies in South Africa.

On May 26, 2009, the Company acquired 51% of H-Power (Pty) Ltd. H-Power (Pty) Limited, a South African registered company, which owns an exclusive license to develop and market batteries based on patented Hybrid Battery Technology worldwide. However, on August 27, 2009, the Company entered into an agreement to cancel the purchase of the 51% of H-Power (Pty) Ltd. H-Power required substantial capital as well as a partner to develop a production line for the batteries based on its patented Hybrid Battery Technology. Despite making large loans

Prior to H-PowerFebruary 2021, the Company has been dormant for the approximately the last eight years.

On February 10, 2021, as a result of a custodianship in Palm Beach, Florida Case Number: 502020CA013695XXXXMB AB, Custodian Ventures LLC (“Custodian”) was not ableappointed custodian of the Company. David Lazar is the managing member of Custodian.

On February 10, 2021, the Custodian appointed David Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer, and Chairman of the Board of Directors.

On September 28, 2021, as a result of a private transaction, 10,000,000 shares of Series A Preferred Stock, $0.0001 par value per share of the Company were transferred from Custodian Ventures, LLC to secureHunthall Limited (the “Purchaser”). As a result, the needed financing orPurchaser became an approximately 67% holder of the voting rights of the issued and outstanding share capital of the Company on a substantial partner. Underfully-diluted basis of the circumstances,Company and became the controlling shareholder. The consideration paid for the Shares was $250,000. The source of the cash consideration for the Shares was personal funds of the Purchaser. In connection with the transaction, David Lazar released the Company from all debts owed to him.

On September 28, 2021, the existing director and officer resigned immediately. Accordingly, David Lazar, serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary, and a Director. At the effective date of the transfer, Arthur Li consented to act as the new President, CEO, CFO, Treasurer, Secretary, and Chairman of the Board of Directors believed itof the Company.

Arthur Li has been the Managing Director of Hunthall Limited from October 2019 through the present. From February 2019 to September 2019, he was a Corporate Finance Executive at Anglo Chinese Group Ltd. From July 2016 to December 2018, Arthur Li was the Director of Marketing at Transcosmos America Inc.

Competition and Market Conditions

We will face substantial competition in our efforts to identify and pursue a business venture. The primary source of competition is expected to be from other companies organized and funded for similar purposes, including small venture capital firms, blank check companies, and wealthy investors, many of which may have substantially greater financial and other resources than we do. In light of our limited financial and human resources, we are at a competitive disadvantage compared to many of our competitors in our efforts to obtain an operating business or assets necessary to commence our operations in a new field. Additionally, with the economic downturn caused by the coronavirus pandemic, many venture capital firms and similar firms and individuals have been seeking to acquire businesses at discounted rates, and we therefore currently face additional competition and resultant difficulty obtaining a business. We expect these conditions to persist at least until such time as the economy recovers. Further, even if we are successful in obtaining a business or assets for new operations, we expect there to be enhanced barriers to entry in the best interestsmarketplace in which we decide to operate as a result of reduced demand and/or increased raw material costs caused by the pandemic and other economic forces that are beyond our control.

Regulation

As of the date of this Report, we are required to file reports with the Securities and Exchange Commission (the “SEC”) by Section 13 of the Securities Exchange Act of 1934 (the “Exchange Act”).

Depending on the direction management decides to take and a business or businesses we may acquire in the future, we may become subject to other laws or regulations that require us to make material expenditures on compliance including the increasing state level regulation of privacy. Any such requirements could require us to divert significant human and capital resources on compliance, which could have an adverse effect on our future operating results.

Employees

As of the date of this Report, we do not have employees. However, an entity controlled by our Chief Executive Officer provides part-time consulting services to us without compensation.


ITEM 1A. RISK FACTORS

Risks Relating to Our Business and Financial Condition

We currently have no operations, and investors therefore have no basis on which to evaluate the Company’s future prospects.

We currently have no operations and will be reliant upon a merger with or acquisition of an operating business to commence operations and generate revenue. Because we have no operations and have not generated revenues, investors have no basis upon which to evaluate our ability to achieve our business objective of locating and completing a business combination with a target business. We have no current arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete a business combination in a reasonable timeframe, on reasonable terms or at all. If we fail to complete a business combination as planned, we will never generate any operating revenues.

We may face difficulties or delays in our search for a business combination, and we may not have access to sufficient capital to consummate a business combination.

We may face difficulty identifying a viable business opportunity or negotiating or paying for any resulting business combination. Economic factors that are beyond our control, including the COVID-19 pandemic and consequent economic downturn, as well as increased competition for acquisitions of operating entities that we expect to encounter as a result thereof, may hinder our efforts to locate and/or obtain a business that is suitable for our business goals at a price we can afford and on terms that will enable us to sufficiently grow our business to generate value to our shareholders. We have limited capital, and we may not be able to take advantage of any available business opportunities on favorable terms or at all due to the limited availability of capital. There can be no assurance that we will have sufficient capital to provide us with the necessary funds to successfully develop and implement our plan of operation or acquire a business we deem to be appropriate or necessary to accomplish our objectives, in which case we may be forced to terminate our business plan and your investment in the Company could become worthless.

If we are not successful in acquiring a new business and generating material revenues, investors will likely lose their investment.

If we are not successful in developing a viable business plan and acquiring a new business through which to implement it, our investors’ entire investment in the Company could become worthless. Even if we are successful in combining with or acquiring the assets of an operating entity, we can provide no assurances that the Company will be able to generate significant revenue therefrom in the short-term or at all or that investors will derive a profit from their investment. If we are not successful, our investors will likely lose their entire investment.

If we cannot manage our growth effectively, we may not become profitable.

Businesses, including development stage companies such as ours and/or any operating business or businesses we may acquire, often grow rapidly, and tend to have difficulty managing their growth. If we are able to acquire an operating business, we will likely need to expand our management team and other key personnel by recruiting and employing experienced executives and key employees and/or consultants capable of providing the necessary support.

We cannot assure you that our management will be able to manage our growth effectively or successfully. Our failure to meet these challenges could cause us to lose money, and your investment could be lost.

Because we have limited capital, we may need to raise additional capital in the future by issuing debt or equity securities, the terms of which may dilute our current investors and/or reduce or limit their liquidation or other rights.

We may require additional capital to acquire a business. We may not be able to obtain additional capital when required. Future business development activities, as well as administrative expenses such as salaries, insurance, general overhead, legal and compliance expenses, and accounting expenses will require a substantial amount of additional capital.

The terms of securities we issue in future capital raising transactions may be more favorable to new investors, and may include liquidation preferences, superior voting rights or the issuance of other derivative securities, which could have a further dilutive effect on or subordinate the rights of our current investors. Any additional capital raised through the sale of equity securities will likely dilute the ownership percentage of our shareholders. Additionally, any debt securities we issue would likely create a liquidation preference superior that of our current investors and, if convertible into shares of Common Stock, would also pose the risk of dilution.

We may be unable to obtain necessary financing if and when required.

Our ability to obtain financing, if and when necessary, may be impaired by such factors as the capital markets (both in general and in the particular industry or industries in which we may choose to operate), our limited operating history and current lack of operations, the national and global economies, and the condition of the market for microcap securities. Further, economic downturns such as the current global depression caused by the COVID-19 pandemic may increase our requirements for capital, particularly if such economic downturn persists for an extended period of time or after we have acquired an operating entity, and may limit or hinder our ability to obtain the funding we require. If the amount of capital we are able to raise from financing activities, together with any revenues we may generate from future operations, is not sufficient to satisfy our capital needs, we may be required to discontinue our development or implementation of a business plan, cancel our search for business opportunities, cease our operations, divest our assets at unattractive prices or obtain financing on unattractive terms. If any of the foregoing should happen, our shareholders could lose some or all of their investment.


Because we are still developing our business plan, we do not have any agreement for a business combination.

We have no current arrangement, agreement or understanding with respect to engaging in a business combination with any specific entity. We may not be successful in identifying and evaluating a suitable acquisition candidate or in consummating a business combination. We are neutral as to what industry or segment for any target company. We have not established specific metrics and criteria we will look for in a target company, and if and when we do we may face difficulty reaching a mutual agreement with any such entity, including in light of market trends and forces beyond our control. Given our early-stage status, there is considerable uncertainty and therefore inherent risk to investors that we will not succeed in developing and implementing a viable business plan.

The COVID-19 pandemic could materially adversely affect our financial condition, future plans and results of operations.

This COVID-19 pandemic has had a significant adverse effect on the economy in the United States and on most businesses. The Company is not able to predict the ultimate impact that COVID -19 will have on its business; however, if the pandemic and government action in response thereto impose limitations on our operations or result in a prolonged economic recession or depression, the Company’s development and implementation of its business plan and our ability to commence and grow our operations, as well as our ability to generate material revenue therefrom, will be hindered, which would have a material negative impact on the Company’s financial condition and results of operations.

Because we are dependent upon Arthur Li, our Chief Executive Officer and sole director to manage and oversee our Company, the loss of him could adversely affect our plan and results of operations.

We currently have a sole director and officer, Arthur Li, who manages the Company and is presently evaluating a viable plan for our future operations. We will rely solely on his judgment in connection with selecting a target company and the terms and structure of any resulting business combination. The loss of our Chief Executive Officer could delay or prevent the achievement of our business objectives, which could have a material adverse effect upon our results of operations and financial position.

Further, because Mr. Li serves as Chief Executive Officer and sole director and also holds a controlling interest in the Company’s Common Stock, our other shareholders will have limited ability to influence the Company’s direction or management.

In addition, although not likely, the officers and directors of an acquisition candidate may resign upon completion of a combination with their business. The departure of a target’s key personnel could negatively impact the operations and prospects of our post-combination business. The role of a target’s key personnel upon the completion of the transaction cannot be ascertained at this time. Although we contemplate that certain or all members of a target’s management team may remain associated with the target following a change of control thereof, there can be no assurance that all of such target’s management team will decide to remain in place. The loss of key personnel, either before or after a business combination and including management of either us or a combined entity could negatively impact the operations and profitability of our business.

Risks Related to a Potential Business Acquisition

We may encounter difficulty locating and consummating a business combination, including as a result of the competitive disadvantages we have.

We expect to face intense competition in our search for a revenue-producing business to combine with or acquire. Given the current economic climate, venture capital firms, larger companies, blank check companies such as special purpose acquisition companies and other investors are purchasing operating entities or the assets thereof in high volumes and at relatively discounted prices. These parties may have greater capital or human resources than we do and/or more experience in a particular industry within which we choose to search. Most of these competitors have a certain amount of liquid cash available to take advantage of favorable market conditions for prospective business purchaser such as those caused by the recent pandemic. Any delay or inability to locate, negotiate and enter into a business combination as a result of the relative illiquidity of our current asset or other disadvantages we have relative to our competitors could cause us to lose valuable business opportunities to our competitors, which would have a material adverse effect on our business.


We may expend significant time and capital on a prospective business combination that is not ultimately consummated.

The investigation of each specific target business and any subsequent negotiation and drafting of related agreements, SEC disclosure and other documents will require substantial amounts of management’s time and attention and material additional costs in connection with outsourced services from accountants, attorneys, and other professionals. We will likely expend significant time and resources searching for, conducting due diligence on, and negotiating transaction terms in connection with a proposed business combination that may not ultimately come to fruition. In such event, all of the time and capital resources expended by the Company in such a pursuit may be lost and unrecoverable by the Company or its shareholders. Unanticipated issues which may be beyond our control or that of the seller of the applicable business may arise that force us to terminate discussions with a target company, such as the target’s failure or inability to provide adequate documentation to assist in our investigation, a party’s failure to obtain required waivers or consents to consummate the transaction as required by the inability to obtain the required audits, applicable laws, charter documents and agreements, the appearance of a competitive bid from another prospective purchaser, or the seller’s inability to maintain its operations for a sufficient time to allow the transaction to close. Such risks are inherent in any search for a new business and investors should be aware of them before investing in an enterprise such as ours.

Conflicts of interest may arise between us and our shareholders, directors, or management, which may have a negative impact on our ability to consummate a business combination or favorable terms or generate revenue.

Our Chief Executive Officer, Mr. Li, is not required to commit his full time to our affairs, which may result in a conflict of interest in allocating his time between managing the Company and other businesses in which he is or may be involved. We do not intend to have any employees prior to the consummation of a business combination. Mr. Li, is not obligated to contribute any specific number of hours to our affairs, and he may engage in other business endeavors while he provides consulting services to the Company. If any of his other business affairs require him to devote substantial amounts of time to such matters, it could materially limit his ability to devote his time and attention to our business which could have a negative impact on our ability to consummate a business combination or generate revenue.

It is possible that we obtain an operating company in which a director or officer of the Company to enter into the cancellation agreement. The agreement called for the returnhas an ownership interest in or that he or she is an officer, director, or employee of. If we do obtain any business affiliated with an officer or director, such business combination may be on terms other than what would be arrived at in an arms-length transaction. If any conflict of interest arises, it could adversely affect a business combination or subsequent operations of the 65 million common shares originally issued,Company, in which case our shareholders may see diminished value relative to what would have been available through a transaction with an independent third party.

We may engage in a business combination that causes tax consequences to us and our shareholders.

Federal and state tax consequences will, in all likelihood, be a significant factor in considering any business combination that we may undertake. Under current federal law, such transactions may be subject to significant taxation to the returnbuyer and its shareholders under applicable federal and state tax laws. While we intend to structure any business combination so as to minimize the federal and state tax consequences to the extent practicable in accordance with our business objectives, there can be no assurance that any business combination we undertake will meet the statutory or regulatory requirements of 4 million common shares issueda tax-free reorganization or similar favorable treatment or that the parties to such a transaction will obtain the tax treatment intended or expected upon a transfer of equity interests or assets. A non-qualifying reorganization, combination or similar transaction could result in the imposition of significant taxation, both at the federal and state levels, which may have an adverse effect on both parties to the transaction, including our shareholders.

It is unlikely that our shareholders will be afforded any opportunity to evaluate or approve a business combination.

It is unlikely that our shareholders will be afforded the opportunity to evaluate and approve a proposed business combination. In most cases, business combinations do not require shareholder approval under applicable law, and our Articles of Incorporation and Bylaws do not afford our shareholders with the right to approve such a transaction. Further, Mr. Li, our Chief Executive Officer and sole director, owns the vast majority of our outstanding Common Stock. Accordingly, our shareholders will be relying almost exclusively on the judgement of our board of directors (“Board”) and Chief Executive Officer and any persons on whom they may rely with respect to a potential business combination. In order to develop and implement our business plan, may in the future hire lawyers, accountants, technical experts, appraisers, or other consultants to assist with determining the Company’s direction and consummating any transactions contemplated thereby. We may rely on such persons in making difficult decisions in connection with the repaymentCompany’s future business and prospects. The selection of all funds advanced since acquisition. On August 27, 2009any such persons will be made by our Board, and any expenses incurred, or decisions made based on any of the agreement was officially cancelled.

5
foregoing could prove to be adverse to the Company in hindsight, the result of which could be diminished value to our shareholders.


The

Because our search for a business combination is not presently limited to a particular industry, sector or any specific target businesses, prospective investors will be unable to evaluate the merits or risks of any particular target business’s operations until such time as they are identified and disclosed.

We are still determining the Company’s prime objective is stillbusiness plan, and we may seek to complete a business combination with an operating entity in any number of industries or sectors. Because we have not yet entered into any letter of intent or agreement to acquire a particular business, prospective investors currently have no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition, prospects or other metrics or qualities they deem appropriate in considering to invest in greenthe Company. Further, if we complete a business combination, we may be affected by numerous risks inherent in the operations of the business we acquire. For example, if we acquire a financially unstable business or an entity lacking an established operating history, we may be affected by the risks inherent in the business and green energy related projects.

EMPLOYEES
The Company currently employs Arthur Johnson as its presidentoperations of a new business or a development stage entity. Although our management intends to evaluate and Nicolaas Theunissen as its vice-president. On December 3, 2009, Mr. Johnson received five million common shares valued for financial accounting purposes at $400,000 ($.08 per share) as compensation for prior years’ services. In addition, officer compensation totaling $500,000 ($250,000 each) was accrued forweigh the current year. These individuals are also directors.
ITEM 2. DESCRIPTION OF PROPERTY
Our principal office facility is presently locatedmerits and risks inherent in space owned by our president. During 2009,a particular target business and make a decision based on the Company recorded additional paid-in capitaland its shareholders’ interests, there can be no assurance that we will properly ascertain or assess all the significant risks inherent in a target business, that we will have adequate time to complete due diligence or that we will ultimately acquire a viable business and generate material revenue therefrom. Furthermore, some of $12,000 forthese risks may be outside of our control and leave us with no ability to reduce the fair value of rent and services contributedlikelihood that those risks will adversely impact a target business or mitigate any harm to the Company caused thereby. Should we select a course of action, or fail to select a course of action, that ultimately exposes us to unknown or unidentified risks, our business will be harmed and you could lose some or all of your investment.

Past performance by its president.our management and their affiliates may not be indicative of future performance of an investment in us.

While our Chief Executive Officer has prior experience in advising businesses, his past performance, the performance of other entities or persons with which he is involved, or the performance of any other personnel we may retain in the future will not necessarily be an indication of either (i) that we will be able to locate a suitable candidate for our initial business combination or (ii) the future operating results of the Company including with respect to any business combination we may consummate. You should not rely on the historical record of him or any other of our personnel or their affiliates’ performance as indicative of our future performance or that an investment in us will be profitable. In addition, an investment in the Company is not an investment in any entities affiliated with our management or other personnel. While management intends to endeavor to locate a viable business opportunity and generate shareholder value, there can be no assurance that we will succeed in this endeavor.

We may seek business combination opportunities in industries or sectors that are outside of our management’s area of expertise.

We will consider a business combination outside of our management’s area of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive opportunity for the Company. Although management intends to endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all the significant risks, or that we will accurately determine the actual value of a prospective operating entity to acquire. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s ability to evaluate and make decisions on behalf of the Company may be limited, or we may make material expenditures on additional personnel or consultants to assist management in the Company’s operations. Investors should be aware that the information contained herein regarding the areas of our management’s expertise will not necessarily be relevant to an understanding of the business that we ultimately elect to acquire. As a result, our management may not be able to adequately ascertain or assess all the significant risks or strategic opportunities that may arise. Accordingly, any shareholders in the Company following a business combination could suffer a reduction in the value of their shares, and any resulting loss will likely not be recoverable.

We may attempt to complete a business combination with a private target company about which little information is available, and such target entity may not generate revenue as expected or otherwise by compatible with us as expected.

In pursuing our search for a business to acquire, we will likely seek to complete a business combination with a privately held company. Very little public information generally exists about private companies, and the only information available to us prior to making a decision may be from documents and information provided directly to us by the target company in connection with the transaction. Such documents or information or the conclusions we draw therefrom could prove to be inaccurate or misleading. As such, we may be required to make our decision on whether to pursue a potential business combination based on limited, incomplete, or faulty information, which may result in our subsequent operations generating less revenue than expected, which could materially harm our financial condition and results of operations.


Our ability to assess the management of a prospective target business may be limited and, as a result, we may acquire a target business whose management does not have the skills, qualifications, or abilities to enable a seamless transition, which could, in turn, negatively impact our results of operations.

When evaluating the desirability of a potential business combination, our ability to assess the target business’s management may be limited due to a lack of time, resources, or information. Our management’s assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities expected. Further, in most cases the target’s management may be expected to want to manage us and replace our Chief Executive Officer. Should the target’s management not possess the skills, qualifications, or abilities necessary to manage a public company or assist with their former entity’s merger or combination into ours, the operations and profitability of the post-acquisition business may be negatively impacted and our shareholders could suffer a reduction in the value of their shares.

Any business we acquire will likely lack diversity of operations or geographical reach, and in such case we will be subject to risks associated with dependence on a single industry or region.

Our search for a business will likely be focused on entities with a single or limited business activity and/or that operate in a limited geographic area. While larger companies have the ability to manage their risk by diversifying their operations among different industries and regions, smaller companies such as ours and the entities we anticipate reviewing for a potential business combination generally lack diversification, in terms of both the nature and geographic scope of their business. As a result, we will likely be impacted more acutely by risks affecting the industry or the region in which we operate than we would if our business were more diversified. In addition to general economic risks, we could be exposed to natural disasters, civil unrest, technological advances, and other uncontrollable developments that will threaten our viability if and to the extent our future operations are limited to a single industry or region. If we do not diversify our operations, our financial condition and results of operations will be at risk.

Changes in laws or regulations, or a failure to comply with the laws and regulations applicable to us, may adversely affect our business, ability to negotiate and complete a business combination, and results of operations.

We are subject to laws and regulations enacted by federal, state, and local governments. In addition to SEC regulations, any business we acquire in the future may be subject to substantial legal or regulatory oversight and restrictions, which could hinder our growth and expend material amounts on compliance. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application by courts and administrative judges may also change from time to time, and any such changes could be unfavorable to us and could have a material adverse effect on our business, investments, and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could result in material defense or remedial costs and/or damages have a material adverse effect on our financial condition.

Risks Related to Our Common Stock

Due to factors beyond our control, our stock price may be volatile.

There is currently a limited market for our Common Stock, and there can be no guarantee that an active market for our Common Stock will develop, even if we are successful in consummating a business combination. Recently, the price of our Common Stock has been volatile for no reason. Further, even if an active market for our Common Stock develops, it will likely be subject to by significant price volatility when compared to more seasoned issuers. We expect that the price of our Common Stock will continue to be more volatile than more seasoned issuers for the foreseeable future. Fluctuations in the price of our Common Stock can be based on various factors in addition to those otherwise described in this Report, including:

●General speculative fever;
●A prospective business combination and the terms and conditions thereof;
●The operating performance of any business we acquire, including any failure to achieve material revenues therefrom;


●The performance of our competitors in the marketplace, both pre- and post-combination;
●The public’s reaction to our press releases, SEC filings, website content and other public announcements and information;
●Changes in earnings estimates of any business that we acquire or recommendations by any research analysts who may follow us or other companies in the industry of a business that we acquire;
●Variations in general economic conditions, including as may be caused by uncontrollable events such as the COVID-19 pandemic and the resulting decline in the economy;
●The public disclosure of the terms of any financing we disclose in the future;
●The number of shares of our Common Stock that are publicly traded in the future;
●Actions of our existing shareholders, including sales of Common Stock by our then directors and then executive officers or by significant investors; and
●The employment or termination of key personnel. 

Many of these factors are beyond our control and may decrease the market price of our Common Stock, regardless of whether we can consummate a business combination and of our current or subsequent operating performance and financial condition. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management’s time and attention, which would otherwise be used to benefit our business.

Because trading in our Common Stock is so limited, investors who purchase our Common Stock may depress the market if they sell Common Stock.

Our Common Stock trades on the OTC Pink Market, the successor to the pink sheets. The OTC Pink Market generally is illiquid and most stocks traded there are of companies that are not required to file reports with the SEC under the Exchange Act. Our Common Stock itself infrequently trades.

The market price of our Common Stock may decline if a substantial number of shares of our Common Stock are sold at once or in large blocks.

Presently the market for our Common Stock is limited. If an active market for our shares develops in the future, some or all of our shareholders may sell their shares of our Common Stock which may depress the market price. Any sale of a substantial number of these shares in the public market, or the perception that such a sale could occur, could cause the market price of our Common Stock to decline, which could reduce the value of the shares held by our other shareholders.

Future issuance of our Common Stock could dilute the interests of our existing shareholders, particularly in connection with an acquisition and any resulting financing.

We may issue additional shares of our Common Stock in the future. The issuance of a substantial amount of our Common Stock could substantially dilute the interests of our shareholders. In addition, the sale of a substantial amount of Common Stock in the public market, either in the initial issuance or in a subsequent resale by the target company in a business combination which received our Common Stock as consideration or by investors who has previously acquired such Common Stock could have an adverse effect on the market price of our Common Stock.


Due to recent changes to Rule 15c2-11 under the Securities Exchange Act of 1934, our Common Stock may become subject to limitations or reductions on stock price, liquidity, or volume.

On September 16, 2020, the SEC adopted amendments to Rule 15c2-11 under the Securities Exchange Act of 1934 (the “Exchange Act”). This Rule applies to broker-dealers who quote securities listed on over-the-counter markets such as our Common Stock. The Rule as amended prohibits broker-dealers from publishing quotations on OTC markets for an issuer’s securities unless they are based on current publicly available information about the issuer. When it becomes effective, the amended Rule will also limit the Rule’s “piggyback” exception, which allows broker-dealers to publish quotations for a security in reliance on the quotations of a broker-dealer that initially performed the information review required by the Rule, to issuers with current publicly available information or issuers that are up-to-date in their Exchange Act reports. As of this date, we are uncertain as what actual effect the Rule may have on us.

The Rule changes could harm the liquidity and/or market price of our Common Stock by either preventing our shares from being quoted or driving up our costs of compliance. Because we are a voluntary filer under Section 15(d) of the Exchange Act and not a public reporting company, the practical impact of these changes is to require us to maintain a level of periodic disclosure we are not presently required to maintain, which would cause us to incur material additional expenses. Further, if we cannot or do not provide or maintain current public information about our company, our stockholders may face difficulties in selling their shares of our Common Stock at desired prices, quantities, or times, or at all, as a result of the amendments to the Rule.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 2. PROPERTIES

The Company’s principal business and corporate address is 1185 Avenue of the Americas, 3rd Floor, New York, New York 11572

ITEM 3. LEGAL PROCEEDINGS

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

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.


PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our Common Stock is not listed on any securities exchange, and is quoted on the OTC Pink Market under the symbol “OOGI.” Because our Common Stock is not listed on a securities exchange and its quotations on OTC Pink are limited and sporadic, there is currently no established public trading market for our Common Stock.

The following table reflects the high and low closing sales information for our Common Stock for each fiscal quarter during the fiscal years ended December 31, 2021 and 2020. This information was obtained from OTC Pink and reflects inter-dealer prices without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

  COMMON STOCK MARKET PRICE 
  HIGH  LOW 
FISCAL YEAR ENDED DECEMBER 31, 2021:        
First Quarter $0.115  $0.0029 
Second Quarter $0.114  $0.0312 
Third Quarter $0.0869  $0.0321 
Fourth Quarter $0.007  $0.032 

  COMMON STOCK MARKET PRICE 
  HIGH  LOW 
FISCAL YEAR ENDED DECEMBER 31, 2020:        
First Quarter* $0.0085  $0.0016 
Second Quarter* $0.008  $0.002 
Third Quarter* $0.01  $0.0015 
Fourth Quarter $0.005  $0.0011 

Holders

As of December 31, 2021 there were 3,076 shareholders of record of the Company’s Common Stock based upon the records of the shareholders provided by the Company’s transfer agent. The Company’s transfer agent is Colonial Stock Transfer, Inc. 66 Exchange Place, 1st floor Salt Lake City, UT 84111.

Dividends

We have never paid or declared any dividends on our Common Stock and do not anticipate paying cash dividends in the foreseeable future.

Securities Authorized For Issuance Under Equity Compensation Plans

We currently do not have any equity compensation plans.

Unregistered Sales of Equity Securities

We have previously disclosed all sales of securities without registration under the Securities Act of 1933.

ITEM 6. SELECTED FINANCIAL DATA

Not Applicable.


ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS

The Company has no operations or revenue as of the date of this Form 10 K.

ITEM 4. REMOVED AND RESERVED
None.
PART II.
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
Report. We are currently in the process of developing a business plan. Management intends to explore and identify viable business opportunities within the U.S. including seeking to acquire a business in a reverse merger. Our common stock was approvedability to effectively identify, develop and implement a viable plan for an unpriced quotationour business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the OverU.S. and global economies. For more information about the Counter Bulletin Boardrisk of Covid-19 on October 19, 2004.
Asour business, see Item 1.A. - “Risk Factors”.

Plan of April 14, 2010, there were 128 shareholdersOperation

The Company has no operations from a continuing business other than the expenditures related to running the Company, and has no revenue from continuing operations as of recordthe date of this Report.

Management intends to explore and identify business opportunities within the U.S., including a potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction. Our Chief Executive Officer has experience in business consulting, although no assurances can be given that he can identify and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our common stockbusiness may be hindered by risks and a totaluncertainties which are beyond our control, including without limitation, the continued negative effects of 228,566,500 common shares outstanding.

the coronavirus pandemic on the U.S. and global economies. For more information about the risk of coronavirus on our business, see Item 1A “Risk Factors.”

We have never paid any dividends and do not currently engage in any business activities that provide revenue or cash flow. During the next 12 month period we anticipate paying dividendsincurring costs in connection with investigating, evaluating, and negotiating potential business combinations, filing SEC reports, and consummating an acquisition of an operating business.

Given our limited capital resources, we may consider a business combination with an entity which has recently commenced operations, is a developing company or is otherwise in need of additional funds for the development of new products or services or expansion into new markets or is an established business experiencing financial or operating difficulties and is in need of additional capital. Alternatively, a business combination may involve the acquisition of, or merger with, an entity which desires access to the U.S. capital markets.

As of the date of this Report, our management has not had any discussions with any representative of any other entity regarding a potential business combination. Any target business that is selected may be financially unstable or in the future. Any paymentearly stages of cash dividendsdevelopment. In such event, we expect to be subject to numerous risks inherent in the business and operations of a financially unstable or early stage entity. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk or in which our management has limited experience, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

Our management anticipates that we will likely only be able to effect one business combination due to our limited capital. This lack of diversification will likely pose a substantial risk in investing in the Company for the indefinite future because it will not permit us to offset potential losses from one venture or operating territory against gains from another. The risks we face will likely be heightened to the extent we acquire a business operating in a single industry or geographical region.

We anticipate that the selection of a business combination will be dependenta complex and risk-prone process. Because of general economic conditions, including unfavorable conditions caused by the coronavirus pandemic, rapid technological advances being made in some industries and shortages of available capital, management believes that there are a number of firms seeking business opportunities at this time at discounted rates with which we will compete. We expect that any potentially available business combinations may appear in a variety of different industries or regions and at various stages of development, all of which will likely render the task of comparative investigation and analysis of such business opportunities extremely difficult and complicated.


Once we have developed and begun to implement our business plan, management intends to fund our working capital requirements through a combination of our existing funds and future issuances of debt or equity securities. Our working capital requirements are expected to increase in line with the implementation of a business plan and commencement of operations.

Based upon our current operations, we do not have sufficient working capital to fund our operations over the amountnext 12 months. If we are able to close a reverse merger, it is likely we will need capital as a condition of closing that acquisition. Because of the uncertainties, we cannot be certain as to how much capital we need to raise or the type of securities we will be required to issue. In connection with a reverse merger, we will be required to issue a controlling block of our securities to the target’s shareholders which will be very dilutive.

Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences, or privileges senior to our Common Stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds legallyare not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our earnings,business operations.

We anticipate that we will incur operating losses in the next 12 months, principally costs related to our being obligated to file reports with the SEC. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. Such risks for us include, but are not limited to, an evolving and unpredictable business model, recognition of revenue sources, and the management of growth. To address these risks, we must, among other things, develop, implement, and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain, and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition, capital requirements and other factors that our Boardresults of Directors may think are relevant.

On May 1, 2008operations.

COVID-19 Update

To date, the COVID-19 pandemic has not had a material impact on the Company, forward splitparticularly due to our current lack of operations. The pandemic may, however, have an impact on our ability to evaluate and acquire an operating entity through a reverse merger or otherwise. See Item 1A “Risk Factors” for more information.

Off Balance Sheet Arrangements

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

Going Concern

The independent registered public accounting firm auditors’ report accompanying our December 3, 2021 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting FirmF-2
Balance Sheets as of December 31, 2021 and December 31, 2020F-3
Statements of Operations for the years ended December 31, 2021 and December 31, 2020F-4
Statement of Changes in Stockholders’ Equity for the years ended December 31, 2021 and December 31, 2020F-5
Statements of Cash Flows for the years ended December 31, 2021 and December 31, 2020F-6
Notes to the Financial StatementsF-7 - F-9


Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of
C2E Energy, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of C2E Energy, Inc. as of December 31, 2021 and 2020, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, 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.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, of 3 shares for every 1 share held. As a result ofevidence regarding the stock split, all shareamounts and per share data have been retroactively adjusted to give effect todisclosures in the stock split.

6
There are currently no outstanding options or warrants to purchase, or any securities that are convertible into, our common stock. The single warrant to purchase 6,500,000 shares issued in connection withfinancial statements. Our audit also included evaluating the CBM Merger was cancelled upon exchange of ownership in CBM with the original stockholders.
ITEM 6. SELECTED FINANCIAL DATA
Statements of Operations Information
  
Year ended
Dec. 31, 2009
  
Year Ended
Dec. 31, 2008
  
For the Period
May 28, 2003
(Inception) to
Dec. 31, 2009
 
Revenue $-  $-  $26,695 
Loss from continuing operations  (16,809,356)  (21,806,607)  (39,101,453)
Loss from discontinued operations  (23,558,654)  (304,437)  (32,139,852)
Loss from operations before income taxes  (16,809,356)  (21,806,607)  (39,101,453)
Net loss  (39,622,892)  (22,111,044)  (70,496,187)
Net loss per share basic and diluted:            
 Continuing operations $(.08) $(.17)    
 Discontinued operations  (.11)  -     
        Total $(.19) $(.17)    
Weighted average number of shares outstanding during the period-basic and diluted  213,494,725   127,590,860     
Balance Sheets Information
  Dec. 31, 2009  Dec. 31, 2008 
Cash $4,907  $1,196 
Total Assets  735,496   2,196 
Current Liabilities  982,872   642,703 
Total Liabilities  982,872   642,703 
Stockholders’ (Deficit)  (247,376)  (323,643)

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Certain statements contained in this discussionaccounting principles used and analysis or incorporated hereinsignificant estimates made by reference that are not related to historical results are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are predictive, that depend upon or refer to future events or conditions, and/or that include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates," "hopes," and similar expressions constitute forward-looking statements. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), business strategies or prospects, or possible future actions by us are also forward-looking statements.
7
These forward-looking statements are based on beliefs of our management, as well as current expectations, projections, assumptions and information currently availableevaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the Companyaudit committee and that (1) relate to accounts or disclosures that are subjectmaterial to certain risksthe financial statements and uncertainties(2) involved our especially challenging, subjective, or complex judgments. We determined that could cause actual results to differ materially from historical results or those anticipated or implied by such forward-looking statements. Should one or more of those risks or uncertainties materialize or should underlying expectations, projections and assumptions prove incorrect, actual results may vary materially from those described. Those events and uncertaintiesthere are difficult to predict accurately and manyno critical audit matters.

/s/ BF Borgers CPA PC

We have served as the Company’s auditor since 2021

Lakewood, CO

March 21, 2022

5041

F-2

C2E ENERGY, INC.

BALANCE SHEETS

  December 31,  December 31, 
  2021  2020 
       
ASSETS        
Total Assets $-  $- 
         
LIABILITIES & STOCKHOLDERS’ DEFICIT        
Accounts payable $140,527  $- 
Note payable related parties  130,188   5,000 
Total liabilities  270,715   5,000 
         
Commitments and Contingencies  -   - 
         
Stockholders’ Equity        
Preferred Series $0.0001 par value, 20,000,000 shares authorized, 10,000,000 and -0- shares issued and outstanding, December 31, 2021 and December 31,2020, respectively  1,000   - 
Common stock, $0.0001 par value; 2,000,000,000 shares authorized, 1,994,657,080 shares issued and outstanding December 31, 2021 and December 31, 2020  199,466   199,466 
Additional paid in capital  70,857,492   70,558,869 
Retained earnings (deficit)  (71,328,673)  (70,763,335)
Total Stockholders’ (Deficit)  (270,715)  (5,000)
Total Liabilities and Stockholders’ (Equity) $-  $- 

The accompanying notes are beyond our control. We assume no obligation to update these forward-looking statements to reflect events or circumstances that occur after the datean integral part of these statements except financial statements.


C2E ENERGY, INC.

STATEMENTS OF OPERATIONS

  Year Ended  Year Ended 
  December 31,  December 31, 
  2021  2020 
Revenue $-  $- 
         
Operating Expenses:        
Administrative expenses -related party $565,338   5,000 
Total operating expenses  565,338   5,000 
(Loss) from operations  (565,338)  (5,000)
Other expense  -   - 
Other (expense) net  -   - 
Income (loss) before provision for income taxes  (565,338)  (5,000)
Provision for income taxes  -   - 
Net (Loss) $(565,338) $(5,000)
         
Basic and diluted earnings(loss) per common share $(0.00) $(0.00)
         
Weighted average number of shares outstanding  1,994,657,080   1,994,657,080 

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


C2E ENERGY

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

              Additional     Total 
  Preferred Stock  Common Stock  Paid-in  Accumulated  Stockholders’ 
  Shares  Value  Shares  Value  Capital  Deficit  Equity 
Balance, December 31, 2019  -  $-   1,994,657,080  $199,466  $70,558,869  $(70,758,335) $- 
                             
Net loss      -        -    -   (5,000)  (5,000)
                             
Balance, December 31, 2020  -  $-   1,994,657,080  $199,466  $70,558,869  $(70,763,335) $(5,000)

              Additional     Total 
  Preferred Stock  Common Stock  Paid-in  Accumulated  Stockholders’ 
  Shares  Value  Shares  Value  Capital  Deficit  Equity 
Balance, December 31, 2020  -  $-   1,994,657,080  $199,466  $70,558,869  $(70,763,335) $(5,000)
                             
Net loss              -        (565,338)  (565,338)
                             
Issuance of preferred stock for services  10,000,000   1,000           249,000       250,000 
                             
Forgiveness of related party debt                  49,623       49,623 
                             
Balance, December 31, 2021  10,000,000  $1,000   1,994,657,080  $199,466   70,857,492  $(71,328,673) $(270,715)

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


C2E ENERGY, INC.

STATEMENTS OF CASH FLOWS

  Year Ended  Year Ended 
  December 31,  December 31, 
  2021  2020 
Cash Flows From Operating Activities:        
Net loss $(565,338) $(5,000.00)
Stock based compensation  250,000  $- 
Changes is assets and liabilities:        
Accounts payable  140,527   - 
Net cash provided by (used for) operating activities  (174,811)  (5,000)
         
Cash Flows From Investing Activities:        
Net cash provided by (used for) investing activities  -   - 
         
Cash Flows From Financing Activities:        
Proceeds from related party loans  174,811   5,000 
Net cash provided by (used for) financing activities  174,811   5,000 
         
Net Increase (Decrease) In Cash  -   - 
Cash At The Beginning Of The Period  -   - 
Cash At The End Of The Period $-  $- 

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


C2E ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

C2E Energy, Inc. (‘the Company”) f/k/as specifically required by law. Accordingly, past results and trends should not be used to anticipate future results or trends.

OVERVIEW
ASTOdyssey Oil & Energy, Inc. was formed in Florida in August 2001 with the plan of becoming a direct marketing company that developed and marketed premium-quality, premium-priced, branded fitness, and exercise equipment to the home fitness equipment market. OurThe original business plan included marketing products directly to consumers through a variety of direct marketing channels.

As an initial step, the Company licensed the rights to a portable gym subject to patent protection in the United States, which maywas eligible to be marketed under the trademark Better Buns. It was the Company'sCompany’s intention for this product to be its first direct-marketed product. The Company was unsuccessful in its attempts to raise funding to pursue this goal and in May 2005, received notice that it was in breach of its license agreement for the Better Buns product and that the license was being terminated. Since inception to date, the Company hadhas not generated any revenues through the sale of the Better Buns product or otherwise, and hadhas not engaged in any research and development or marketing activities due to limited funds and resources.

In September 2005, the Company changed focus in connection with the Merger of a wholly ownedwholly-owned subsidiary of the Company and CardioBioMedical Corporation (“CBM”), a Delaware corporation. The subsidiary merged with and into CBM, with CBM as the surviving corporation and becomingwhich became a subsidiary of AST.the Company. The consideration for the merger consisted of 22,077,50966,232,527 shares of ASTthe Company common stock, $.0001 par value, payable on a one-for-one basis to the consenting shareholders of CBM and a warrant, exercisable beginning January 1, 2008, to purchase 6,500,00019,500,000 shares of ASTthe Company common stock at a purchase price of $.01$.003 per share payable to the sole warrant holder of CBM in exchange for an equivalent CBM warrant.


The new objective of the Company was to establish a medical device, the Cardio Spectrum Diagnostic System as the standard of care for the detection of early-stage ischemic heart disease. The Company'sCompany’s strategy consisted of (i) attempting to (i) obtain insurance reimbursement for the performance of the diagnostic test (ii) establish the device with cardiologists and (iii) finally (iii) gain acceptance and use by other physician

specialties and hospitals. The Company was unsuccessful in its attempts to obtain insurance reimbursement and marketing CSD.

On April 21, 2006, we began the realization of our new strategy by purchasing a 10% working interest in oil and gas leases in Texas from Centurion Gold Holdings, Inc., a related public company.

On November 21, 2007, we entered into a new phase of our Board of Directors authorized the purchase (the “Purchase”) of one hundred percent (100%) ofstrategy by acquiring a Uranium Prospect known as Springbok Flats in the Bela Bela District of South Africa. The rights were being held through MCA Uranium One (Pty) Ltd, a 49% (forty nine percent) owned subsidiary of Odyssey Oil & Energy, Inc. As a result of the Purchase, the Company issued 15,000,000 shares of

On January 15, 2008, the Company’s common stock at a purchase price of $0.28 per share. A further 10,000,000 shares of the Company's common stock were to be issued on receipt of the mining license and a further 25,000,000 shares of the Company's common stock were to be issued within a period of 18 months upon proving up of the Uranium Reserves. However, no further shares were issued. On October 24, 2009 the Company entered into a contract with MCA Capital Assets (Pty) Ltd to mutually cancel the original acquisition agreement. The Company has no further obligations in regards to the original agreement.

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During 2007,well operator determined that the Leslie 1 Well of the BBB Area, in Wharton Texas, underwent various repairs to trywas no longer commercially viable and get the gas to start flowing again. The worst possible scenario occurred when it was discovered that the well had a split casing. All the partners in the well decided to allow Ventum Energy, the wells operator, to trywas plugged and establish a gas pocket about half way up the well to trap the gas and pump it out. None of the repairs were successful and the gas pocket did not materialize. On January 15, 2008 it was decided to plug the well and abandon it.
abandoned.

On June 16, 2008, the Company acquired ALG Bio Oils Limited, which in turn owns 100% of ALG Western Oils (Pty) Ltd. ALG Western Oils. As a result of the purchase the Company issued 35,000,000 shares of the Company’s common stock with a fair value of $21,700,000. On June 22, 2009 the Company issued an additional 75,000,000 shares of the Company’s common stock with a value for financial accounting purposes of $15,000,000 as a result of the purchase. An additional impairment of $15,000,000 was recorded during the year ended December 31, 2009 as a result of the issuance.This acquisition continues the Company’s strategy of investing in energy related enterprises. The Company intends to expand the making of bio fuels from algae to other large mining Companies in South Africa.


On May 26, 2009, the Company acquired 51% of H-Power (Pty) Ltd. As a result of the purchase the Company issued 65,000,000 shares of the Company’s common stock with a value for financial accounting purposes of $37,700,000. However, on August 27, 2009, the Company entered into an agreement to cancel the purchase. On March 16, 2010 material terms of this agreement were complied with, the Company cancelled the 65,000,000 shares of the Company’s common stock and returned them to Treasury. The Company also received the first installment of its repayment of advances made of $91,000.

On October 24, 2009 the Company entered into a contract with MCA Capital Assets (Pty) Ltd to mutually cancel the original agreement for the acquisition of the Uranium Prospect referred to above. The Company has no further obligations in regards to the original agreement. All expenses have been reclassified to discontinued operations on the statements of operations.

Excluding the impairment of the bio-fuels development contract relating to the acquisition of ALG Bio Oils Limited, total operating expenses increased to $1,781,424 from $67,236 for the year ended December 31, 2009. The increase was primarily due to consulting fees expensed of $786,770 relating to its ALG Bio Oils Limited subsidiary and officer compensation expensed of $900,000. The consulting fees were primarily in payment of technological and promotional services rendered.

Total current assets consist of cash of $4,907, loans receivable of $729,589 and website costs of $1,000. Total liabilities consist of accounts payable and accrued expenses of $557,842 and amounts due to related parties totaling $425,030. Global Investment Group, Inc. and various related parties of ALG Bio Oils Limited funded all operating costs and will continue to do so. Management has received verbal assurances from these related parties that such funding will continue as needed.

PLAN OF OPERATIONS
During December 2006 the well was shut down for some major repairs. Mud had leaked into the well and reduced the gas flow significantly. The well was brought back online and gas started to flow in February 2007. Our share of the repair costs was $12,554. The well was again shut down soon after starting up again due to a significant loss of pressure in the well. It was found that the casing had in fact cracked and the only way to repair the well was either to re-drill the well at an enormous cost or try and trap the gas in an anomaly half way up the well. The latter was tried but also proved to be unsuccessful. Our share of the costs was $14,238. In January 2008 it was decided to abandon the well.
9
The company does not intend to expand by acquiring additional working interests in other oil and gas wells.
On November 21, 2007 the Company purchased a Uranium Prospect known as Springbok Flats in the Bela Bela District, South Africa. The rights were being held through the company MCA Uranium One (Pty) Ltd a 49% (forty nine percent) owned subsidiary of the Company. The Company decided not to proceed with the exploration and exploitation of the Uranium Prospect as it would not have been financially viable. On October 24, 2009 the Company entered into a contract to mutually cancel the original acquisition agreement.
On June 16, 2008, the Company acquired ALG Bio Oils Limited, which in turn owns 100%100% of ALG Western Oils (Pty) Ltd. ALG Western Oils has the technology to make bio fuelbiofuel from algae and has entered into a Letter of Intent with Xstrata Alloys to begin a bio fuelbiofuel project at the Boshoek smelter in South Africa. The construction of the pilot plant was completed during the quarter ended June 30, 2009, and is currently in the test phase.undergoing various tests. This acquisition continues the Company’s strategy of investing in energy relatedenergy-related enterprises.

The Company intended to expand the making of biofuels from algae to other large mining companies in South Africa.

On May 26, 2009, the Company acquired 51%51% of H-Power (Pty) Ltd. H-Power (Pty) Limited, a South African registered company, which owns an exclusive license to develop and market batteries based on patented Hybrid Battery Technology worldwide. InHowever, on August 27, 2009, the Company andentered into an agreement to cancel the purchase of the 51% of H-Power (Pty) Ltd cancelled the purchase asLtd. H-Power required substantial capital as well as a partner to develop a production line for the batteries based on its patented Hybrid Battery Technology.


The

Prior to February 2021, the Company intends to expandhas been dormant for the makingapproximately the last eight years.

On February 10, 2021, as a result of bio fuels from algae to other large mining companiesa custodianship in South Africa.


The company will also explore investments in other energy related enterprises. These future activities will be dependent uponPalm Beach, Florida Case Number: 502020CA013695XXXXMB AB, Custodian Ventures LLC (“Custodian”) was appointed custodian of the Company. David Lazar is the managing member of Custodian.

On February 10, 2021, the Custodian appointed David Lazar as the Company’s abilityChief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer, and Chairman of the Board of Directors.

On September 28, 2021, as a result of a private transaction, 10,000,000 shares of Series A Preferred Stock, $0.0001 par value per share of the Company were transferred from Custodian Ventures, LLC to raise additional funds. Currently,Hunthall Limited (the “Purchaser”). As a result, the Purchaser became an approximately 67% holder of the voting rights of the issued and outstanding share capital of the Company on a fully-diluted basis of the Company and became the controlling shareholder. The consideration paid for the Shares was $250,000. The source of the cash consideration for the Shares was personal funds of the Purchaser. In connection with the transaction, David Lazar released the Company from all debts owed to him.


On September 28, 2021, the existing director and officer resigned immediately. Accordingly, David Lazar, serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary, and a Director. At the effective date of the transfer, Arthur Li consented to act as the new President, CEO, CFO, Treasurer, Secretary, and Chairman of the Board of Directors of the Company.

Arthur Li has been the Managing Director of Hunthall Limited from October 2019 through the present. From February 2019 to September 2019, he was a Corporate Finance Executive at Anglo Chinese Group Ltd. From July 2016 to December 2018, Arthur Li was the Director of Marketing at Transcosmos America Inc.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. As of December 31, 2021, the Company had no cash, negative working capital of $270,715 and negative retained earnings of $71,328,673.

Because the Company does not haveexpect that existing operational cash flow will be sufficient cash to continuefund presently anticipated operations, for the next twelve months. Our auditors have raisedthis raises substantial doubt about the Company’s ability to continue as a going concern. Although no assurances can be given, management has received verbal assurances from the related parties referred to above that such funding will continue as needed. Based on these assurances, management expects thatTherefore, the Company will be ableneed to develop its interest in ALG Bio Oils Ltd.raise additional funds and execute its planis currently exploring alternative sources of operations and continue as a going concern.


CAPITAL RESOURCES AND LIQUIDITY
As of December 31, 2009,financing. Recently the Company had cashbeing funded by Hunthall Ltd. who extended interest-free demand loans to the Company. Historically, the Company raised capital through private placements, to finance working capital needs and may attempt to raise capital through the sale of $4,907, not sufficient to fund operations. Funding has been provided bycommon stock or other securities and is expectedobtaining some short-term loans. The Company will be required to continue to be provided by Global Investment Group, Inc.so until its operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and various related parties of ALG Bio Oils Limited. Should these various parties be unableintends to continue funding operations, the Company may not be able to proceed with its business plan. this practice where feasible.

Use of Estimates

The Company’s auditors have raised substantial doubt about our ability to continue as a going concern as sufficient cash is not on hand to continue operations for the next twelve months and operating losses are expected to continue. However, management has received verbal assurances from these related parties that such funding will continue as needed.

10

CRITICAL ACCOUNTING POLICIES AND CHANGES TO ACCOUNTING POLICIES
The Company historically has utilized the following critical accounting policies in making its more significant judgments and estimates used in the preparation of its financial statements:
Use of Estimates. In preparing financial statements in conformity with accounting principles generally accepted in the United States,US GAAP requires management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reportedreporting period. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimatesthese estimates.

Cash and cash equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On December 31, 2021, and December 31, 2020, the differences could be material.


Company’s cash equivalents totaled $-0- and $-0- respectively.

Income Taxes. taxes

The Company accounts for income taxes under FASB ASC 740, ”Accounting Standards Codification No. 740, for Income TaxesTaxes”. Under FASB ASC No. 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC No. 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.


Impairment. FASB ASC 740-10-05, ”Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company accounts for any impairment in accordance with FASBassesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.


Net Loss per Share

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, Codification No. 350, Intangibles - Goodwill and Other. Under FASB ASC No. 350, intangible assetsTopic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are reviewed for evidence or changes in circumstances that indicate that their carrying value may not be recoverable. The Company periodically reviewsdetermined by dividing net income by the carrying value to determine whether or not an impairment to such value has occurred.


Foreign Currency Translation. The functional currencyweighted average number of the Company is the United States Dollar.  The financial statementsshares of the Company are translated to United States dollars using period-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses.  Capital accounts are translated at their historical exchange rates when the capital transaction occurred.  Net gains and losses resulting from foreign exchange translations are included in the statements of operations and stockholders’ deficit as other comprehensive income (loss).
There were no changes in accounting policiescommon stock outstanding during the year.
OFF-BALANCE SHEET ARRANGEMENTS
Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

Recent Accounting Pronouncements

There are no recent accounting pronouncements that impact the Company’s operations.

NOTE 3 – NOTES PAYABLE-RELATED PARTY

As of December 31, 2021, and December 31, 2020, the balances of notes payable related party were $130,188 and $5,000 respectively. These interest-free demand loans as of September 30, 2021, are being extended by Hunthall Limited.

NOTE 4 – EQUITY

Common Stock

The Company is not a party to any off- balance sheet arrangements.

DESCRIPTION OF PROPERTY
has authorized 2,000,000,000 shares of $0.0001 par value, common stock. As of December 31, 2021, and December 31, 2020, there were 1,994,657,080 shares of Common Stock issued and outstanding.

The Company did not issue any common shares in 2021 or 2020.

Preferred Stock

The Company has authorized 20,000,000 shares of Series A Preferred Stock at a par value of $0.0001. As of December 31, 2021, and December 31, 2020, there were 10,000,000 and -0- shares issued and outstanding, respectively. The preferred shares are convertible to common shares at a ratio of 40 to 1.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

The Company did not have any contractual commitments as of December 31, 2021, and 2020.

NOTE 6 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it does not own any real property or any interest in real property and does not invest in real property or have any policies with respect thereto as a part of their operations or otherwise.

Our principal office facility is presently locatedmaterial subsequent events to disclose in space owned by our president. Rent has not been charged for the office space, and it is not expected that rent will be charged in the near-term.
11
ITEM 8. FINANCIAL STATEMENTS.
The company'sthese financial statements are attached hereto and incorporated herein by reference.statements.


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

None.
ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable

ITEM 9A. CONTROLS AND PROCEDURES

CODE OF ETHICS
The Company has adopted

Evaluation of Disclosure Controls and Procedures.

Our management is responsible for establishing and maintaining a Codesystem of Ethics that applies to employees, officers and directors. The Code of Ethics was filed as Exhibit 14.1 to the Company's Form 10-KSB filed for the year ended December 31, 2004.

DISCLOSURE CONTROLS AND PROCEDURES
The Company maintains disclosure“disclosure controls and proceduresprocedures” (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in Companythe reports filedthat we file or submit under the Securities Exchange Act of 1934, as amended (“the 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 areinclude, without limitation, controls and procedures designed to provide reasonable assuranceensure that information required to be disclosed by an issuer in Companythe reports filedthat it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the Company’s Chief Executive Officerits principal executive officer or officers and Chief Financial Officer,principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Mr. Arthur Johnson who is our Chief Executive Officer and Chief Financial Officer, Management has evaluated the effectiveness of the Company’sdetermined that disclosure controlscontrol and procedures pursuant to Rule 13a-15(b) of the Exchange Actwere not effective as of December 31, 2009. Based2021.

Management’s Report on that evaluation, the Company’s Chief Executive Officer and ChiefInternal Control over Financial Officer has concluded that there is a material weakness in our internal control over financial reporting and that our financial reporting controls were not effective.  A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.


The material weakness identified are:
The Company issued shares of common stock to various consultants of H-Power (Pty) Ltd. The Company was deficient in obtaining executed agreements for its files and in accounting for the various agreements. The Company also does not have sufficient accounting staff at its ALG Bio Oils Ltd. and H-Power (Pty) Ltd. subsidiaries in South Africa to ensure that all transactions are properly reconciled, and timely and properly reflected in the accounting records.  This insufficiency in accounting staff results in a lack of accounting expertise necessary for an effective system of internal control.
12
In order to mitigate the above weaknesses, the Company will consider adding accounting staff but at a minimum will improve communication to its accounting firm in South Africa to ensure that all transactions are properly supported and timely recorded. In addition, management will conduct a more thorough review of all financial reports issued for completeness  and reasonableness.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company’sReporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Pursuant to the rules and regulations of the Securities and Exchange Commission,Act. Our internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Dueaccounting principles. 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 generally accepted accounting principles, 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.

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

Our management assessed the effectiveness of our internal control over financial reporting may vary over time.

Mr. Arthur Johnson who is our Chief Executive Officerbased on the parameters set forth above and Chief Financial Officer, has evaluated the effectiveness of the Company’s internal control over financial reportingconcluded that as of December 31, 2009 based on the control criteria established in a report entitled Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on such evaluation management has concluded that2021, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles as of December 31, 2009 as indicated above.
Webb & Company, P.A., the Company’s independent registered public accounting firm, has not issued an attestation report on the effectivenessa result of the following material weaknesses:

●The Company does not have sufficient segregation of duties within accounting functions due to only having one officer and limited resources.
●The Company does not have an independent board of directors or an audit committee.
●The Company does not have written documentation of our internal control policies and procedures.
●All of the Company’s financial reporting is carried out by a financial consultant.

We plan to rectify these weaknesses by implementing an independent board of directors, establishing written policies and procedures for our internal controls overcontrol of financial reporting, sinceand hiring additional accounting personnel at such time as we are not yet required to comply with this provision of Section 404(B) of the Sarbanes-Oxley Act.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
complete a reverse merger or similar business acquisition.

Changes in Internal Control over Financial Reporting.

There werehave been no changeschange in the Company’sour internal control over financial reporting during the Company’s fiscal quarter endingyear December 31, 2009,2021 that havehas materially affected, or areis reasonably likely to materially affect, the Company’sour internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.


PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS PROMOTERS AND CONTROL PERSONS OFFICERS AND DIRECTORS

From September 30, 2002 through September 23, 2005, Curtis Olschansky, 42,CORPORATE GOVERNANCE

The following table sets forth the names and positions of our executive officers and directors. Directors will be elected at our annual meeting of stockholders and serve for one year or until their successors are elected and qualify. Officers are elected by the Board and their terms of office are, except to the extent governed by employment contract, at the discretion of the Board.

NameAgePositions
Arthur Li32Director, Chief Executive Officer, Treasurer, and Secretary

Mr. Li was appointed the sole officer and director of C2E Energy Inc. in September 2021, when Hunthall Limited acquired a controlling interest in the Company. Since October 2019 through the present,Mr. Olschansky servedLi has been serving as AST's President, principal executive officerthe Managing Director of Hunthall Limited. Mr. Li was a Corporate Finance Executive at Anglo Chinese Group Ltd (Hong Kong) from February 2019 to September 2019. Mr. Li was the Marketing Director at Transcosmos America Inc int the US from July 2016 to December 2018. Mr. Li was a double major graduate of the University of Southern California in2013, with a B.A. in Philosophy, Politics, and interim principal financial officer.Law and a B.A. in Social Sciences.

With only one director, the Board’s role is limited to those matters required by law to be approved by the Board. Accordingly, the general oversight role is inapplicable.

Election of Directors and Officers

Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the Board following the next annual meeting of stockholders and until their successors have been elected and qualified.


On September 23, 2005, James F. Mongiardo, 60, replaced Mr. Olschansky

Audit Committee

We do not have any committees of the Board as solewe only have one director.

Director Independence

We do not currently have any independent directors. We evaluate independence by the standards for director and was electedindependence established by Marketplace Rule 5605(a)(2) of the Nasdaq Stock Market, Inc.

Board Leadership Structure

We have chosen to combine the Chief Executive Officer and PresidentBoard Chairman positions since one person is our sole officer and director.

Code of Ethics

Our Board has not adopted a Code of Ethics due to the Company’s size and lack of employees. As of the Company. Mr. Mongiardo served as adate of this Report, our sole director of the Company from September 23, 2005 through April 21, 2006.

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Immediately prioris also our Chief Executive Officer.

Delinquent Section 16(a) Reports

None

ITEM 11. EXECUTIVE COMPENSATION

The following information is related to the exchange of ownership with the original stockholders of CardioBioMedical Corporation on April 21, 2006, Mr. Mongiardo resigned and Arthur V. Johnson was appointed to the Board and to serve as President and Secretary.

Arthur V. Johnson‘s responsibilities include expansion of the company through acquisitions. In addition, Mr. Johnson oversees all corporate governance and any of our reporting requirements. From February 1998 to April 2003, Mr. Johnson was Managing Director of Century Minerals (Pty) Ltd., a resource commodity trading house. Mr. Johnson has over 30 years experience in mining and previously served as a Director with Babcock International Group. Mr. Johnson previously sold his own chrome business to SA Chrome, a public company. Mr. Johnson graduated from the University of Cape Town in 1955 with a Degree in Commerce.
Nick Theunissen has over 15 years experience in strategic planning on a national level. He founded and owned a chrome mine on the Western Chrome Belt and a coalmine at Ermelo in South Africa. He co-founded the ferrochrome smelter SA Chrome & Alloys renamed to Merafe wich is currently owned by Xtrata. Nick also founded Alumicor an alluminium smelter at Pietermaritzburg which were taken over by an Australian group. He then founded ALG Western Oil Ltd. which was purchased by Odyssey Oil & Energy Inc. On August 26th, 2008, Mr. Theunissen was appointed Vice-President and Director of Odyssey Oil & Energy Inc.

Summary Compensation Table; Compensation of Executive Officers

The following summary compensation table sets forth all compensation awarded to, earned by,paid, distributed, or paid to the named executive officers earnedaccrued by us duringfor the fiscal years ended December 31, 20092021 and 2008 in all capacities for the accounts of2020 to our executives, including the Chief Executive Officer (CEO)(principal executive officer) during the last fiscal year and Chief Financial Officer (CFO):
SUMMARY COMPENSATION TABLE
Name and Principal Position Year 
Salary
($) 
 
Bonus
($)
 
Stock Awards
($)
 
Option
Awards
($)
 Non-Equity Incentive Plan Compensation ($)  
Non-Qualified Deferred Compensation Earnings
($)
 
All Other Compensation
($) 
 
Totals
($)
 
Arthur Johnson:
CEO, CFO
  2009 250,000  0 400,000  0 0  0 0  650,000 
   2008 0  0 0  0 0  0 0  0 
Nicolaas Theunissen:
VP
  2009 250,000  0 0  0 0  0 0  250,000 
   2008 0  0 0  0 0  0 0  0 

Mr. Johnson received five million common shares valued for financial accounting purposes at $400,000 ($.08 per share) as compensation for prior years’ services.

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Option Grants Table. There were no individual grants of stock options to purchase our common stock made to the two other most highly compensated executive officers namedserving as of the end of the last fiscal year whose compensation exceeded $100,000 (the “Named Executive Officers”):

We did not pay any compensation to our Chief Executive Officers (the “Named Executive Officers”) during the last two fiscal years.

Named Executive Officer Employment Agreements

None.

Termination Provisions

As of the date of this Report, we have no contract, agreement, plan, or arrangement, whether written or unwritten, that provides for payments to a Named Executive Officer at, following, or in connection with any termination, including without limitation resignation, severance, retirement or a constructive termination of a Named Executive Officer, or a change in control of the Company or a change in the Summary Compensation Table through December 31, 2009.


Aggregated Option Exercises andNamed Executive Officer’s responsibilities, with respect to each Named Executive Officer.

Outstanding Equity Awards at Fiscal Year-End Option Value Table. There were no stock options exercised during the year ended December 31, 2009 by the executive officers named in the Summary Compensation Table.

Long-Term Incentive Plan (“LTIP”) Awards Table. There were no awards made to the named executive officers in the last completed fiscal year under any LTIP.
Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.

Employment Agreements

Year End

As of December 31, 2009, we do not have employment agreements in place with2021, none of our officers and directors.

AUDIT COMMITTEE
The Company currently does not have an audit committee; Arthur Johnson has acted and will continue to act as the audit committee of the Board of Directors.
NOMINATIONS
The Board of Directors nominates candidates to stand for election as directors; other candidates also may be nominated byNamed Executive Officers held any stockholder, providedunexercised options, stock that such other nomination(s) are submitted in writing to the Secretary of the Company no later than 90 days prior to the meeting of stockholders at which such directors are to be elected, together with the identity of the nominator and the number of shares of the Company's stock owned, directly or indirectly, by the nominator. Directors are elected at the annual meeting of the stockholders, except for vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class (which positions may be filled by the affirmative vote of a majority of the directors then in office, although fewer than a quorum, or by a sole remaining director), and each director elected shall hold office until such director's successor is elected and qualified or until the director's earlier death, resignation or removal. These procedures have not changed since adopted by the Company.
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ITEM 11. EXECUTIVE COMPENSATION
Mr. Johnson received five million common shares valued for financial accounting purposes at $400,000 ($.08 per share) asvested, or other equity incentive plan awards.

Director Compensation

To date, we have not paid our director any compensation for prior years’ services. In addition, officer compensation totaling $500,000 was accrued for the current year to Arthur Johnson and Nicolaas Theunissen.

OPTION AND LONG-TERM INCENTIVE PLANS
The Company has not maintained and currently does not maintain any option or similar equity compensation plans or programs, or any long-term incentive programs or plans, and no current or former officer has ever been granted any stock options or stock appreciation or similar rights.
DIRECTOR COMPENSATION
services on our Board.

Equity Compensation Plan Information

The Company does not have arrangements, standardany securities authorized for issuance or otherwise, pursuant to which directors are compensated for services provided as directors (including as membersoutstanding under an equity compensation plan or equity compensation grants made outside of committees of the Board of Directors). The directors of the Company have not been and currently are not compensated for their services as directors.

EMPLOYMENT AND RELATED AGREEMENTS
The Company was notsuch a party to any employment or other related agreements.plan.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

The following table shows,sets forth certain information regarding beneficial ownership of the Company’s Common Stock as of December 31, 2009, the beneficial ownership of Common Stock of the Company2021, by (i) anyeach person or group who is known toby the Company to be the beneficial owner ofown beneficially more than 5% of the Company'sany classes of outstanding Common Stock, (ii) the sole currenteach director of the Company, (iii) the sole named executive officereach of the Company,Chief Executive Officers and the executive officers (collectively, the “Named Executive Officers”) and (iv) all current directors and executive officers of the Company as a group.

Name and Address of Amount and Nature of   Beneficial Owner Beneficial Ownership (1) Percent of class
16
Name and Address of
Beneficial Owners
 
Amount and Nature of
Beneficial Owner(1)
  
Percent of
Class
 
Bio Oils Trust
17 GR, Xenopoulou Street
limosol, Cyprus 3106
  97,150,000   33.1%
Daros Limited
P.O.Box 363
Rivonia, 2128
South Africa
  17,820,000   6.1% 
Arthur Johnson
18 George Ave
Rivonia 2128
South Africa
  5,000,000   1.7% 
Interco Holdings Ltd
CTV House, La Pouquelaye
St. Helier, Jersey JE2 3GF
  15,000,000    5.1%
All current directors and executive officers as a group  5,000,000   1.70%

Name of Beneficial Holder Amount of
Beneficial
Ownership (1)		  Percentage of
Common
Stock (1)(2)		 
Hunthall Limited (2)        
(2) Arthur Li Managing Director is the beneficial owner of 10,000,000 shares of Preferred Stock convertible to common stock at a ratio of 40 to 1. If the preferred shares was converted to common stock Mr. Li’s ownership of the company would be approximately 66.7%      66.7%
         
All officers and directors      66.7%
         
5% Shareholders        
         
Shee Fu,
Rm 1904 Nam Wo Hong Bldg 148 Wing Lok St Sheung Wan, Hong Kong		  269,000,000   13.49%
Roux And Sons, Hk Ltd
Rm 1904 Nam Wo Bldg 148 Wing Lok St Sheung Wan, Hong Kong		  320,500,000   16.07%
Weicheng Lou
S3-302 Oujingcheng Garden Longgang Centre City Shenzhen Guangdong, China		  189,750,000   9.51%
Tao Zeng
Rm 402 Block 7b Jin Hu Lan Jun Bldg Dong Chen District Dong Guang, China		  130,000,000   6.52%

(1)Unless otherwise indicated, eachApplicable percentages are based on 1,994,657,080 shares of Common Stock outstanding as of December 31, 2021. The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 and 13d-5 of the personsExchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under SEC rules, a person is considered a “beneficial owner” of a security if that person has or shares power to vote or direct the voting of such security or the power to dispose of such security. A person is also considered to be a beneficial owner of any securities of which the person has a right to acquire beneficial ownership within 60 days. We believe that each individual or entity named in the table above has sole votinginvestment and investmentvoting power with respect to the shares set forth opposite such person's name. With respect to each person or group, percentages are calculated based on the number of sharessecurities indicated as beneficially owned including shares that may be acquired by such person or group within 60 days of December 31, 2009 uponthem, subject to community property laws, where applicable, except where otherwise noted in the exercise of stock options, warrants or other purchase rights, but not the exercise of options, warrants or other rights held by any other person.footnotes to this table.

The Company knows of no arrangement that may result in a change of control.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

During the year ended December 31, 2009, the Company issued five million shares of common stock to its President as compensation for prior years’ services with a fair value $400,000.
During the years ended December 31, 2009 and 2008, a related party advanced an additional $62,584 and $62,728, respectively, in payment of operating and development expenses. In addition, principal repayments of $15,326 were made. These advances are unsecured, bear interest at 10% per annum and are due on demand.
During the year ended December 31, 2009 and 2008, a related party advanced to ALG Bio Oils Ltd, the Company’s wholly owned subsidiary, $37,984 and $4,314, respectively, in payment of operating expenses.  The loans are non-interest bearing and are due at the discretion of the director.
During 2005, 2006, 2007, 2008, and 2009 the Company recorded additional paid-in capital of $12,000 for the fair value of rent and services contributed to the Company by its president.
On April 21, 2006, the Company issued 60 million shares of common stock to purchase a 10% working interest in certain gas and oil leases in Texas for $165,000 ($.003 per share) from Centurion Gold Holdings, Inc., a related public company.
During 2003, the Company issued 21,375,000 shares of common stock to its President for services with a fair value of $712,500.
17
During 2003, an officer advanced the Company $15,413 for start-up and operating expenses. The advance is non-interest bearing, unsecured and due on demand.
During 2005, 2004 and 2003, the Company recorded royalty expenses due to a related party of $150,000, $187,813 and $15,625, respectively.
During 2005, a stockholder loaned the Company $49,656 for working capital. The loan bears interest at 10%, is unsecured and due on demand.
During 2005, the Company issued 15,000,000 shares of common stock to its Chief Executive Officer and President in recognition and consideration of his service as an officer and director of the Company since June 2003 and his contributions to the progress and development of the Company. For financial accounting purposes, these shares were valued at $150,000 ($0.03 per share) based upon recent market prices of the Company.
During 2005, the Company settled a dispute with a related party. The settlement agreement called for the related party to return 49,500,000 shares of common stock to the company and the company to give back the exclusive rights to the patent. The shares were valued on the date of settlement and the company recorded a loss on the settlement of $1,065,729.
In January 2003, the Company entered into a licensing agreement with Exerciting, LLC to acquire the exclusive rights associated with a product known as Better Buns. The terms of the licensing agreement provided that the Company would pay Exerciting a royalty of eight percent (8%) of gross revenues derived from the Company's sales of the product and that the Company must achieve certain minimum sales figures on an annual basis or pay minimum royalty payments of fifty thousand dollars ($50,000) per quarter regardless of sales achieved, and issue 100,000 shares of its common stock to the members of the licensor. Curtis Olschansky, the Company's former principal executive officer and director, is the brother of Brad Olschansky and Scott Olschansky, who are the owners and members of Exerciting, LLC. The Company issued 200,000 shares (after giving effect to the stock split discussed below) to these individuals in January 2003. This agreement was terminated during May 2005.
During October 2003, the Company received non-interest bearing, unsecured, demand working capital loans in the amount of $5,000 from Mr. Olschansky, its former principal executive officer and director, and $5,000 from Meredith Dodrill, a significant stockholder. These loans were forgiven in full in connection with the Merger. During May 2005, the Company received a non-interest bearing, unsecured, demand working capital loan of $5,750 from Mr. Olschansky, its former principal executive officer and director. This loan was forgiven in full in connection with the Merger. Meredith Dodrill, a significant stockholder of the Company, is married to James Dodrill, who served as corporate legal counsel for the Company. Mr. Dodrill also acted as interim President of the Company upon its inception. As of July 31, 2004, Mr. Dodrill was owed $50,000 for legal services provided to the Company, which amount was forgiven in full in connection with the Merger.
Because of their initiatives in founding and organizing the Company, Mr. and Mrs. Dodrill may both be considered promoters of the Company. Mrs. Dodrill is presently the holder of 3,000,000 shares of our common stock, which were issued in exchange for the forgiveness of expenses payable to Ms. Dodrill totaling $10,000.
18
AND DIRECTOR INDEPENDENCE

Not applicable.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(A) Audit Fees

BF Borgers, CPA PC served as our independent auditors for the fiscal years ended December 31, 2021 and 2020.

The aggregatefollowing table shows the fees billed for professional services renderedpaid or accrued for the audit of annual financial statements included in Form 10-Kand other services provided by our independent auditors for the fiscal year ended December 31, 2009 and for the review of quarterly financial statements included in Form 10-Q for the quarters ended March 31, June 30 and September 30, 2009 were $22,804

years ended:

  December 31,  December 31, 
  2021  2020 
Audit fees $7,800  $7,800 
Total fees paid or accrued to our principal accountant $7,800  $7,800 


PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The aggregate audit fees billed for professional services rendered for the audit of annual financial statements included in Form 10-K for the fiscal year ended December 31, 2008 and for the review of quarterly financial statements included in Form 10-Q for the quarters ended March 31, June 30 and September 30, 2008 were $9,112.


(B) Audit-Related Fees

None.

(C) Tax Fees

None

(D) All Other Fees

None.
 (E)  Audit Committee Approval
We currently do not have an audit committee. Arthur Johnson, our president has acted and will continue to actfollowing exhibits are filed as the audit committee of the Board of Directors.  All services performed by our auditor have been pre-approved.
DESCRIPTION OF SECURITIES
The only securities of the Company currently outstanding are shares of its common stock, $.0001 par value. The Company is authorized to issue 650,000,000 shares of its common stock and 20,000,000 million shares of preferred stock, $.0001 par value, although no classes or series of preferred stock have been designated. The Board of Directors of the Company is authorized by the Company's Amended and Restated Articles of Incorporation to fix the number and designations, powers, preferences, rights and restrictions of any such class or series of preferred stock.
Holders of the Company's common stock are entitled to one vote per share on each matter submitted to a vote at a meeting of shareholders. Except as otherwise expressly provided by the law of the State of Florida or the Company's Amended and Restated Articles of Incorporation or the resolution of the Board providing for the issue of a series of preferred stock, the holders of the common stock shall possess exclusive voting power for the election of directors and for all other purposes.
Subject to any prior rights to receive dividends to which the holders of shares of any series of preferred stock may be entitled, the holders of shares of common stock shall be entitled to receive dividends if and when declared payable from time to time by the Board of Directors from funds legally available for payment of dividends.
19
In the event of any dissolution, liquidation or winding up of the Company, whether voluntary or involuntary, after there shall have been paid to the holders of shares of preferred stock the full amounts to which they may be entitled, the holders of the then-outstanding shares of common stock shall be entitled to receive, pro rata, any remaining assets of the Company available for distribution to shareholders. The Board of Directors may distribute in kind to the holders of common stock such remaining assets of the Company or may sell, transfer or otherwise dispose of all or any part of such remaining assets to any other corporation, trust or entity and receive payment in cash, stock or obligations of such other corporation, trust or entity or any combination thereof, and may sell all or any part of the consideration so received, and may distribute the consideration so received or any balance or proceeds of it to holders of common stock. The voluntary sale, conveyance, lease, exchange or transfer of all or substantially all the property or assets of the Company (unless in connection with that event the dissolution, liquidation or winding up of the Company is specifically approved), or the merger or consolidation of the Company into or with any other corporation, or the merger of any other corporation into it, or any purchase or redemption of shares of stock of the Company of any class, is not deemed to be a dissolution, liquidation or winding up of this Corporation for the purposes of the foregoing.Annual Report.

Incorporated by ReferenceFiled or Furnished
Exhibit #Exhibit DescriptionFormDateNumberHerewith
31.1Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
32.1Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document


Pursuant to the Company's Amended and Restated Articles of Incorporation, no holder of any shares of the Company of any class now or in the future authorized has any preemptive right (other than such right, if any, as the Board of Directors in its discretion may determine) to purchase or subscribe for any additional issues of shares of the Company of any class now or in the future authorized, any shares of the Company purchased and held as treasury shares, any part paid receipts or allotment certificates in respect of any such shares, any securities convertible into or exchangeable for any such shares, or any warrants or other instruments evidencing rights or options to subscribe for, purchase or otherwise acquire any such shares, whether such shares, receipts, certificates, securities, warrants or other instruments be unissued, or issued and subsequently acquired by the Company. Any such shares, receipts, certificates, securities, warrants or other instruments, in the discretion of the Board, may be offered from time to time to any holder or holders of shares of any class or classes to the exclusion of all other holders of shares of the same or any other class at the time outstanding.
Market Price of and Dividends on the Registrant's Common Equity and Other Shareholder Matters
The Company's common stock was approved for unpriced quotation on the Over-the-Counter Bulletin Board on October 19, 2004. It trades under the symbol OOGI.OB. High and low bid information for the Company's common stock is not currently available.
As of December 31, 2009, there were 128 shareholders of record of our common stock and a total of 228,566,500 shares outstanding.
We have never paid any dividends and do not currently anticipate paying dividends in the future. Any payment of cash dividends in the future will be dependent upon the amount of funds legally available, our earnings, financial condition, capital requirements and other factors that our Board of Directors deems relevant.
There are currently no outstanding options or warrants to purchase, or any securities that are convertible into, our common stock. The single warrant to purchase 6,500,000 shares issued in connection

SIGNATURES

In accordance with the CBM Merger was cancelled upon exchange of ownership in CBM with the original stockholders.

The Company does not maintain any option or similar equity compensation plans or programs.
20
LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceeding.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 11.3 of the Company's Amended and Restated Articles of Incorporation provides that the Company must indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), by reason of the fact that he/she is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding. Such indemnification is predicated on the individual having acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful.
In addition, the Amended and Restated Articles of Incorporation provide that the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he/she is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit. Such indemnification is predicated on the individual having acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to the Company unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
To the extent that a person has been successful on the merits or otherwise in defense of any action, suit or proceeding or in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him/her in connection therewith.
UNREGISTERED SALES OF EQUITY SECURITIES
In connection with the Merger discussed above, the Board of Directors of the Company authorized the issuance of up to 22,077,509 shares of its common stock, $0.0001 par value (representing 66.5% of the Company's issued and outstanding shares following the Merger), to the stockholders of CBM. Such shares will be exchanged, on a one-for- one basis, for up to 22,077,509 issued and outstanding shares of common stock, $.01 par value, held by CBM's consenting shareholders. The issuance of stock to U.S. stockholders was made in reliance on the exemption from the registration requirements of the SecuritiesExchange Act, of 1933, as amended, pursuantthe registrant caused this report to Section 4(2) thereof and to foreign stockholders pursuant to Regulation S promulgated thereunder. Immediately after the closing of the Merger, the Company had 33,175,009 shares ofbe signed on its common stock outstanding assuming conversion of all CardioBioMedical Corporation common shares into registrant's common stock. Pursuant to the terms of the Agreement, the Company also issued a warrant to purchase 6,500,000 shares of its common stock to a warrant holder of CBM in exchange for a CBM warrant representing such holder's right to purchase 6,500,000 shares of CBM common stock. The warrant is not exercisable until January 1, 2008 and will expire on December 31, 2014. The exercise price is $.01 per share and the warrant is not assignable or transferablebehalf by the holder.
21
On April 21, 2006, our Board of Directors authorized the purchase (the "Purchase") of a ten percent (10%) working interest in an oil exploration project in the BBB Area, Wharton, Texas from Centurion Gold Holdings, Inc., a related public company. Presently, the business operations of BBB Area constitute all of the business operations of the Company. As a result of the Purchase, the Company disposed of CBM and returned to treasury 22,077,509 shares of the issued and outstanding common stock and canceled the warrant to purchase 6,500,000 shares of the Company's common stock at a purchase price of $.01 per share.
On November 21, 2007 our Board of Directors authorized the purchase (the “Purchase”) of one hundred percent of a Uranium Prospect known as Springbok Flats in the Bela Bela District, South Africa. The rights were being held through the company MCA Uranium One (Pty) Ltd a wholly owned subsidiary of Odyssey Oil & Energy, Inc. As a result of the purchase, the Company issued 15,000,000 shares of the Company’s common stock at a purchase price of $.28 per share.
On June 16, 2008, the Company acquired ALG Bio Oils Limited, which in turn owns 100% of ALG Western Oils (Pty) Ltd. ALG Western Oils. As a result of the Purchase the Company issued 35,000,000 shares of the Company’s common stock at a purchase price of $.62 per share. On June 22, 2009 the Company issued a further 75,000,000 shares of the Company’s common stock at a purchase price of $.20 per share, on commissioning the pilot plant at Boshoek.
On May 5, 2009, the Company issued an additional 75 million shares at a purchase price of $0.20 per share in connection with the acquisition of ALG Bio Oils Ltd.

On May 26, 2009, the Company acquired 51% of H-Power (Pty) Ltd. H-Power (Pty) Limited.  As a result of the purchase, the Company issued 35,000,000 shares of the Company’s common stock at a purchase price of $.58 per share. In August, 2009, the Company officially cancelled the purchase of the 51% of H-Power (Pty) Ltd. As a result of the cancellation the Company, 65,000,000 shares of the Company’s common stock was returned to Treasury.

During the year ended December 31, 2009, the Company issued 1,356,500 shares of common stock for consulting services relating to its ALG Bio Oils Ltd. subsidiary at a purchase price of $.58 per share.

During the year ended December 31, 2009, the Company issued 2,200,000 shares of common stock for consulting services relating to former subsidiary H-Power (Pty) Ltd. at a purchase price of $.27 per share.

During the year ended December 31, 2009, the Company issued 5 million shares of common stock to an officer at a purchase price of $.08 per share.

During the year ended December 31, 2009, the Company issued 1,267,500 shares of common stock for cash at a purchase price of $0.12 per share.
22

CHANGES IN CONTROL OF REGISTRANT
Upon the closing of the Merger described above on September 23, 2005, two former stockholders of CBM, James F. Mongiardo and Charles Minutolo, who together owned 95.7% of the issued and outstanding shares of common stock of CBM, became the controlling stockholders of the Company as a result of their ownership of approximately 63.7% of the outstanding shares of common stock the Company following the Merger. The previous controlling stockholders of the Company were Curtis Olschansky (7,000,000 shares or approximately 63%) and Meredith Dodrill (3,000,000 shares or approximately 27%). Messrs. Mongiardo and Minutolo obtained such control through the exchange by them of an aggregate 21,127,500 shares of CBM common stock for an equal number of shares of common stock of AST issued in connection with the Merger.
On April 21, 2006, with the purchase referred to above, the Company disposed of CBM and returned to treasury 22,077,509 shares of the issued and outstanding common. As a result of the Purchase, Centurion Gold Holdings, Inc. became the controlling stockholder of the Company as a result of their ownership of approximately 64.3% (0% as of December 31, 2009) of the outstanding shares of common stock.
On June 16, 2008, with the purchase of ALG Western Oils (Pty) Ltd, and the additional issuance of 75 million common shares, Bio Oils Trust became the controlling shareholder of the Company as a result of their ownership of approximately 42.5% (20.9% as of December 31, 2008) of the outstanding shares of common stock.
There are no other arrangements known to the Company, the operation of which may at a subsequent date result in a change of control of the Company or which relate to the election of directors or other matters.
The Board of Directors of the Company consisted of Arthur Johnson, Nicolaas Theunissen and Luan Theunissen.
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On September 23, 2005 in connection with the Merger described above, the AST Board of Directors accepted the resignation of Curtis Olschansky as President, principal executive officer, principal financial officer and director of the Company and elected James F. Mongiardo to fill the vacancy on the Board. Mr. Mongiardo was also elected to serve as Chief Executive Officer and President of the Company.
Immediately prior to the exchange of ownership with the original stockholders of CardioBioMedical Corporation on April 21, 2006, Mr. Mongiardo resigned and Arthur V. Johnson was appointed to the Board and to serve as President and Secretary. The size of the Company’s Board was fixed at one until changed in accordance with applicable law and the Company's Amended and Restated Articles of Incorporation and Bylaws.
Arthur V. Johnson‘s responsibilities include expansion of the company through acquisitions. In addition, Mr. Johnson oversees all corporate governance and any of our reporting requirements. From February 1998 to April 2003, Mr. Johnson was Managing Director of Century Minerals (Pty) Ltd., a resource commodity trading house. Mr. Johnson has over 30 years experience in mining and previously served as a Director with Babcock International Group. Mr. Johnson previously sold his own chrome business to SA Chrome, a public company. Mr. Johnson graduated from the University of Cape Town in 1955 with a Degree in Commerce.
23
Mr. Johnson serves as a director of Centurion Gold Holdings, Inc.  a reporting company.  There are no family relationships among the current director or executive officer (or nominees therefor) of Odyssey. Mr. Johnson is not currently a party to an employment agreement with the Company and has not been a party to any transaction with Odyssey. For more information on related party transactions, see "Certain Relationships and Related Transactions" herein.
On August 26, 2008, Nicolaas  Theunissen was appointed  to the Board and to serve as Chairman.
undersigned, thereunto duly authorized.

 
ODYSSEY OIL AND ENERGY, INC.
(Registrant)
C2E Energy, Inc.
   
Dated: March 21, 2022Dated: April 14, 2010By:/s/ Arthur Li
  
By:/s/ Arthur Johnson
Arthur Johnson
Li
Chief Executive Officer
(Principal Executive Officer,
President, and Chief Financial OfficerOfficer)

24
ODYSSEY OIL & ENERGY, INC.  & SUBSIDIARIES
(F/K/A ODYSSEY OIL & GAS, INC. & SUBSIDIARIES)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2009


ODYSSEY OIL & ENERGY, INC.  & SUBSIDIARIES
(F/K/A ODYSSEY OIL & GAS, INC. & SUBSIDIARIES)
(A DEVELOPMENT STAGE COMPANY)
CONTENTS

PAGE1REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PAGE2CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2009 AND 2008
PAGE3CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008 AND FOR THE PERIOD FROM MAY 28, 2003 (INCEPTION) TO DECEMBER 31, 2009
PAGES4 – 6CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE PERIOD FROM MAY 28, 2003 (INCEPTION) TO DECEMBER 31, 2009
PAGES7CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008 AND FOR THE PERIOD FROM MAY 28, 2003 (INCEPTION) TO DECEMBER 31, 2009
PAGES9 - 23NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of:
Odyssey Oil & Energy, Inc.(F/K/A Odyssey Oil and Gas, Inc.)
(A Development Stage Company)

We have audited the accompanying consolidated balance sheets of Odyssey Oil & Energy, Inc. (F/K/A Odyssey Oil & Gas, Inc.) and Subsidiaries (the “Company”) (a development stage company) as of December 31, 2009 and 2008, and the related statements of operations and comprehensive loss, changes in stockholders’ equity (deficit), and cash flows for the years ended December 31, 2009 and 2008 and for the period from May 28, 2003 (inception) to December 31, 2009.  These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly in all material respects, the consolidated financial position of Odyssey Oil & Energy, Inc. and Subsidiaries (a development stage company) as of December 31, 2009 and 2008 and the results of its operations and its cash flows for the years ended December 31, 2009 and 2008 and for the period from May 28, 2003 (inception) to December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 10 to the consolidated financial statements, the Company is in the development stage with an accumulated deficit of $66,750,595, a working capital deficiency of $248,376 and stockholders’ deficit of $247,376 as of December 31, 2009, and net cash used in continuing operations of $243,349 since inception. These factors raise substantial doubt about the Company's ability to continue as a going concern.  Management's plans concerning these matters are also described in Note 10. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

WEBB & COMPANY, P.A.
Certified Public Accountants

Boynton Beach, Florida
April 14, 2010
1
ODYSSEY OIL & ENERGY, INC. & SUBSIDIARIES
(F/K/A ODYSSEY OIL & GAS, INC. & SUBSIDIARIES)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
    
 As of December 31, 
    
 2009  2008 
ASSETS      
CURRENT ASSETS      
Cash  
 $4,907  $1,196 
Loan Receivable  
  729,589   - 
   Total Current Assets
  734,496   1,196 
    
        
Property & Equipment, net  1,000   1,000 
TOTAL ASSETS  
 $735,496  $2,196 
    
        
    
        
LIABILITIES AND STOCKHOLDERS' DEFICIT        
    
        
CURRENT LIABILITIES        
Accounts payable and accrued expenses $557,842  $77,060 
Loans payable and accrued interest - related parties  425,030   312,209 
Liabilities held for sale - discontinued operations  -   253,434 
   Total Liabilities
  982,872   642,703 
    
        
COMMITMENTS & CONTINGENCIES  -   - 
    
        
NON-CONTROLLING INTEREST  -   (316,864)
    
        
STOCKHOLDERS' DEFICIT        
Preferred stock, $.0001 par value, 20,000,000 shares authorized,        
  none issued and outstanding  -   - 
Common stock, $.0001 par value, 650,000,000 shares authorized,        
 228,566,500 and 143,742,500 shares issued and outstanding, respectively  22,857   14,375 
Additional paid-in capital  66,473,078   26,786,251 
Accumulated deficit during development stage  (66,750,595)  (27,127,703)
Accumulated other comprehensive income  7,284   3,434 
   Total Stockholders' Deficit
  (247,376)  (323,643)
    
        
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $735,496  $2,196 

See accompanying notes to consolidated financial statements.
2
ODYSSEY OIL & ENERGY, INC. & SUBSIDIARIES
(F/K/A ODYSSEY OIL & GAS, INC. & SUBSIDIARIES)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
        
For the Period from
May 28,2003
 
  For the Year Ended December 31,  
(Inception)
to December
 
  2009  2008  31, 2009 
          
REVENUE $-  $-  $26,695 
             
OPERATING EXPENSES            
Drilling costs and expenses  -   -   51,886 
General and administrative  1,759,071   36,062   1,848,705 
Professional fees  22,353   31,174   158,515 
Amortization  -   -   33,400 
Impairment of investment in oil and gas leases  -   -   247,931 
Impairment of bio-fuels plant development contract  15,000,000   21,717,235   36,717,235 
Total Operating Expenses  16,781,424   21,784,471   39,057,672 
             
LOSS FROM CONTINUING OPERATIONS  (16,781,424)  (21,784,471)  (39,030,977)
             
OTHER INCOME (EXPENSE)            
Interest income  1   4   2,794 
Interest expense  (27,933)  (22,140)  (73,270)
Total Other Income (Expense)  (27,932)  (22,136)  (70,476)
             
LOSS FROM CONTINUING OPERATIONS BEFORE         
INCOME TAXES  (16,809,356)  (21,806,607)  (39,101,453)
             
Provision for Income Taxes  -   -   - 
             
LOSS FROM CONTINUING OPERATIONS  (16,809,356)  (21,806,607)  (39,101,453)
             
GAIN ON DISPOSAL OF SUBSIDIARIES  745,118   -   745,118 
LOSS FROM DISCONTINUED OPERATIONS  (23,558,654)  (304,437)  (32,139,852)
             
NET LOSS  (39,622,892)  (22,111,044)  (70,496,187)
             
OTHER COMPREHENSIVE INCOME            
Foreign currency translation gain (loss)  3,850   3,434   7,284 
             
COMPREHENSIVE LOSS $(39,619,042) $(22,107,610) $(70,488,903)
             
LOSS PER COMMON SHARE - BASIC AND DILUTED         
Continuing operations $(0.08) $(0.17)    
Discontinued operations  (0.11)  (0.00)    
Total Basic and Diluted Loss Per Common Share $(0.19) $(0.17)    
             
Weighted average number of shares outstanding during the year -         
Basic and Diluted  213,494,725   127,590,860     
See accompanying notes to consolidated financial statements.
3

ODYSSEY OIL & ENERGY, INC. & SUBSIDIARIES
(F/K/A ODYSSEY OIL & GAS, INC. & SUBSIDIARIES)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD FROM MAY 28, 2003 (INCEPTION) TO DECEMBER 31, 2009
                 Accumulated Deficit  Accumulated       
              Additional  During  Other  Deferred    
  Preferred Stock  Common Stock  Paid-In  Development  Comprehensive  Stock    
  Shares  Amount  Shares  Amount  Capital  Stage  Income  Compensation  Total 
                                     
Common stock issued to founders for cash ($.03 per share)
  -  $-   7,500  $1  $249  $-  $-  $-  $250 
                                     
Common stock issued for license ($.03 per share  -   -   49,500,000   4,950   1,645,050   -   -   -   1,650,000 
                                     
Common stock issued to officer as compensation ($.03 per share)
  -   -   21,375,000   2,138   710,362   -   -   -   712,500 
                                     
Common stock issued for cash ($.03 per share)  -   -   2,400,000   240   79,760   -   -   -   80,000 
                                     
Common stock issued for cash ($.15 per share)  -   -   833,334   83   124,917   -   -   -   125,000 
                                     
Common stock issued to consultant for services ($.03 per share)
  -   -   24,600,000   2,460   817,540   -   -   -   820,000 
                                     
Net loss for the period from May 28, 2003 (inception) to December 31, 2003
  -   -   -   -   -   (1,737,805)  -   -   (1,737,805)
                                     
Balance, December 31, 2003  -   -   98,715,834   9,872   3,377,878   (1,737,805)  -   -   1,649,945 
                                     
Common stock issued for cash ($.15 per share)  -   -   2,016,693   202   302,301   -   -   -   302,503 
                                     
Net loss, 2004  -   -   -   -   -   (551,203)  -   -   (551,203)
                                     
Balance, December 31, 2004  -   -   100,732,527   10,074   3,680,179   (2,289,008)  -   -   1,401,245 
                                     
Common stock issued in reverse merger  -   -   33,292,500   3,329   (3,329)  -   -   -   - 
                                     
Common stock issued to CEO & President for services ($.01 per share)
  -   -   15,000,000   1,500   148,500   -   -   -   150,000 
                                     
Common stock cancelled related to license rights ($.01 per share)
  -   -   (49,500,000)  (4,950)  (490,050)  -   -   -   (495,000)
                                     
In-kind contribution  -   -   -   -   12,000   -   -   -   12,000 
                                     
Warrants issued for non-exclusive license  -   -   -   -   143,238   -   -   -   143,238 
                                     
Net loss, 2005  -   -   -   -   -   (1,696,989)  -   -   (1,696,989)
                                     
Balance, December 31, 2005  -   -   99,525,027   9,953   3,490,538   (3,985,997)  -   -   (485,506)
See accompanying notes to consolidated financial statements.
4

18

 
ODYSSEY OIL & ENERGY, INC. & SUBSIDIARIES
(F/K/A ODYSSEY OIL & GAS, INC. & SUBSIDIARIES)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD FROM MAY 28, 2003 (INCEPTION) TO DECEMBER 31, 2009 (CONTINUED)
                 Accumulated  Accumulated       
              Additional  Deficit During  Other  Deferred    
  Preferred Stock  Common Stock  Paid-In  Development  Comprehensive  Stock    
  Shares  Amount  Shares  Amount  Capital  Stage  Income  Compensation  Total 
                            
                            
In-kind contribution  -   -   -   -   12,000   -   -   -   12,000 
                                     
Common stock cancelled in connection with exchange of ownership in CardioBioMedical Corporation to its original stockholders
  -   -   (66,232,527)  (6,623)  (3,211,742)  3,745,592   -   -   527,227 
                                     
Common stock issued to purchase investment in oil and gas leases ($.003 per share)
  -   -   60,000,000   6,000   159,000   -   -   -   165,000 
                                     
Net loss, 2006  -   -   -   -   -   (140,836)  -   -   (140,836)
                                     
Balance, December 31, 2006  -   -   93,292,500   9,330   449,796   (381,241)  -   -   77,885 
                                     
In-kind contribution  -   -   -   -   12,000   -   -   -   12,000 
                                     
Common shares issued to acquire 100% of outstanding common shares of Uranium Acquisition Corp., Inc.
  -   -   15,000,000   1,500   4,248,500   -   -   -   4,250,000 
                                     
Net loss, 2007  -   -   -   -   -   (4,635,418)  -   -   (4,635,418)
                                     
Balance, December 31, 2007  -   -   108,292,500   10,830   4,710,296   (5,016,659)  -   -   (295,533)
                                     
In-kind contribution  -   -   -   -   12,000   -   -   -   12,000 
                                     
Common stock issued to consultant for services ($.82 per share)
  -   -   450,000   45   367,455   -   -   -   367,500 
                                     
Common shares issued to acquire 100% of outstanding common shares of ALG Bio Oils Ltd.
  -   -   35,000,000   3,500   21,696,500   -   -   -   21,700,000 
                                     
Other comprehensive income  -   -   -   -   -   -   3,434   -   3,434 
                                     
Net loss, 2008  -   -   -   -   -   (22,111,044)  -   -   (22,111,044)
                                     
Balance, December 31, 2008  -   -   143,742,500   14,375   26,786,251   (27,127,703)  3,434   -   (323,643)
See accompanying notes to consolidated financial statements.
5
ODYSSEY OIL & ENERGY, INC. & SUBSIDIARIES
(F/K/A ODYSSEY OIL & GAS, INC. & SUBSIDIARIES)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD FROM MAY 28, 2003 (INCEPTION) TO DECEMBER 31, 2009
                 Accumulated  Accumulated       
              Additional  Deficit During  Other  Deferred    
  Preferred Stock  Common Stock  Paid-In  Development  Comprehensive  Stock    
  Shares  Amount  Shares  Amount  Capital  Stage  Income  Compensation  Total 
                            
                            
In-kind contribution
  -   -   -   -   12,000   -   -   -   12,000 
                                     
Additional common shares issued in connection with acquisition of ALG Bio Oils Ltd. ($.20 per share)
  -   -   75,000,000   7,500   14,992,500   -   -   -   15,000,000 
                                     
Common shares issued to acquire 51% of outstanding common shares of H-Power (Pty) Ltd. ($.58 per share)
  -   -   65,000,000   6,500   37,693,500   -   -   -   37,700,000 
                                     
Common stock issued to consultant of ALG Bio Oils Ltd. for services ($.58 per share)
  -   -   1,356,500   135   786,635   -   -   -   786,770 
                                     
Common stock issued to consultant of H-Power (Pty) Ltd. for services ($.27 per share)
  -   -   2,200,000   220   593,780   -   -   -   594,000 
                                     
Common shares issued to officer for services rendered ($.08 per share)
          5,000,000   500   399,500   -   -   -   400,000 
                                     
Common stock issued for cash ($.12 per share)  -   -   1,267,500   127   152,412   -   -   -   152,539 
                                     
Cancellation of shares originally issued to acquire 51% of outstanding common shares of H-Power (Pty) Ltd. ($.23 per share)
                  (65,000,000)           (6,500)        (14,943,500)                    (14,950,000) 
                                     
Other comprehensive income  -   -   -   -   -   -   3,850   -   3,850 
                                     
Net loss, 2009  -   -   -   -   -   (39,622,892)  -   -   (39,622,892)
                                     
Balance, December 31, 2009  -  $-   228,566,500  $22,857  $66,473,078  $(66,750,595) $7,284  $-  $(247,376)

 See accompanying notes to consolidated financial statements.
6
ODYSSEY OIL & ENERGY, INC. & SUBSIDIARIES
(F/K/A ODYSSEY OIL & GAS, INC. & SUBSIDIARIES)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
  For the Year Ended December 31,  
For the Period from
May 28,2003 (Inception) to December
 
  2009  2008   31, 2009 
          
CASH FLOWS FROM OPERATING ACTIVITIES:       
Net loss $(39,622,892) $(22,111,044) $(70,496,187)
Net loss from discontinued operations  (22,813,536)  (304,437)  (31,394,734)
Loss from continuing operations  (16,809,356)  (21,806,607)  (39,101,453)
Adjustments to reconcile net loss to net cash provided by (used in)     
    Operating Activities:            
In-kind contribution  12,000   12,000   33,000 
Stock issued for services  1,186,769   -   1,198,769 
Amortization  -   -   33,400 
Impairment of investment in oil and gas leases  -   -   247,931 
Impairment of bio-fuels plant development contract  -   21,717,235   21,717,055 
Impairment in plant commissioning  15,000,000   -   15,000,000 
Loss (Gain) on disposal of subsidiaries  23,407,430   -   - 
Changes in operating assets and liabilities:            
Increase (decrease) in accounts payable and         
accrued expenses  508,716   12,263   627,949 
Cash flows from operating activities in continuing         
operations  (101,871)  (65,109)  (243,349)
Cash flows from operating activities in discontinued         
operations  593,894   (3,801)  (440,497)
Net Cash Provided By (Used In) Operating Activities  492,023   (68,910)  (683,846)
             
CASH FLOWS FROM INVESTING ACTIVITIES:         
Loan receivable  (729,589)  -   (729,589)
Purchase of property and equipment  -   -   (116,331)
Purchase of website  -   (1,000)  (1,000)
Acquisition of ALG Bio Oils Ltd. net of cash purchased  -   180   180 
Cash flows from investing activities in continuing         
  operations  (729,589)  (820)  (846,740)
Cash flows from investing activities in discontinued         
  operations  -   -   - 
Net Cash Used In Investing Activities  (729,589)  (820)  (846,740)
             
CASH FLOWS FROM FINANCING ACTIVITIES:         
Proceeds from common stock  152,539   -   152,539 
Repayment of stockholder's loans  (15,326)  -   (15,935)
Proceeds from loans payable - related parties  94,280   67,042   345,658 
Cash flows from financing activities in continuing         
operations  231,493   67,042   482,262 
Cash flows from financing activities in discontinued         
operations  -   -   1,043,118 
Net Cash Provided By Financing Activities  231,493   67,042   1,525,380 
             
EFFECT ON EXCHANGE RATE ON CASH  9,784   3,434   10,113 
             
NET INCREASE IN CASH  3,711   746   4,907 
CASH AND CASH EQUIVALENTS AT BEGINNING OF     
YEAR  1,196   450   - 
CASH AND CASH EQUIVALENTS AT END OF         
YEAR $4,907  $1,196  $4,907 
See accompanying notes to consolidated financial statements.
7
ODYSSEY OIL & ENERGY, INC. & SUBSIDIARIES
(F/K/A ODYSSEY OIL & GAS, INC. & SUBSIDIARIES)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
  For the Year Ended December 31, 
For the Period from
May 28,2003 (Inception) to December
 
  2009  2008  31, 2009 
          
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: 
          
Cash paid for interest $-  $-  $- 
             
Cash paid for income taxes $-  $-  $1,824 
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

In August 2009, the agreement to acquire 51% of H-Power (Pty) Ltd was mutually recinded and 65 million shares were cancelled. The difference in the value of the shares of $22,750,000 was included in discontinued operations.
During 2009, the Company issued 5 million shares of common stock to an officer for services rendered for a value of $400,000.
During 2009, the Company issued 1,356,500 shares of common stock to consultants of ALG Bio Oils Ltd. for services rendered for a value of $786,770.
During 2009, the Company issued 2,200,000 shares of common stock to consultants of H-Power (pty) Ltd. for services rendered for a value of $594,000.

During 2009, the Company issued an additional 75 million shares of common stock in connection with the acquisition of ALG Bio Oils Ltd. for a value of $15,000,000.
On May 26, 2009, the Company issued 65 million shares of common stock to acquire 51% of the outstanding common shares of H-Power (Pty) Ltd. In August 2009 the agreement was mutually recinded and 65 million shares were cancelled. The difference in the value of the shares $22,750,000 was included in discontinued operations.
During 2008, accounts payable of $250,000 were incurred as a result of additional costs of investment in uranium mine.
On June 16, 2008, the Company assumed $17,235 of notes payable as part of the acquisition of ALG Bio Oils Ltd.
On June 16, 2008, the Company issued 35 million shares of common stock to acquire 100% of the outstanding common shares of ALG Bio Oils Ltd.
During March 2008, the Company issued 450,000 shares of common stock with a fair value of $367,500 to a consultant for services.
On November 20, 2007, the Company issued 15 million shares of common stock to acquire 100% of the outstanding common shares of Uranium Acquisition Corp., Inc.
On April 21, 2006, the Company issued 60 million shares of common stock to purchase a 10% working interest in oil and gas leases in Texas for $165,000 from a related public company.

On April 21, 2006, the Company exchanged all of its ownership in CardioBioMedical Corporation to the original stockholders for 66,232,527 common shares of Odyssey and the warrants to purchase 19,500,000 shares of the Company's common stock was cancelled.
During 2003, the Company issued 49,500,000 shares of common stock with a fair value of $1,650,000 for the license rights to the bio-cybernetic technology and frequency analysis technology.
During 2005, the Company cancelled 49,500,000 shares of common stock with a fair value of $495,000 for the termination of the exclusive rights to the bio-cybernetic technology and frequency analysis technology.
During 2005, the Company issued warrants to purchase 19,500,000 shares of common stock at $.003 for the non-exclusive rights to the bio-cybernetic technology and frequency analysis technology valued at $143,238.
See accompanying notes to consolidated financial statements.
8
ODYSSEY OIL & ENERGY, INC. & SUBSIDIARIES
(F/K/A ODYSSEY OIL & GAS, INC. & SUBSIDIARIES)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008

NOTE 1SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Organization and Basis of Presentation

Odyssey Oil & Energy, Inc. (F/K/A Odyssey Oil & Gas, Inc. and previously Advanced Sports Technologies, Inc) is a Florida corporation incorporated on August 9, 2001. Effective September 20, 2008, the Articles of Incorporation were amended to change the name of the corporation to Odyssey Oil & Energy, Inc. Through its acquisition of ALG Bio Oils Ltd., the Company wholly owns a South African company that has a preferred contract with a company to develop a commercial bio-fuels plant (See Note 2). Through its acquisition of H-Power (Pty) Ltd, the Company has a 51% interest in a South African company that owns an exclusive license to design, develop, manufacture and market products based on the Hybrid Battery Technology worldwide (See Note 2). In August 2009 the agreement to acquire the 51% interest in H-Power (Pty) Ltd was mutually rescinded. In October 2009, the Company’s interest in Uranium Acquisition Corp., Inc. whose sole asset was a 49% interest in MCA Uranium One (Pty) Limited was transferred back to its original stockholders (See Note 8).

(B) Principles of Consolidation

The financial statements for 2009 and 2008 include the accounts of Odyssey Oil & Energy, Inc., Uranium Acquisition Corp., Inc. (“Uranium”) (a development stage company), whose sole asset is a 49% interest in MCA Uranium One (Pty) Limited through the date of disposal, and ALG Bio Oils Ltd. (a development stage company) acquired June 16, 2008. The financial statements for 2009 also include the accounts of H-Power (Pty) Ltd for the period May 26, 2009 to August 27, 2009. (a development stage company), a 51% ownership of which was acquired on May 26, 2009.  The agreement to acquire the 51% of H-Power (Pty) Ltd was mutually rescinded on August 27, 2009. All inter-company accounts during the period of consolidation have been eliminated.

On April 21, 2006, the Company exchanged all of its ownership in CardioBioMedical Corporation to the original stockholders. All amounts relating to the operations of CardioBioMedical Corporation have been reflected as discontinued operations. CardioBioMedical Corporation originally merged with Odyssey Oil & Gas, Inc. (F/K/A Advanced Sports Technologies, Inc.) on September 23, 2005. In August 2009 the agreement to acquire the 51% interest in H-Power (Pty) Ltd was mutually rescinded. In October 2009, the Company’s interest in Uranium Acquisition Corp., Inc. whose sole asset was a 49% interest in MCA Uranium One (Pty) Limited was transferred back to its original stockholders (See Note 8). Therefore as of December 31, 2009, also included in discontinued operations is Uranium Acquisition Corp, Inc. and H-Power (Pty) Ltd.
9
ODYSSEY OIL & ENERGY, INC. & SUBSIDIARIES
(F/K/A ODYSSEY OIL & GAS, INC. & SUBSIDIARIES)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
Odyssey Oil & Energy, Inc. (F/K/A Odyssey Oil & Gas, Inc. and previously Advanced Sports Technologies, Inc.) is hereafter referred to as the “Company.”
(C) Website Development Costs
The Company has adopted the provisions of Accounting Standards Codification No. 350, Intangibles - Goodwill and Other.  Costs incurred in the planning stage of a website are expensed while costs incurred in the development stage are capitalized and amortized over the estimated three-year life of the asset. For the years ended December 31, 2009 and 2008, the Company paid $0 and $1,000 respectively to develop its website.
(D) Loan Receivable
Upon acquiring H Power in May 2009, the Company invested $729,589 in the operations of H Power. As of December 31, 2009, H Power is a discontinued operation therefore these amounts are no longer eliminated in consolidation as an intercompany transaction and are owed to the Company as part of the cancellation agreement. (See Note 12)
(E) Patent Costs

Patent costs totaling $82,872 incurred in connection with its Hybrid Battery Technology have been capitalized and accounted for in accordance with FASB Accounting Standards Codification No. 350, Intangibles - Goodwill and Other. Under FASB ASC No. 350. Intangible assets with a finite useful life are amortized. An intangible asset with an indefinite useful life is not amortized but is reviewed for evidence or changes in circumstances that indicate that their carrying value may not be recoverable. Patent costs are included in the loss from discontinued operations (See Note 8).

 (F) Fair Value of Financial Instruments

The carrying amounts of the Company’s financial instruments including loans receivable, accounts payable and accrued expenses and loans payable – related parties approximate fair value due to the relatively short period to maturity for these instruments.

(G) Revenue Recognition

Revenue from its interest in the oil and gas leases was recognized when production was sold to a purchaser at a fixed or determinable price, when delivery had occurred and title had transferred and collectability of the revenue was probable.
10
ODYSSEY OIL & ENERGY, INC. & SUBSIDIARIES
(F/K/A ODYSSEY OIL & GAS, INC. & SUBSIDIARIES)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
(H) Income Taxes

The Company accounts for income taxes under the FASB Accounting Standards Codification No. 740, Income Taxes.  Under FASB ASC No. 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under FASB ASC No. 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

(I) Loss Per Share

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB Accounting Standards Codification No. 260, Earnings per Share.  As of December 31, 2009 and 2008, there were no common stock equivalents.

(J) Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of the balance sheet dates presented in the financial statements.

(K) Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period.  Actual results could differ from those estimates.

(L) Stock Split

Effective May 1, 2008, the Board of Directors approved a 3 for 1 stock split. As a result of the stock split, all share and per share data have been retroactively adjusted to give effect to the stock split.

(M) Impairment

The Company accounts for any impairment in accordance with FASB Accounting Standards Codification No. 350, Intangibles - Goodwill and Other. Under FASB ASC No. 350, intangible assets are reviewed for evidence or changes in circumstances that indicate that their carrying value may not be recoverable. The Company periodically reviews the carrying value to determine whether or not an impairment to such value has occurred.
11
ODYSSEY OIL & ENERGY, INC. & SUBSIDIARIES
(F/K/A ODYSSEY OIL & GAS, INC. & SUBSIDIARIES)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
(N) Foreign Currency Translation

The functional currency of the Company is the United States Dollar.  The financial statements of the Company are translated to United States dollars using period-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses.  Capital accounts are translated at their historical exchange rates when the capital transaction occurred.  Net gains and losses resulting from foreign exchange translations are included in the statements of operations and stockholders’ equity as other comprehensive income (loss).

(O) Recent Accounting Pronouncements

In June 2009, the FASB issued ASC 105 Accounting Standards Codification TM and           the Hierarchy of Generally Accepted Accounting Principles. The FASB Accounting Standards Codification TM (the “Codification”) has become the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with Generally Accepted Accounting Principles (“GAAP”). All existing accounting standard documents are superseded by the Codification and any accounting literature not included in the Codification will not be authoritative. Rules and interpretive releases of the SEC issued under the authority of federal securities laws, however, will continue to be the source of authoritative generally accepted accounting principles for SEC registrants. Effective September 15, 2009, all references made to GAAP in our consolidated financial statements will include references to the new Codification. The Codification does not change or alter existing GAAP and, therefore, did not have an impact on our financial position, results of operations or cash flows.

In June 2009, the FASB issued changes to the consolidation guidance applicable to a variable interest entity (VIE). FASB ASC Topic 810, "Consolidation," amends the guidance governing the determination of whether an enterprise is the primary beneficiary of a VIE, and is, therefore, required to consolidate an entity, by requiring a qualitative analysis rather than a quantitative analysis. The qualitative analysis will include, among other things, consideration of who has the power to direct the activities of the entity that most significantly impact the entity's economic performance and who has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. This standard also requires continuous reassessments of whether an enterprise is the primary beneficiary of a VIE. FASB ASC 810 also requires enhanced disclosures about an enterprise's involvement with a VIE. Topic 810 is effective as of the beginning of interim and annual reporting periods that begin after November 15, 2009. This will not have an impact on the Company’s financial position, results of operations or cash flows.
12
ODYSSEY OIL & ENERGY, INC. & SUBSIDIARIES
(F/K/A ODYSSEY OIL & GAS, INC. & SUBSIDIARIES)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
In June 2009, the FASB issued Financial Accounting Standards Codification No. 860 - Transfers and Servicing. FASB ASC No. 860 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor's continuing involvement, if any, in transferred financial assets. FASB ASC No. 860 is effective as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of FASB ASC No. 860 will have on its financial statements.

NOTE 2ACQUISITIONS

(A) Hybrid Battery Technology Company

On May 26, 2009, the Company acquired 51% of the outstanding common shares of H- Power (Pty) Ltd., a South Africa development stage company through a share purchase agreement.  The Company owns an exclusive license to design, develop, manufacture and market products based on the Hybrid Battery Technology worldwide. The agreement originally called for the Company to issue 95 million restricted common shares but was subsequently amended to 65 million. The fair value of the common shares issued was $37,700,000. The following summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition:

Cash $16 
Intangible asset  37,877,722 
Total Assets Acquired  37,877,738 
Loans payable  (177,932)
Non-controlled interest  194 
     
Net Assets Acquired
 $37,700,000 
The intangible asset was assigned to the Hybrid Battery Technology exclusive license. Because of the uncertainty of profitability and success of the technology and the uncertainty of the Company to successfully raise funds for this technology, the intangible asset was impaired during the year ended December 31, 2009.

In August, 2009, the agreement was cancelled and the original common shares issued were returned at a price of $0.23 per share. Accordingly, all amounts relating to the operations of H- Power (Pty) Ltd. have been reflected as discontinued operations (see Note 8).
13
ODYSSEY OIL & ENERGY, INC. & SUBSIDIARIES
(F/K/A ODYSSEY OIL & GAS, INC. & SUBSIDIARIES)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
(B) Bio-Fuels Company

On June 16, 2008, the Company acquired 100% of the outstanding common shares of ALG Bio Oils Ltd., a Cyprus development stage company, through a share purchase agreement.  ALG Bio Oils Ltd. owns 100% of the outstanding shares of ALG Western Oil (Pty) Ltd., a South African company that has a preferred contract with a company to develop a commercial bio-fuels plant. The Company issued 35 million restricted common shares with a fair value of $21,700,000. An additional 75 million restricted common shares were contingent upon the occurrence of future specific events. These additional shares were issued on May 5, 2009 (See Note 9) and an additional impairment of $15,000,000 was recorded.

The following summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition:
Cash $180 
Intangible asset  21,717,235 
Total Assets Acquired  21,717,415 
Loans payable
  (17,415)
Net Assets Acquired $21,700,000 

The intangible asset was assigned to the bio-fuels plant development contract. Because of the uncertainty of completion and success of the project and the uncertainty of the Company to successfully raise funds for this project, the intangible asset was impaired during the years ended December 31, 2009 and 2008 of $15,000,000 and $21,717,235 respectively.

(C) Mining Company

On November 20, 2007, the Company acquired 100% of the outstanding common shares of Uranium Acquisition Corp., Inc., a Florida development stage company through a share purchase agreement. Uranium Acquisition Corp., Inc. owns a 49% interest in MCA Uranium One (Pty) Limited, a South African company which owns a non-operating uranium mine in the Bela Bela district in South Africa. The share purchase agreement also requires each shareholder to provide funding based on the shareholders’ percentage of the pro rata amount of shares held based on the future funding requirements of Uranium. If a shareholder does not provide the required loans, the agreement gives the remaining shareholders the right to force the sale of shares held by the non-compliant shareholder.

Accounting Standards Codification No 810- consolidation provides guidance on the consolidation of certain entities when control exists through means other than ownership of voting (or similar) interests and was effective for public entities that have interests in variable interest entities commonly referred to as special purpose entities for the first reporting period that ends after March 15, 2004. Under FASB ASC No. 810 requires consolidation by the majority holder of expected residual gains and losses of the activities of a variable interest entity (“VIE”).
14
ODYSSEY OIL & ENERGY, INC. & SUBSIDIARIES
(F/K/A ODYSSEY OIL & GAS, INC. & SUBSIDIARIES)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
As of November 20, 2007, the Company owned a 49% interest in MCA through it’s acquisition of Uranium Acquisition Corp, Inc. The Company had agreed to provide financial support to MCA to fund all exploration costs up to the point of proving the existence of ore. The Company had concluded that MCA meets the definition of a VIE because MCA is dependent on the Company for its funding and was consolidated with the Company.
The Company issued 15 million restricted common shares with a fair value of $4,250,000 ($0.28 per share based upon latest traded closing price). Under FASB Accounting Standards Codification No. 360, “Accounting   for the Impairment or Disposal of Long-Lived Assets” and SEC Industry Guide 7, “Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations,” the purchase price has been expensed as acquisition costs. In addition, during the year ended December 31, 2008, the Company incurred other costs related to its investment totaling $250,000. These additional costs have been impaired as the Company has determined that there are no commercially minable deposits. The effect of the VIE’s consolidation on the Company’s consolidated balance sheet at December 31, 2008, was an increase in the Company’s assets of $5 and an increase in the Company’s liabilities of $620,934. The Company also recognized non-controlling income of $316,864 for the year ended December 31, 2008. In October 2009, the Company’s interest in Uranium Acquisition Corp., Inc. was transferred back to its original stockholders (See Note 8).

NOTE 3INVESTMENT IN OIL AND GAS LEASES

On April 21, 2006, the Company issued 20 million shares of common stock to purchase a 10% working interest in oil and gas leases in Texas for $165,000 ($.008 per share) from Centurion Gold Holdings, Inc., a related public company.  The investment was recorded at historical cost equal to the amount recorded by Centurion Gold Holdings, Inc. The investment was being accounted for under the cost method of accounting.

During the year ended December 31, 2007, the unamortized cost of the investment in oil and gas leases of $247,931 was expensed as the gas well was plugged and abandoned at the recommendation of the operator.

NOTE 4LOANS PAYABLE – RELATED PARTY

During the years ended December 31, 2009 and 2008, a related party advanced an additional $62,584 and $62,728, respectively, in payment of operating and development expenses. In addition, principal repayments of $15,326 were made. These advances, totaling $295,565 and $251,593 as of December 31, 2009 and 2008, respectively, are unsecured, bear interest at 10% per annum and are due on demand. Accrued interest for loans payable – related party was $70,106 and $42,173 as of December 31, 2009 and 2008, respectively.
15
ODYSSEY OIL & ENERGY, INC. & SUBSIDIARIES
(F/K/A ODYSSEY OIL & GAS, INC. & SUBSIDIARIES)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
Subsequent to December 31, 2009, an additional $2,500 in payment of operating expenses was advanced (See Note 13).

During the year ended December 31, 2009 and 2008, a related party advanced to ALG Bio Oils Ltd, the Company’s wholly owned subsidiary, $37,984 and $4,314, respectively, in payment of operating expenses. In addition, as of December 31, 2008, the Company assumed as part of the acquisition $17,235 of notes payable. These advances, totaling $59,359 and $21,279 as of December 31, 2009 and 2008, respectively non-interest bearing and are due at the discretion of the director. Subsequent to December 31, 2009, approximately $10,244 was repaid to a related party for advances during 2009. (See Note 12).

NOTE 5STOCKHOLDERS’ EQUITY

Effective September 20, 2008, the Articles of Incorporation were amended to increase the number of authorized common shares to 650,000,000 from 250,000,000.

(A) Common Stock Issued for Cash

During 2003, the Company issued 7,500 shares of common stock to its founder for cash of $250 ($0.033 per share).

During 2003, the Company issued 2,400,000 shares of common stock for cash of $80,000 ($0.033 per share).

During 2003, the Company issued 833,334 shares of common stock for cash of $125,000 ($0.15 per share).

During 2004, the Company issued 2,016,693 shares of common stock for cash of $302,503 ($0.15 per share).

During 2005, the Company issued 33,292,500 shares of common stock to the stockholders of Advanced Sports upon completion of the merger.

During the year ended December 31, 2009, the Company issued 1,267,500 shares of common stock for cash of $152,539 ($0.12 per share).
16
ODYSSEY OIL & ENERGY, INC. & SUBSIDIARIES
(F/K/A ODYSSEY OIL & GAS, INC. & SUBSIDIARIES)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
(B) Common Stock Issued for Services

During 2003, the Company issued 21,375,000 shares of common stock for officer compensation valued for financial accounting purposes at $712,500 ($0.033 per share) based upon recent cash offering prices. The initial 7,500 shares issued upon formation of the corporation were purchased for $.033 per share.

During 2003, the Company issued 49,500,000 shares of common stock for licensing rights valued for financial accounting purposes at $1,650,000 ($0.033 per share, the price paid for the initial 7,500 shares issued upon formation of the corporation) based upon recent cash offering prices.  During 2005, these 49,500,000 shares of common stock were cancelled pursuant to a settlement agreement dated September 16, 2005. Under the terms of this agreement, a nontransferable warrant for 19,500,000 common shares at $0.033 per share was issued for the nonexclusive right to the technology. This warrant is exercisable between January 1, 2007 and December 31, 2014. The fair value of the warrants was estimated on the grant date using the Black-Scholes option pricing model as required by FASB Accounting Standards Codification No. 505, Equity Based Payments with the following assumptions: expected dividend yield 0%, volatility 1%, risk-free interest rate of return of 3.28% and expected life of 7 years.  The value of $143,238 was recorded as intangible license rights and will be amortized over the patent life of approximately 14 years.
During 2003, the Company issued 24,600,000 shares of common stock for consulting services valued for financial accounting purposes at $820,000 ($0.033 per share) based upon recent cash offering prices.

During 2005, the Company issued 15,000,000 shares of common stock to its Chief Executive Officer and President in recognition and consideration of his service as an officer and director of the Company since June 2003 and his contributions to the progress and development of the Company.  For financial accounting purposes, these shares were valued at $150,000 ($0.01 per share) based upon recent market prices of the Company.

Effective January 1 2008, the Company entered into three one year contracts for consulting services. As consideration, the Company issued 450,000 shares of common stock valued for financial accounting purposes at $367,500 ($.82 per share) based upon recent market prices of the Company. The value of the services is being recognized over the contract term. As of December 31, 2008, the Company has recorded $367,500 as consulting expense.

During the year ended December 31, 2009, the Company issued 1,356,500 shares of common stock for consulting services relating to its ALG Bio Oils Ltd. subsidiary. The shares were valued for financial accounting purposes at $786,770 ($.58 per share) based upon recent market prices of the Company.
17
ODYSSEY OIL & ENERGY, INC. & SUBSIDIARIES
(F/K/A ODYSSEY OIL & GAS, INC. & SUBSIDIARIES)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
During the year ended December 31, 2009, the Company issued 2,200,000 shares of common stock for consulting services relating to former subsidiary H-Power (Pty) Ltd. The shares were valued for financial accounting purposes at $594,000 ($.27 per share) based upon recent market prices of the Company.

During the year ended December 31, 2009, the Company issued 5 million shares of common stock to an officer. The shares were valued for financial accounting purposes at $400,000 ($.08 per share) based upon recent market prices of the Company.

(C) In-Kind Contribution

During the years ended December 31, 2009, 2008, 2007, 2006, and 2005, the Company recorded additional paid-in capital of $12,000 for the fair value of rent and services contributed to the Company by its president.

(D) Common Stock Issued in Exchange of Assets

On April 21, 2006, the Company exchanged all of its ownership in CardioBioMedical Corporation to the original stockholders for 66,232,527 common shares of Odyssey and the warrant issued to purchase 19,500,000 shares of the Company’s common stock was cancelled based on the book value of assets and liabilities on the date of exchange.

On April 21, 2006, the Company issued 60 million shares of common stock to purchase a 10% working interest in certain gas and oil leases in Texas for $165,000 ($.003 per share) from Centurion Gold Holdings, Inc., a related public company.

On November 20, 2007, the Company issued 15 million restricted common shares with a fair value of $4,250,000 ($0.28 per share based upon latest traded closing price) to acquire 100% of the outstanding common shares of Uranium Acquisition Corp., Inc. (See Note 2).

On June 16, 2008, the Company issued 35 million restricted common shares with a fair value
of $21,700,000 ($0.62 per share based upon latest traded closing price) to acquire 100%
of the outstanding common shares of ALG Bio Oils Ltd. (See Note 2).

On May 5, 2009, the Company issued an additional 75 million shares with a fair value of $15,000,000 ($0.20 per share based upon latest traded closing price) in connection with the acquisition of ALG Bio Oils Ltd. (See Note 2).

On May 26, 2009, the Company issued 65 million restricted common shares with a fair value of $37,700,000 ($0.58 per share based upon latest traded closing price) to acquire 51% of the outstanding common shares of H-Power (Pty) Ltd. (See Note 2). These shares were cancelled on August 27, 2009 upon the cancellation agreement between the Company and H-Power (Pty) Ltd at $0.23 per share ($14,950,000). The Company recognized a loss on the cancellation agreement of $1,080,000, which has been included in the gain on disposal of subsidiaries on the Statement of Operations.
18
ODYSSEY OIL & ENERGY, INC. & SUBSIDIARIES
(F/K/A ODYSSEY OIL & GAS, INC. & SUBSIDIARIES)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
NOTE 6RELATED PARTY TRANSACTIONS

See Notes 4 and 5.

NOTE 7INCOME TAXES

Income tax expense (benefit) for the periods ended December 31, 2009 and 2008 is summarized as follows:
  2009  2008 
Current:      
Federal $-  $- 
State  -   - 
Deferred - Federal and State  -   - 
         
Income tax expense (benefit) $-  $- 

The Company's tax expense differs from the "expected" tax expense for the periods ended December 31, 2009 and 2008 as follows:

  2009  2008 
       
U.S. Federal income tax expense (benefit) $(13,469,307) $(7,517,755)
State income tax expense (benefit)  (1,438,047)  (802,631)
Permanent difference  5,368,628   54,116 
Effect on net operating loss carryforward  9,538,726   8,266,270 
         
  $-  $- 

The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at December 31, 2009 and 2008 are as follows:

  2009  2008 
Deferred tax assets:      
Net operating loss carryforward $9,776,734  $238,008 
Total gross deferred tax assets  9,776,734   238,008 
Less valuation allowance  (9,776,734)  (238,008)
         
Net deferred tax assets $-  $- 
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ODYSSEY OIL & ENERGY, INC. & SUBSIDIARIES
(F/K/A ODYSSEY OIL & GAS, INC. & SUBSIDIARIES)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
At December 31, 2009, the Company had a net operating loss carryforward of approximately $9,776,734 for U.S. Federal income tax purposes available to offset future taxable income expiring through 2029.  All other losses incurred by the Company prior to the change in control are not available due to Internal Revenue Code Section 382 which restricts the deductibility of prior net operating losses where there has been a change in control.  The net change in the valuation allowance during the year ended December 31, 2009 was an increase of $9,538,726.

NOTE 8DISCONTINUED OPERATIONS

Pursuant to an agreement to dispose of the assets and liabilities of its interest in H- Power (Pty) Ltd., all amounts relating to its operations have been reflected as discontinued operations.  Also included are the disposal of the assets and liabilities of its interest in MCA Uranium One (Pty) Limited on October 24, 2009.

a) Discontinued operations

The results of the discontinued operations for each of the years ended December 31, 2009 and 2008 are summarized as follows:
 Year ended December 31, 
  2009  2008  Inception 
Revenue $-  $-  $- 
Operating expenses  (23,558,654)  (304,437)  (32,139,852)
Gain on disposal of subsidiaries
  745,118   -   745,118 
Loss from discontinued operations $(22,813,536) $(304,437) $(31,394,734)
b) Assets and liabilities held for sale-discontinued operations

The Company has also reclassified the major classes of assets and liabilities in the Consolidated Balance Sheet in accordance with FASB Accounting Standards Codification No. 350, Intangibles - Goodwill and Other, as follows:
  As of
December 31,
2009		  As of
December 31,
2008		 
Cash $-  $- 
Patent costs -   - 
Accounts payable and accrued expenses  -   253,434 
Notes payable
  -   - 
  $-  $253,434 
20
ODYSSEY OIL & ENERGY, INC. & SUBSIDIARIES
(F/K/A ODYSSEY OIL & GAS, INC. & SUBSIDIARIES)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
On April 21, 2006, the ownership of CardioBioMedical Corporation was exchanged for 66,232,527 shares of Odyssey common stock to the original stockholders.  Accordingly, all amounts relating to the operations of CardioBioMedical Corporation have been reflected as discontinued operations. The net book value of assets and liabilities of CardioBioMedical Corporation was recorded as a distribution on the date of exchange. The loss from discontinued operations was equal to operating expenses of CardioBioMedical Corporation.

NOTE 9 COMMITMENTS AND CONTINGENCIES

Purchase Agreements

Uranium Acquisition Corp.

During November 2007, the Company signed an agreement under which it acquired 100% of the outstanding shares of Uranium Acquisition Corp., Inc. (“Uranium”), a Florida corporation. The agreement called for the Company to issue 15 million shares of Company stock upon signing of the agreement.  The agreement also calls for the Company to issue 30 million shares upon approval of a mining license. In addition, the agreement calls for the Company to deliver 75 million shares of common stock, within 18 months of the signature of the agreement, upon the proving up of uranium reserves being substantially the same as per the “Summary of Geological Area and Write up” presented by Mineral Capital Assets.

The agreement requires each shareholder to provide funding based on the shareholders’ percentage of the pro rata amount of shares held based on the future funding requirements of Uranium. If a shareholder does not provide the required loans, the agreement gives the remaining shareholders the right to force the sale of shares held by the non-compliant shareholder. The agreement gives the controlling interest shareholders the right of first refusal on any shares held by the Company at a price to be determined by the shareholders.  As of December 31, 2008, no uranium reserves have been proven and no additional shares have been issued under the agreement, however during the year ended December 31, 2008, the Company incurred other costs related to its investment totaling $250,000. These additional costs have been impaired as the Company has determined that there are no commercially minable deposits. In October 2009, the Company’s interest in Uranium Acquisition Corp., Inc. was transferred back to its original stockholders (See Note 8).

ALG Bio Oils Ltd.

During June 2008, the Company signed an agreement under which it acquired 100% of the outstanding shares of ALG Bio Oils Ltd. The agreement called for the Company to issue 35 million shares of Company stock upon signing of the agreement. The agreement also called for the Company to issue an additional 25 million shares upon each of the following events:

1. The successful commissioning of a bio-fuels pilot plant,
21
ODYSSEY OIL & ENERGY, INC. & SUBSIDIARIES
(F/K/A ODYSSEY OIL & GAS, INC. & SUBSIDIARIES)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
2. The ordering of a commercial bio-fuels plant, and
3. The commissioning of a commercial bio-fuels plant.

On June 16, 2009, the agreement was amended such that the Company was to issue a total of 75 million additional shares upon the following events:

1. Twenty-five million shares upon the selection of a project team.
2. Twenty million shares upon a decision by the project team on the technology to be used for the pilot plant
3. Fifteen million shares when algae strain has been identified, isolated and successfully growing in a laboratory.
4. Ten million shares upon funding approval and order placed for acquisition of pilot plant.
5. Five million shares upon commissioning of pilot plant.

As of December 31, 2009, the required events have been completed and the additional 75 million shares due under the agreement were issued with a value for financial accounting purposes of $15,000,000 ($.20 per share) based upon recent market prices of the Company. Because of the uncertainty of completion and success of the project and the uncertainty of the Company to successfully raise funds for this project, this intangible asset was impaired during year ended December 31, 2009.

NOTE 10GOING CONCERN

As reflected in the accompanying financial statements, the Company is in the development stage with an accumulated deficit of $66,750,595, a working capital deficiency of $248,376 as of December 31, 2009 and net cash used in continuing operations of $243,349 from inception. These factors raise substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

To date, related parties have funded our operating cash requirements. Management has received verbal assurances from these related parties that such funding will continue as needed. Based on these assurances, management expects that the Company will be able to continue to develop its interests in ALG Bio Oils Ltd. and execute its plan of operations and continue as a going concern.
22
ODYSSEY OIL & ENERGY, INC. & SUBSIDIARIES
(F/K/A ODYSSEY OIL & GAS, INC. & SUBSIDIARIES)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
NOTE 11 SEGMENT REPORTING

The accounting policies of the segments are the same as those described in “Organization and Basis of Presentation” above. The Company’s business is currently conducted principally in South Africa. As of December 31, 2009 and 2008, the Company had $3,902 and $593, respectively, of assets located in South Africa.
The following table summarizes segment information:
Year Ended December 31, 2009 Bio Fuels  Other  Consolidated 
Impairment expense $15,000,000  $-  $15,000,000 
Purchase of property and equipment  -   -   - 
Net Loss  (15,814,463)  (994,893)  (16,809,356)
             
Total Assets  3,902   2,005   5,907 
Total Liabilities  59,263   1,020,459   1,079,722 
Year Ended December 31, 2008 Bio-Fuels  Other  Consolidated 
Impairment expense $21,717,235  $250,000  $21,967,235 
Purchase of property and equipment  -   (1,000)  (1,000)
Net Loss  (21,724,198)  (386,846)  (22,111,044)
             
Total Assets  593   1,603   2,196 
Total Liabilities  21,729   620,974   642,703 
NOTE 12SUBSEQUENT EVENTS

Subsequent to December 31, 2009, an additional $2,500 was advanced by a related party. These advances are unsecured, bear interest at 10% per annum and are due on demand (Note 4).

Subsequent to December 31, 2009, approximately $10,244 was repaid from ALG Western Oils (Pty) Ltd, the Company’s wholly owned subsidiary, to a related party. The loans are non-interest bearing and are due at the discretion of the director (Note 4).

Subsequent to December 31, 2009 the Company entered into an understanding to invest in Hylem Water (Pty) Ltd. The Company made an initial investment of approximately $14,500. Further investments totaling approximately $2,590,000 are due by August 31, 2010 for a total investment by the Company of 51%.

Subsequent to December 31, 2009 an amount of approximately $27,500 was advanced by related parties to ALG Western Oils (Pty) Ltd to make the initial investment in Hylem Water (Pty) Ltd. The loans were non-interest bearing and have been repaid to the related parties.
In preparing the financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through April 14, 2010, the date the financial statements were issued.
23