There are no assurances that the Company will be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or obtain additional financing through private placements, public offerings and/or bank financing necessary to support the Company’s working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, the Company may not continue its operations or execute its business plan.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 3. Management’s Plans for Liquidity

In August 2011, the Company obtained loans from third parties in the total amount of $220,700 for use in its current operations, including its efforts to locate and acquire business opportunities in the oil and natural gas industry.

The Company will require significant additional capital with which to acquire interests in oil and natural gas properties. While the Company’s management believes it will be able to secure the financing, in the form of debt, equity or a combination thereof, necessary to complete any such proposed acquisition, there is no assurance that such will be the case. In addition, the Company will require additional funds, in order to sustain its operations through the remainder of 2012. The Company believes it will be able to secure the financing, in the form of debt, equity or a combination thereof, necessary to complete these opportunities. The Company does not have a current commitment for an equity investment or a loan in any amount.

During the remainder of 2012, the Company intends to commit its available capital, if any, to its pursuit of the acquisition of one or more business opportunities in the oil and natural gas industry. The needed funding will be sought from third parties.

Note 4. Business of the Company

Until August 2011, the Company actively pursued the acquisition of one or more ethanol plants. As of August 2011, the Company’s efforts in this regard had not been successful.

In August 2011, the Company changed its business to the exploration, development, acquisition and production of crude oil and natural gas within the United States.

Note 5. Oil and Gas Investments

The Company owns 4% of the outstanding shares in Treaty Belize Energy, LTD (“TBE”), a Belize corporation that is seeking to development an oil and gas property located in Belize, for a cash investment of $100,000. In addition, the Company holds an option to purchase up to 15% ownership of Paradise Energy, LTD for up to one year at a cost of $360,000, $25,000 of which has been paid by the Company as a deposit. The Company also holds an option to purchase additional shares up to10% of TBE, at a total cost of approximately $500,000.

In January 2012, TBE reported that it had drilled its initial well near Independence Village, Belize, located adjacent to the Port of Big Creek in the Stann Creek District, and that oil in commercial quantities had been detected. The defined producing zone is between 1,235 and 1,290 feet. There is no assurance that this well will produce oil and/or gas in such quantities as would benefit the Company. A second, deeper well on the lease owned by TBE is planned for an as-yet determined date. There is no assurance that the second well will produce oil and/or gas. Due to these circumstances, the Company recognized a loss on these investments for the year ended December 31, 2011, in the amount of $125,000.

Also, the Company has entered into a participation agreement with respect to an oil and gas property located in Louisiana, pursuant to which the Company holds a 5% interest in such property and has made payments totaling $6,650.

Note 6. Notes Payable - Related Parties

From the third quarter of 2009 through July 2011, the Company obtained $73,000 in loans from one of its directors, the proceeds from which provided the Company with a portion of the capital needed to sustain its operations. On the dates of issuance, these promissory notes were convertible into a total of 7,100,000 shares of Company common stock. Until August 2011, these loans were payable on demand, bore interest at 10% per annum and were convertible, at the director’s option, into shares of the Company’s common stock at the rate of one share for every $.01 of debt converted. In August 2011, each of these loans was revised and extended to September 2012.

At December 31, 2011, $520,850 in accrued officer salary and interest is included in Note Payable - Related Parties. In January 2012, the entire amount was converted into a total of 15,097,101 shares of Company common stock, pursuant to a debt conversion agreement.

Note 7. Notes Payable - Third Party

In January 2010, the Company borrowed $65,000 from a third party, and in May 2010, the Company borrowed $35,000 from the same third party, through the issuance of convertible promissory notes, payable in October 2010 (which was not extended and the balance due as of December 31, 2010, is $92,500) and February 2011, respectively, bearing interest at 8% per annum, and convertible into a number of shares based on the market price of the Company’s common stock. On the dates of issuance, these promissory notes were convertible into an aggregate of approximately 16,000,000 shares of Company common stock. The first of these convertible promissory notes has been partially converted as follows: (i) in August 2010, $7,500 was converted into 2,508,361 shares of the Company’s common stock; (ii) in January 2011, $6,000 was converted into 3,000,000 shares of the Company’s common stock; and (iii) in July 2011, $4,000 was converted into 3,076,923 shares of the Company’s common stock. On August 15, 2011, the Company entered into an assignment agreement with this third party where they would assign their debt to five third party note holders in the amount of $90,000 for the unpaid principal and interest owed to them. In connection with this assignment the Company had debt forgiveness income in the amount of $3,266 which has been reflected in the accompanying financial statements.

In April 2011, the Company borrowed $20,000 from a third party, through the issuance of a convertible promissory note, payable on demand, bearing interest at 10% per annum, and convertible, at the third party’s option, into shares of the Company’s common stock at the rate of one share for every $.01 of debt converted. On the date of issuance, this promissory note was convertible into 2,000,000 shares of Company common stock. In August 2011, this loan was revised and extended to September 2012.

Also in April 2011, the Company borrowed $5,000 from a third party for use as working capital, through the issuance of a convertible promissory note, payable on demand, bearing interest at 10% per annum, and convertible, at the third party’s option, into shares of the Company’s common stock at the rate of one share for every $.01 of debt converted. On the date of issuance, these promissory notes were convertible into a total of 1,000,000 shares of Company common stock. In August 2011, this loan was revised and extended to September 2012.

In August 2011, the Company issued convertible promissory notes with an aggregate principal amount of $220,700. These notes mature on September 1, 2013, accrue interest at 8% per annum and are payable at maturity, unless converted by the holder into shares of Company common stock at a conversion rate of $0.0345 per share.

During the three months ended March 31, 2012, a total of $131,069 of such indebtedness was converted into a total of 3,799,116 shares of Company common stock.

Simultaneously with their notes, each party was issued Series A Warrants and Series B Warrants. Series A Warrants provide the holders the right to purchase up to a total of 2,000,000 share of Company common stock at an exercise price of $0.25 per share and Series B Warrants that provide the holders the right to purchase up to a total of 2,000,000 shares of Company common stock at an exercise price of $0.375 per share. The warrants have a four year life. The values in 2011 were based upon Black-Scholes computations with the following ranges of assumptions: Volatility 41.568%, interest rate 0.67%, expected term of 4 years and stock prices from $0.006.

The Company recorded $171,060 in 2011 for the relative fair value of the warrants and $220,700 as a Debt Discount which is to be amortized over the term of the two year notes.  As of March 31, 2012, and December 31, 2011, $60,708 and $27,588, respectively, of amortization has been recorded related to the debt discount.

Note 8. Loans on Open Account

During the three months ended March 31, 2012, the Company obtained loans on open account in the total amount of $48,000. These loans on open account are payable on demand and the Company accrues interest on these loans at 8%.

Note 9. Capital Stock

Common Stock Issued under Debt Conversion Agreement

During the three months ended March 31, 2012, $520,850 in accrued officer salary and interest was converted into a total of 15,097,101 shares of Company common stock, pursuant to a debt conversion agreement, a per share price of $.0345.

Common Stock Issued on Convertible Promissory Notes

During the three months ended March 31, 2012, a total of $131,069 of indebtedness evidenced by convertible promissory notes was converted into a total of 3,799,116 shares of Company common stock, a per share price of $.0345.

Common Stock Issued for Note Extensions

During the three months ended March 31, 2012, a total of 196,000 shares were issued pursuant to four separate promissory note extension agreements.

Common Stock for Director Bonus

During the three months ended March 31, 2012, the Company issued a total of 100,000 shares of its common stock as bonuses to two of its directors. These shares were valued at $1.54 per share, or $154,000, in the aggregate.

Common Stock for Services

During the first three months of 2011, the Company issued 50,000 shares of common stock in payment of $500 in consulting services.

Common Stock Options for Services; Subscription Receivable; Exercise of Stock Options

In February 2012, the Company entered into a consulting agreement with a third party. This consultant’s sole compensation was the issuance of stock options to purchase 200,000 shares of Company common stock at an exercise price of $1.50 per share. In advance of payment therefor, all 200,000 shares underlying such options were issued by the Company. As of March 31, 2012, a total of $150,000 had been received by the Company in payment of 103,333 of such shares. Thus, at March 31, 2012, the accompanying balance sheet includes a stock subscription receivable in the amount of $150,000, which relates to 100,000 of such shares.

Note 10. Subsequent Events

Consulting Agreement

In April 2012, the Company entered into a consulting agreement with its legal counsel. Pursuant to such agreement, the Company issued 50,000 shares with an aggregate value of $25,500, or $.51 per share. In addition, under such consulting agreement, the Company issued stock options to purchase 50,000 shares of Company common stock at an exercise price of $1.00 per share, 50,000 shares of Company common stock at an exercise price of $1.25 per share and 50,000 shares of Company common stock at an exercise price of $1.50 per share.

Purchase of Oil and Gas Lease

In April 2012 (and amended in May 2012), the Company entered into a purchase and sale agreement relating to the purchase of an oil and gas lease located in Taylor County, Texas, which contains approximately 40 acres and a single producing oil well. Under the purchase and sale agreement, the purchase price for the subject lease is $250,000: $50,000 in cash was paid upon execution of the purchase and sale agreement, $50,000 in cash was paid in May 2012 and $150,000 in cash is payable at the closing, which is estimated to occur in June 2012. In addition to the lease, under the purchase and sale agreement, the Company is to acquire a consent to inject salt water, with respect to a nearby salt water disposal well.

Issuance of Promissory Notes

In May 2012, the Company issued two promissory notes both with $100,000 face amounts in consideration of two loans of the same amount. Each such promissory note is due in June 2012 with $1,000 in interest due on each at their respective due dates.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Significant 2011 Transactions

            Change in Control. In August 2011, our company, certain of our affiliates and certain third parties entered into and completed a series of transactions (collectively, the “Transaction”).

            Pursuant to the Transaction, one of our officers and directors obtained control of our company. However, our management did not change in connection with the Transaction.

            Change of Business Plan. In connection with the Transaction and because we had been unable to acquire an ethanol plant, our management has changed our plan of business from the acquisition of an ethanol plant to the exploration, development, acquisition and production of crude oil and natural gas within the United States.

            Reverse Split. On August 12, 2011, our board of directors authorized a 50-to-1 reverse split of our outstanding common stock. The effective date of this reverse split was January 17, 2012.

            Financing Transactions and Issuances of Securities. In connection with the Transaction, we entered into a series of financing-related agreements and issued securities thereunder.

Critical Accounting Policies

            While we believe that the factors considered provide a meaningful basis for the accounting policies applied in the preparation of the condensed consolidated financial statements, we cannot guarantee that our estimates and assumptions will be accurate. If such estimates and assumptions prove to be inaccurate, we may be required to make adjustments to these estimates in future periods.

            Litigation and Tax Assessments. Should we become involved in lawsuits, we intend to assess the likelihood of any adverse judgments or outcomes of any of these matters as well as the potential range of probable losses. A determination of the amount of accrual required, if any, for these contingencies will be made after careful analysis of each matter. The required accrual may change from time to time, due to new developments in any matter or changes in approach (such as a change in settlement strategy) in dealing with these matters.

            Additionally, in the future, we may become engaged in various tax audits by federal and state governmental authorities incidental to our business activities. We anticipate that we will record reserves for any estimated probable losses for any such proceeding.

            Stock-Based Compensation. We account for stock-based compensation based on the provisions of Accounting Standard Codification (“ASC”) 718 Share Based Payments. ASC 718 requires companies to apply a fair-value-based measurement method in accounting for share-based payment transactions with employees and to record compensation cost for all stock awards granted after the required effective date and for awards modified, repurchased or cancelled after that date. The scope of ASC 718 encompasses a wide range of share-based compensation arrangements, including share options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans.

            Recent Accounting Pronouncements. There were no recent accounting pronouncements that our company has not implemented that materially affect our financial statements.

Results of Operations - First Quarter 2012 vs. First Quarter 2011

            Revenues. During the First Quarter 2012 and the First Quarter 2011, we generated no revenues. During the First Quarter 2012, our monthly cash operating expenses, which include costs associated with the pursuit of oil and gas opportunities, averaged approximately $30,000. As we begin to acquire additional oil and gas properties, our operating expenses will increase, although we are unable to predict the amount of such increase.

            Expenses. Our cash outlays for operating expenses during the First Quarter 2012 were $57,587, up from $9,364 for the First Quarter 2011. Our non-cash operating expenses for the First Quarter 2012, which include $193,200 in stock issued for services and $61,408 in warrant expense, totaled $254,608; our non-cash operating expenses for the First Quarter 2011, which include stock issued for services, totaled $500.

Financial Condition

            At March 31, 2012, we had $133,391 in cash and a working capital deficit of $256,311. At December 31, 2011, our cash position was $2,978 and our working capital deficit was $873,525. Currently, we possess approximately $150,000 in cash. Our current cash position is adequate to sustain our current level of operations for approximately six months.

            As part of the Transaction, we obtained loans in the total amount of $220,700 for use in our current operations, including its efforts to locate and acquire a business opportunity in the oil and gas industry. In connection with these loans, we issued convertible promissory notes with an aggregate principal amount of $220,700. These convertible promissory notes mature on September 1, 2013, accrue interest at 8% per annum and are payable at maturity, unless converted by the holder into shares of common stock at a conversion rate of $0.0345 per share. During the First Quarter 2012, a total of approximately $131,070 of such convertible promissory notes had been converted into a total of approximately 3,799,116 shares of our common stock.

            Prior to the Transaction, we owed our officer, Dean E. Sukowatey, a total of $535,650 in accrued and unpaid salary. In connection with the Transaction, our company and this officer entered into a debt conversion agreement with respect to $534,650 of such accrued and unpaid salary. Pursuant to the debt conversion agreement, this officer agreed to convert, and did so convert during the First Quarter 2012, the $534,650 in accrued and unpaid salary into shares of our common stock at a conversion price of $0.0345 per share, a total of 15,497,101 shares.

Management’s Plans Relating to Future Liquidity

            In August 2011, as part of the Transaction, we obtained loans from third parties in the total amount of $220,700 for use in our current operations, including efforts to locate and acquire business opportunities in the oil and natural gas industry.

            We will require significant additional capital with which to acquire interests in oil and natural gas properties. While our management believes we will be able to secure the financing, in the form of debt, equity or a combination thereof, necessary to complete any such proposed acquisition, there is no assurance that such will be the case. In addition, we will require additional funds, in order to sustain our operations through the remainder of 2012. We believe it will be able to secure the financing, in the form of debt, equity or a combination thereof, necessary to complete these opportunities. We do not have a current commitment for an equity investment or a loan in any amount.

            In connection with the Transaction, we issued Series A Warrants that provide the holders the right to purchase up to a total of 2,000,000 shares of common stock at an exercise price of $0.25 per share and Series B Warrants that provide the holders the right to purchase up to a total of 2,000,000 shares of common stock at an exercise price of $0.375 per share. We expect that these warrants will provide a source of funds to our company during the twelve months ending April 30, 2012. However, there is no assurance that any of these warrants will be exercised.

            During the remainder of 2012, the Company intends to commit its available capital, if any, to its pursuit of the acquisition of one or more business opportunities in the oil and natural gas industry. The needed funding will be sought from third parties.

Capital Expenditures

            During the First Quarter 2012 and the First Quarter 2011, we made no capital expenditures. Subsequent to March 31, 2012, we entered into a purchase and sale agreement relating to the purchase of an oil and gas lease located in Taylor County, Texas, which contains approximately 40 acres and a single producing oil well. Under the purchase and sale agreement, the purchase price for the subject lease is $250,000: $50,000 in cash was paid upon execution of the purchase and sale agreement, $50,000 in cash was paid in May 2012 and $150,000 in cash is payable at the closing, which is estimated to occur in June 2012. In addition to the lease, under the purchase and sale agreement, the Company is to acquire a consent to inject salt water, with respect to a nearby salt water disposal well. We cannot predict the amount of any future capital expenditures, if any.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

            Not applicable.

Item 4. Controls and Procedures.

            Our Chief Executive Officer/Acting Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 has concluded that, as of the end of the fiscal quarter covered by this report on Form 10-Q, our disclosure controls and procedures were effective to provide reasonable assurances that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and such information is accumulated and communicated to management, including the Chief Executive Officer/Acting Chief Financial Officer, as appropriate, to allow timely decisions regarding disclosures.

            There was no change in our internal control over financial reporting during the quarter ended March 31, 2012, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

                        We are the plaintiff in a lawsuit styled ALL Fuels & Energy Corporation v. Energetix, LLC, Energetix Holdings II, LLC and Mitch Miller, Case No. 4:11-CV-00617-JEG-CFB, in the U.S. District Court for the Southern District of Iowa, Central Division. We sued the defendants for violating the terms of a non-circumvention agreement relating to the acquisition of an ethanol plant. We believe this lawsuit has merit and are committed to pursuing our causes of action aggressively. This lawsuit is in the early stages and no prediction can be made with respect to its outcome.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

            1. (a) Securities Sold. In January 2012, 15,097,101 shares of common stock were issued; (b) Underwriter or Other Purchasers. Such shares of common stock were issued to Dean E. Sukowatey; (c) Consideration. Such shares of common stock were issued on conversion of debt pursuant to a debt conversion agreement in the amount of $520,850; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof, as a transaction not involving a public offering. This purchaser was an accredited investor capable of evaluating an investment in our company.

            2. (a) Securities Sold. In February 2012, 2,755,638 shares of common stock were issued; (b) Underwriter or Other Purchasers. Such shares of common stock were issued to Acadia Life Limited (1,157,368 shares), Lazy Bear, LLC (360,529 shares), Lee Bear I, LLC (548,005 shares), Joseph R. Lee (173,054 shares) and Equity Highrise, Inc. (516,682) shares; (c) Consideration. Such shares of common stock were issued upon partial conversion of convertible promissory notes in the aggregate amount of $95,070; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof, as a transaction not involving a public offering. These purchasers were sophisticated investors capable of evaluating an investment in our company.

            3. (a) Securities Sold. In February 2012, 200,000 shares of common stock were issued; (b) Underwriter or Other Purchasers. Such shares of common stock were issued to Dean E. Sukowatey (50,000 shares), Galen Knaack (50,000 shares), Brad Knaack (50,000 shares) and Russell Duncan (50,000 shares); (c) Consideration. Such shares of common stock were issued pursuant to note extension agreements and were valued at $1.54 per share; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof, as a transaction not involving a public offering. These purchasers were accredited investors capable of evaluating an investment in our company.

            All other unregistered sales of equity securities since the beginning of 2012 have been reported previously.

Item 3. Defaults upon Senior Securities.

            None.

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

            No matter was submitted to our shareholders, during the three months ended March 31, 2012.

Item 5. Other Information.

Acquisition of Oil and Gas Lease

            On April 18, 2012, we entered into a purchase and sale agreement relating to our purchase of an oil and gas lease located in Taylor County, Texas, which contains approximately 40 acres and a single producing oil well. The term of this lease will extend for so long as oil and/or gas is produced therefrom. This lease is burdened with a 12.5% landowner’s royalty and a 12.5% overriding royalty. Under the purchase and sale agreement, the purchase price for the subject lease is $250,000: $50,000 in cash was paid upon execution of the purchase and sale agreement and $200,000 in cash is payable within 30 days.

            In addition to the lease, under the purchase and sale agreement, we are to acquire a Consent to Inject Salt Water, with respect to a nearby salt water disposal well.

            The $50,000 paid upon the execution of the purchase and sale agreement came from funds on hand. Funds necessary to pay the remaining $200,000 owed is expected to be obtained by us from third-parties in the form of debt or equity, or a combination thereof. There is no assurance that we will be successful in obtaining the amount required to complete the purchase and sale transaction. A failure to obtain such funding would result in the loss of this purchase opportunity and a loss of the $50,000 already paid.

Item 6. Exhibits.