Generation Zero 10Q 2009 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For the transition period from ____________ to ______________

Commission file number: 333-146405

VELOCITY OIL & GAS, INC.

(Exact name of registrant as specified in its charter)

Nevada	1311	20-5465816
(State or jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification No.)

Graha Mandiri, Floor 18

Jl lman Bonjol No. 61

Jakarta Pusat 10310

Indonesia

(Address of principal executive offices)

3500 Washington Ave, Suite 200

Houston, Texas 77007

(Address of former principal executive offices)

+62 813 812 18069

(Registrant's telephone number)

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

Indicate by check mark 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). Yes ¨ No ¨

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

	Large accelerated filer ¨	Accelerated filer ¨
	Non-accelerated filer ¨	Smaller reporting company x

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

The number of shares outstanding of each of the issuer’s classes of equity as of November 19, 2009 is 12,620,500 shares of common stock, par value $0.001 per share, and 1 share of Series A Preferred Stock, par value $0.001 per share.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

VELOCITY OIL & GAS, INC.

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30,			December 31,
	2009			2008
ASSETS
CURRENT ASSETS
Cash	$	897		$	5,716
Total current assets		897			5,716

Property, plant and equipment, net of accumulated
depreciation of $3,727 and $2,583, respectively		3,726			4,870
Unproved oil and gas properties		-			12,500

TOTAL ASSETS	$	4,623		$	23,086

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable	$	18,141		$	16,938
Accounts payable – related party		1,207			1,207
Accrued liabilities		117,977			52,406
Total current liabilities		137,325			70,551

Long-term advances - related party		101,932			55,286
Note payable to shareholder, net of unamortized discounts
of $10,443 and $0, respectively		1,321			12,764
Total liabilities		240,578			138,601

STOCKHOLDERS’ DEFICIT
Preferred stock, $0.001 par value; 10,000,000 shares
authorized; none issued and outstanding		-			-
Series A Preferred stock, $0.001 par value; 1,000 shares
authorized; none issued and outstanding		-			-
Series B Preferred stock, $2.50 par value; 2,000,000 shares
authorized; none issued and outstanding		-			-
Common stock, $0.001 par value; 100,000,000 shares
authorized; 12,620,500 and 11,620,500 shares issued and outstanding, respectively		12,621			11,621
Additional paid-in capital		172,612			159,848
Deficit accumulated during the exploration stage		(421,188	)		(286,984	)
Total stockholders' deficit		(235,955	)		(115,515	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	4,623		$	23,086

See notes to consolidated financial statements.

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VELOCITY OIL & GAS, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF EXPENSES

(Unaudited)

													May 16, 2006
													(Inception)
	Three Months Ended						Nine Months Ended						Through
	September 30,						September 30,						September 30,
	2009			2008			2009			2008			2009
Operating expenses:
General and administrative	$	40,476		$	14,553		$	116,969		$	84,370		$	379,876
Impairment of oil and gas properties		-			20,020			12,500			20,020			32,520
Depreciation		382			372			1,144			921			3,727
Total operating expenses		40,858			34,945			130,613			105,311			416,123

Operating loss		(40,858	)		(34,945	)		(130,613	)		(105,311	)		(416,123	)

Interest expense		(2,759	)		(399	)		(3,591	)		(888	)		(5,065	)

Net loss	$	(43,617	)	$	(35,344	)	$	(134,204	)	$	(106,199	)	$	(421,188	)

Basic and diluted net loss per share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)

Weighted average common shares
outstanding		12,066,152			11,620,500			11,770,683			11,550,062

See notes to consolidated financial statements.

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VELOCITY OIL & GAS, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

May 16, 2006 (Inception) Through September 30, 2009

(Unaudited)

									Deficit
									Accumulated			Total
							Additional		During the			Stockholders'
	Common Stock						Paid-in		Exploration			Equity
	Shares			Amount			Capital		Stage			(Deficit)
Common shares issued for cash		10,360,500		$	10,361		$	35,689	$	-		$	46,050
Common shares issued for services		300,000			300			-		-			300
Warrants granted		-			-			19,119		-			19,119
Net loss		-			-			-		(43,745	)		(43,745	)
Balances at December 31, 2006		10,660,500			10,661			54,808		(43,745	)		21,724

Common shares issued for cash		250,000			250			24,750		-			25,000
Common shares issued for services		10,000			10			990		-			1,000
Common shares issued as finder's fees		500,000			500			49,500		-			50,000
Cancellation of common shares		(100,000	)		(100	)		100		-			-
Net loss		-			-			-		(74,766	)		(74,766	)
Balances at December 31, 2007		11,320,500			11,321			130,148		(118,511	)		22,958

Common shares issued for services		300,000			300			29,700		-			30,000
Net loss		-			-			-		(168,473	)		(168,473	)
Balances at December 31, 2008		11,620,500			11,621			159,848		(286,984	)		(115,515	)

Common shares issued for conversion
of shareholder loan		1,000,000			1,000			-		-			1,000
Debt discount from beneficial
conversion feature		-			-			12,764		-			12,764
Net loss		-			-			-		(134,204	)		(134,204	)
Balances at September 30, 2009		12,620,500		$	12,621		$	172,612	$	(421,188	)	$	(235,955	)

See notes to consolidated financial statements.

F-3

VELOCITY OIL & GAS, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

							May 16, 2006
							(Inception)
	Nine Months Ended						Through
	September 30,						September 30,
	2009			2008			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(134,204	)	$	(106,199	)	$	(421,188	)
Adjustments to reconcile net loss to cash used
in operating activities:
Depreciation		1,144			921			3,727
Amortization of debt discount		2,321			-			2,321
Debt issued for interest		-			-			264
Impairment of oil and gas properties		12,500			20,020			32,520
Stock issued for services		-			30,000			31,300
Warrant expense		-			-			19,119
Changes in assets and liabilities:
Prepaid expenses and other receivables		-			3,000			-
Accounts payable		1,203			(383	)		5,641
Accounts payable – related party		-			-			1,207
Accrued liabilities		65,571			507			117,977
NET CASH USED IN OPERATING ACTIVITIES		(51,465	)		(52,134	)		(207,112	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets		-			(2,917	)		(7,453	)
Proceeds from sale of oil and gas properties		-			29,980			29,980
NET CASH PROVIDED BY INVESTING ACTIVITIES		-			27,063			22,527

CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related party		46,646			53,500			131,648
Proceeds from note payable to shareholder		-			-			12,500
Repayments of advances from related party		-			(26,750	)		(29,716	)
Proceeds from issuance of common stock		-			-			71,050
NET CASH PROVIDED BY FINANCING ACTIVITIES		46,646			26,750			185,482

NET CHANGE IN CASH		(4,819	)		1,679			897
Cash, beginning of period		5,716			1,286			-
Cash, end of period	$	897		$	2,965		$	897

CASH PAID FOR:
Interest	$	-		$	-
Income taxes		-			-

NONCASH INVESTING AND FINANCING ACTIVITIES:
Debt discount from beneficial conversion feature	$	12,764			-
Common shares issued for conversion of shareholder loan		1,000			-

See notes to consolidated financial statements.

F-4

VELOCITY OIL & GAS, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business. Velocity Oil and Gas, Inc. (“Velocity”) was incorporated in the State of Nevada on May 16, 2006. Since inception, Velocity is a start-up entity with the intention of being involved in oil and gas exploration and development with a geographic focus in Texas and Louisiana.

Basis of Presentation. The accompanying unaudited interim financial statements of Velocity and its wholly- owned subsidiary, South Marsh LLC, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Velocity’s Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal 2008 as reported in the Form 10-K, have been omitted.

Use of Estimates. In preparing financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and expenses in the statement of expenses. Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements. Velocity does not expect the adoption of recently issued accounting pronouncements to have a significant impact on Velocity’s results of operations, financial position or cash flow.

In July 2009, the Financial Accounting Standards Board (“FASB”) issued new guidance relating to the “FASB Accounting Standards Codification” at FASB ASC 105, as the single source of authoritative nongovernmental U.S. generally accepted accounting principles (GAAP). The codification is effective for interim periods ending after September 15, 2009. All existing accounting standards are superseded as described in FASB ASC 105. All other accounting literature not included in the Codification is nonauthoritative. The adoption of FASB ASC 105 did not impact Velocity’s results of operations, financial position or cash flows.

Effective this quarter, Velocity implemented FASB ASC 855, Subsequent Events. This standard establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. The adoption of FASB ASC 855 did not impact Velocity’s financial position or results of operations. Velocity evaluated all events or transactions that occurred after September 30, 2009 until November 20, 2009. During this period, Velocity did not have any material recognizable subsequent events.

NOTE 2 – GOING CONCERN

As shown in the accompanying financial statements, Velocity incurred a net loss of $134,204 for the nine months ended September 30, 2009, and has an accumulated deficit of $421,188 and a working capital deficit of $136,428 as of September 30, 2009. These conditions raise substantial doubt as to Velocity’s ability to continue as a going concern. Management is trying to raise additional capital through sales of common and preferred stock. The financial statements do not include any adjustments that might be necessary if Velocity is unable to continue as a going concern.

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NOTE 3 – UNPROVED PROPERTIES

In December 2008, Velocity, through its ownership in South Marsh LLC, acquired a 40% working interest in South Marsh Island Block 138 which is located off the Louisiana coast in the Gulf of Mexico. Velocity’s lease on this property expired on June 30, 2009 and the $12,500 book value of the property was written-off through impairment of oil and gas properties during the nine months ended September 30, 2009.

NOTE 4 – ADVANCES FROM RELATED PARTY

Velocity borrows advances from a shareholder periodically. The advances are non-interest bearing and due on demand with twelve months and one day’s notice. At September 30, 2009 and December 31, 2008, there was an outstanding balance of $101,932 and $55,286, respectively, due the shareholder.

NOTE 5 – NOTES PAYABLE TO SHAREHOLDER

Velocity borrowed $8,000 from a shareholder in June 2007. The note is due on demand with twelve months and one day’s notice and bears interest at 6% per annum. The loan was originally convertible into common shares at $0.10 per share. During 2007, the accrued interest of $264 was converted to debt and at December 31, 2008, the then outstanding balance on the note was $12,764. Velocity evaluated the original loan for derivative accounting consideration under FASB ASC 815-15 and FASB ASC 815-40. Velocity determined the embedded conversion option in the original convertible note met the criteria for classification in stockholders’ equity under FASB ASC 815-15 and FASB ASC 815-40. Therefore, derivative accounting was not applicable for the note. Velocity then evaluated the original conversion option under FASB ASC 470-20 for a beneficial conversion feature and determined none existed.

During August 2009, Velocity amended the conversion option of the above note whereby the conversion rate was changed from $0.10 to $0.001 per share. Velocity evaluated the modification under FASB ASC 470-50 and determined the modification to be substantial and thus qualify as an extinguishment of debt. Velocity evaluated the modified loan for derivative accounting consideration under FASB ASC 815-15 and FASB ASC 815-40. Velocity determined the embedded conversion option in the modified convertible note met the criteria for classification in stockholders’ equity under FASB ASC 815-15 and FASB ASC 815-40. Therefore, derivative accounting was not applicable for the note. Velocity then evaluated the modified conversion option under FASB ASC 470-20 for a beneficial conversion feature and determined the conversion option contained a beneficial conversion feature.

Velocity calculated the intrinsic value of the conversion feature of the modified note and recorded a discount on the debt of $12,764. The discount is being amortized over the life of the loan using the effective interest rate method. During the nine months ended September 30, 2009, an aggregate of $2,321 of amortization was recorded on the debt discount.

During August 2009, the holder of the modified note above elected to convert $1,000 of the loan to common stock. Velocity issued the note holder 1,000,000 common shares. Velocity recorded amortization of $1,000 on the discount related to the portion of the note converted.

NOTE 6 – PREFERRED STOCK

Series A Preferred Stock

On March 2, 2009, Velocity’s Board of Directors unanimously agreed to adopt a Certificate of Designations for the creation of a Series A preferred stock, which was filed with the Secretary of State of Nevada on June 10, 2009.

F-6

The Series A Preferred Stock has a par value of $0.001 per share and consists of one thousand (1,000) shares, each having no dividend rights, no liquidation preference, and no conversion or redemption rights. The shares of Series A Preferred Stock have the right, voting in aggregate, to vote on all shareholder matters equal to fifty-one percent (51%) of the total vote.

Series B Preferred Stock

On May 5, 2009, Velocity’s Board of Directors unanimously agreed to adopt a Certificate of Designations for the creation of a Series B preferred stock, which was filed with the Secretary of State of Nevada on June 11, 2009.

The Series B Preferred Stock has a par value of $2.50 per share and consists of two million (2,000,000) shares, each having no dividend rights, no liquidation preference, no voting right and no redemption rights.

NOTE 7 – SUBSEQUENT EVENTS

In November 2009, Travel Engine Solutions, LLC subscribed for 1,000 shares of Velocity’s Series A Preferred Stock for aggregate consideration of $175,000. A total of $50,000 of the funds for the Series A Shares was received immediately and pursuant to the terms of the Subscription Agreement, Velocity issued Travel Engine one share of the Series A Preferred Stock. The share is to be held in trust until such time as Travel Engine has paid the remaining $125,000 due pursuant to the terms of the Subscription Agreement. In the event the Additional Consideration is not paid, other than because Velocity failed to meet the requirements described below, the Series A Preferred Share is to be redeemed for $100 and Velocity is entitled to retain the $50,000 initial payment in liquidated damages. While held in trust, Travel Engine has the right to vote the Series A Preferred Share (which has the right to vote 51% of the Company’s outstanding voting securities).

The requirements which must be met by Velocity prior to Travel Engine paying the additional consideration include that Velocity shall have no liabilities, shall not be party to any litigation (threatened or pending), shall not have any convertible securities outstanding (other than a convertible note currently held by Capersia Pte. Ltd.), Velocity shall have filed this Form 10-Q (the “Form 10-Q”), Velocity shall not have indicated that it is a “shell company” in the Form-Q, Velocity shall have obtained the resignation of its current officers and Directors (along with representations from such officers and Directors that no fees or other compensation are due to such officers and Directors), and Frank Jacobs, Velocity’s current Director shall have entered into a lock-up agreement, approved by Travel Engine, pursuant to which Mr. Jacobs will agree not to sell any Company securities for a period of one (1) year.

F-7

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

CERTAIN STATEMENTS IN THIS QUARTERLY REPORT ON FORM 10-Q (THIS "FORM 10-Q"), CONSTITUTE "FORWARD LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1934, AS AMENDED, AND THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 (COLLECTIVELY, THE "REFORM ACT"). CERTAIN, BUT NOT NECESSARILY ALL, OF SUCH FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "BELIEVES", "EXPECTS", "MAY", "SHOULD", OR "ANTICIPATES", OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF VELOCITY OIL & GAS, INC. ("THE COMPANY", "VELOCITY", "WE", "US" OR "OUR") TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. REFERENCES IN THIS FORM 10-Q, UNLESS ANOTHER DATE IS STATED, ARE TO SEPTEMBER 30, 2009.

History

We were formed as a Nevada corporation on May 16, 2006. We have 110,000,000 shares of authorized stock, consisting of 100,000,000 shares of common stock, $0.001 par value and 10,000,000 shares of preferred stock, $0.001 par value. We are an exploration stage company with limited operations, which has not generated any revenues to date, and does not anticipate being able to generate revenues until we can raise substantial additional capital.

We previously held oil and gas exploration assets, which have since expired or have been relinquished. The financial crisis of 2008 and the subsequent collapse of the natural gas prices have made drilling in the Gulf of Mexico unattractive.

The Company recently has formed an alliance with PT. SUMBER DAYA KELOLA (SDK) with which the Company will pursue a geothermal project in Indonesia. The Company is also evaluating the potential acquisition of a gas processing project. A suitable gas plant has been identified and negotiations on its purchase have commenced. The Company does not currently have any agreements in place with SDK.

Assuming we acquire these properties in the future, we will need to raise substantial additional capital either though the sale of debt or equity securities or by entering into joint ventures with more established companies and/or institutional investors to move forward with our business plan.

Our goal is to expand or build our business through a variety of efforts. We are considering ongoing offerings of securities under Private Placements, possible debt instruments, joint ventures with other companies public and private and other activities to generate capital to grow and undertake our business plan (for example, obtain, if possible, loans).

We have no lines of credit or other bank financing arrangements. However, we are working out a possible formal line of credit with Frank Jacobs, our officer and Director, who has advanced monies to us from time to time. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt securities and loans from our shareholders.

In connection with our business plan, management will try and delay additional increases in operating expenses and capital expenditures. We will need to raise additional capital and revenues to meet both short-term and long-term operating requirements.

-2-

We have undertaken certain actions and continue to implement changes designed to improve our financial results and operating cash flows. The actions involve certain cost-saving initiatives and growing strategies. For example, we do not have a seasoned staff of public company officers beyond the extent of experience and abilities of our Chief Executive Officer and Secretary.

Our financial statements contain information expressing substantial doubt about our ability to continue as a going concern. The consolidated financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we satisfy our liabilities and commitments in the ordinary course of business.

MATERIAL EVENTS:

On June 1, 2007, we issued Capersia Pte. Ltd. (“Capersia”), a shareholder of the Company, an $8,000 Promissory Note to evidence an $8,000 loan we received from Capersia (the “Note”). The Note had an effective date of June 13, 2007, and bears interest at the rate of 6% per annum until paid in full. The Note is payable on demand with one year and one day prior written notice, and any amounts not paid when due accrue interest at the rate of 15% per annum. Capersia had the right at any time prior to the date such Note is repaid to convert any or all of the outstanding principal amount of the Note into shares of the Company’s common stock at a conversion price of $0.10 per share.

On or around November 7, 2008, the Promissory Note was amended to reflect an increased amount owed to the Company of $12,764.

On or around August 20, 2009, we entered into an amendment to the Note, pursuant to which we agreed to amend the conversion price of the Note to $0.001 per share, and to allow Capersia to convert $1,000 of the amount owed under the Note into 1,000,000 shares of our common stock. If the remaining approximately $11,764 of principal was converted into shares of the Company’s common stock, such Promissory Note would convert into 11,764,000 shares of common stock, representing approximately 48% of the Company’s then outstanding common stock.

On or around November 10, 2009, Capersia sold its entire interest in the Note to Cascata Equity Management, Inc. (50%) and Seven Palm Investments, LLC (50%).

Purchase and Sale Agreement with Entek

In November 2007, we entered into a Purchase and Sale Agreement with Entek USA Inc. (the “Purchase Agreement” and “Entek”) and an Assignment of Membership Interests (the “Assignment”), pursuant to which we purchased all of the outstanding membership interests in South Marsh LLC, a Delaware limited liability company (“South Marsh”). Through the Purchase Agreement, we obtained all of the interests in oil and gas leases acquired by South Marsh pursuant to an Amended and Restated Participation Agreement, dated December 8, 2006, by and between, South Marsh, Ridgelake Energy, Inc., a Louisiana corporation (“Ridgelake”), and GulfX, LLC, a Delaware limited liability company, which was later amended by an Amended and Restated Participation Agreement entered into in September 2007 (the “Participation Agreement”). Pursuant to the terms of this participation agreement, South Marsh acquired the right to earn (a) a 10% working interest in Block 79, Viosca Knoll Area covering approximately 5,760 acres of submerged lands within the Outer Continental Shelf (“VK 79”); (b) a 10% working interest in Block A 307, High Island Area, covering approximately 5,760 acres of submerged lands within the Outer Continental Shelf (“HI A 307”); (c) a 10% working interest in the Block 317, Vermillion Area, covering approximately 5,000 acres of submerged lands within the Outer Continental Shelf (“VM 317”); (d) an 11.25% working interest in Block 138, South Marsh Island Area, covering approximately 5,000 acres of submerged lands within the Outer Continental Shelf (“SMI 138”); and (e) a 15% working interest in Block 152, South Marsh Island Area, covering approximately 2,500 acres of submerged lands within the Outer Continental Shelf (“SMI 152”), which interest expired on July 31, 2008 as the Company elected not to participate in drilling on SMI 152 as management deemed the project to have limited economic potential. All of the leases are located in the Gulf of Mexico, off the coast of Texas and Louisiana. The effective date of the Purchase Agreement was November 8, 2007.

-3-

As a result of the Purchase Agreement and the Assignment, South Marsh became a wholly-owned subsidiary of the Company. We have not paid any consideration to date, including cash and/or securities, to Entek in connection with the Purchase Agreement.

On July 1, 2008, Ridgelake proposed to drill a well on the SMI 152 lease whereby the Company would be required to pay Ridgelake a cash-call within 30 days and share in the expenses of such well, if the Company desired to participate. Upon Ridgelake’s proposal, the Company elected not to participate in this lease as management deemed the project to have limited economic potential. As such, the Company’s interest in the SMI 152 lease expired on July 31, 2008, and the Company has forfeited its right to earn any interest on this lease in the future.

Purchase of Ownership Interest in SMI 138

On or about September 29, 2008, South Marsh entered into an Assignment agreement with Ridgelake to acquire a 40% working interest in SMI 138 (as defined above). Pursuant to the Assignment agreement between Ridgelake, South Marsh and Offset Leo LLC, a Delaware limited liability company (“Offset”), which agreement has an effective date of June 1, 2008, Ridgelake assigned a 40% interest to South Marsh and a 40% interest to Offset. Jacobs Oil & Gas, Ltd., which is controlled by our officer and Director, Frank Jacobs, is a shareholder of Offset.

The assignment of the interests to South Marsh was approved by the Minerals Management Service of the United States Department of the Interior (the “MMS”). South Marsh is qualified by the MMS to own any oil and gas lease of submerged lands under the Outer Continental Lands Act. South Marsh previously held the right to an 11.25% working interest in SMI 138, which rights have lapsed as of the date of this filing. Prior to its entry into the Assignment agreement, Offset provided a payment of $25,000 to Ridgelake as consideration for the assignment, of which we were responsible for repaying $12,500 of such payment to Offset.

On or around June 30, 2009, the last of the Company’s other oil and gas rights located in the Gulf of Mexico expired and as such, the Company does not currently hold any oil and gas interests or rights as of the date of this filing. Moving forward, the Company is currently planning to focus its attention on geothermal energy, producing liquefied petroleum gas (“LPG”) and possibly other downstream energy/engineering projects, funding permitting, of which there can be no assurance.

Series A Preferred Stock

On March 2, 2009, the Company's Board of Directors unanimously agreed by a written consent to action without a meeting, to adopt a Certificate of Designations for the creation of a Series A preferred stock (the "Series A Preferred Stock"), which was filed with the Secretary of State of Nevada on June 10, 2009.

The Series A Preferred Stock has a par value of $0.001 per share. The Series A Preferred Stock consists of one thousand (1,000) shares, each having no dividend rights, no liquidation preference, and no conversion or redemption rights. However, the one thousand (1,000) shares of Series A Preferred Stock have the right, voting in aggregate, to vote on all shareholder matters equal to fifty-one percent (51%) of the total vote. For example, if there are 10,000,000 shares of the Company's common stock issued and outstanding at the time of a shareholder vote, the holders of Series A Preferred Stock, voting separately as a class, will have the right to vote an aggregate of 10,408,163 shares, out of a total number of 20,408,163 shares.

Additionally, the Company shall not adopt any amendments to the Company's Bylaws, Articles of Incorporation, as amended, make any changes to the Certificate of Designations, or effect any reclassification of the Series A Preferred Stock, without the affirmative vote of at least 66-2/3% of the outstanding shares of Series A Preferred Stock. However, the Company may, by any means authorized by law and without any vote of the holders of shares of Series A Preferred Stock, make technical, corrective, administrative or similar changes to the Certificate of Designations that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of Series A Preferred Stock.

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Series B Preferred Stock

On May 5, 2009, the Company’s Board of Directors unanimously agreed by a written consent to action without a meeting, to adopt a Certificate of Designations for the creation of a Series B preferred stock (“Series B Preferred Stock”), which was filed with the Secretary of State of Nevada on June 11, 2009.

The Series B Preferred Stock has a par value of $0.001 per share. The Series B Preferred Stock consists of two million (2,000,000) shares, each having no dividend rights, no liquidation preference, no voting rights and no redemption rights.

The Series B Preferred Stock has a price of $2.50 per share and convert into the Company’s common stock on the basis of one for thirty. The Series B Preferred Stock was mistakenly filed such that the $2.50 price was subject to recapitalizations; however the Company is currently taking steps to amend the designation such that the Series B Preferred will not be subject to recapitalizations and to increase the number of designated shares of Series B Preferred Stock to four million (4,000,000) shares.

Additionally, the Company shall not adopt any amendments to the Company's Bylaws, Articles of Incorporation, as amended, which adversely affect the rights of the Series B Preferred Stock, make any changes to the Certificate of Designations, or effect any reclassification of the Series B Preferred Stock, without the affirmative vote of at least 66-2/3% of the outstanding shares of Series B Preferred Stock. However, the Company may, by any means authorized by law and without any vote of the holders of shares of Series B Preferred Stock, make technical, corrective, administrative or similar changes to the Certificate of Designations that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of Series B Preferred Stock.

No shares of the Company’s Series B Preferred Stock have been issued to date.

SUBSEQUENT EVENTS:

On or around November 10, 2009, Travel Engine Solutions, LLC (“Travel Engine”) subscribed for 1,000 shares of our Series A Preferred Stock (the “Series A Shares”) for aggregate consideration of $175,000. A total of $50,000 of the funds for the Series A Shares was received immediately and pursuant to the terms of the Subscription Agreement, we agreed to issue Travel Engine one share of Series A Preferred Stock in connection with such payment, which share (the “Series A Preferred Share”) is to be held in trust until such time as Travel Engine has paid the remaining $125,000 due pursuant to the terms of the Subscription Agreement (the “Additional Consideration”). In the event the Additional Consideration is not paid, other than because the Company failed to meet the Requirements (defined below), the Series A Preferred Share is to be redeemed for $100 and the Company is to retain the $50,000 initial payment in liquidated damages. While held in trust, Travel Engine has the right to vote the Series A Preferred Share (which has the right to vote 51% of the Company’s outstanding voting securities).

Additional “Requirements” which must be met prior to Travel Engine paying the Additional Consideration include that the Company shall have no liabilities, shall not be party to any litigation (threatened or pending), shall not have any convertible securities outstanding (other than a convertible note currently held by Capersia Pte. Ltd.), the Company shall have filed this Form 10-Q (the “Form 10-Q”), the Company shall not have indicated that it is a “shell company” in the Form-Q, the Company shall have obtained the resignation of its current officers and Directors (along with representations from such officers and Directors that no fees or other compensation are due to such officers and Directors), and Frank Jacobs, the Company’s current Director shall have entered into a lock-up agreement, approved by Travel Engine, pursuant to which Mr. Jacobs will agree not to sell any Company securities for a period of one (1) year.

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PLAN OF OPERATIONS

Moving forward, the Company is planning to focus its attention on geothermal energy, producing liquefied petroleum gas (“LPG”) and possibly other downstream energy/engineering projects in Indonesia, funding permitting, of which there can be no assurance.

We intend to seek out quality geothermal energy projects and acquire the expertise in this field of power generation through the alliance with other companies. We currently have a tentative list of potential acquisitions. We will need to raise substantial additional capital either though the sale of debt or equity securities or by entering into joint ventures with established companies and/or institutional investors in the field of geothermal energy to obtain the necessary funds we will require to move forward with our business plan.

RESULTS FROM OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2008

We did not generate any oil and gas revenues for the three months ended September 30, 2009, or for the three months ended September 30, 2008, and do not anticipate generating any oil and gas revenues until we have a successful exploration program or until we acquire producing oil and gas production properties, of which there can be no assurance.

We had general and administrative expenses of $40,476 for the three months ended September 30, 2009, compared to general and administrative expenses of $14,553 for the three months ended September 30, 2008, an increase of $25,923 or 178% from the prior period. The increase in general and administrative expenses was mainly due to an increase in legal fees, accounting fees and wages.

We had no impairment of oil and gas properties for the three months ended September 30, 2009, compared to $20,200 of impairment of oil and gas properties for the three months ended September 30, 2008, which was due to the relinquishment of SMI 138, as described in greater detail above.

We had $382 in depreciation expense for the three months ended September 30, 2009 compared with depreciation expense of $372 for the three months ended September 30, 2008.

We had total operating expenses and a total operating loss of $40,858 for the three months ended September 30, 2009, compared to total operating expenses and a total operating loss of $34,945 for the three months ended September 30, 2008, an increase in total operating expenses and total operating loss of $5,913 or 17% from the prior period.

We had interest expense of $2,759 for the three months ended September 30, 2009, compared to interest expense of $399 for the three months ended September 30, 2008, an increase in interest expense of $2,360, which increase in interest expense was in connection with interest on the loan received from Capersia Pte. Ltd., a shareholder of the Company (“Capersia”), as evidenced by the Note described below.

We had a net loss of $43,617 for the three months ended September 30, 2009, compared to a net loss of $35,344 for the three months ended September 30, 2008, an increase in net loss of $8,273 or 23% from the prior period, which was due to the $5,913 or 17% increase in total operating expenses and the $2,360 increase in interest expense. We anticipate incurring net losses until and unless we are able to obtain oil and gas interests, and unless such interests produce sufficient revenues to support our operations, of which there can be no assurance.

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FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2008

We did not generate any oil and gas revenues for the nine months ended September 30, 2009, or for the nine months ended September 30, 2008, and do not anticipate generating any oil and gas revenues until we have a successful exploration program or until we acquire producing oil and gas production properties, of which there can be no assurance.

We had general and administrative expenses of $116,969 for the nine months ended September 30, 2009, compared to general and administrative expenses of $84,370 for the nine months ended September 30, 2008, an increase of $32,599 or 39% from the prior period. The increase in general and administrative expenses was mainly due to increased legal and accounting fees for the nine months ended September 30, 2009, compared to the nine months ended September 30, 2008, due to the Company filing its registration statement and obtaining quotation on the Over-The-Counter Bulletin Board.

We had $12,500 of impairment of oil and gas properties for the nine months ended September 30, 2009, compared to $20,020 of impairment of oil and gas properties for the nine months ended September 30, 2008, which was due to the relinquishment of SMI 138, as described in greater detail above.

We had $1,144 in depreciation expense for the nine months ended September 30, 2009 compared with depreciation expense of $921 for the nine months ended September 30, 2008.

We had total operating expenses and a total operating loss of $130,613 for the nine months ended September 30, 2009, compared to total operating expenses and a total operating loss of $105,311 for the nine months ended September 30, 2008, an increase in total operating expenses and total operating loss of $25,302 or 24% from the prior period.

We had interest expense of $3,591 for the nine months ended September 30, 2009, compared to interest expense of $888 for the nine months ended September 30, 2008, an increase in interest expense of $2,703, which increase in expense was in connection with interest on the loan received from Capersia, a shareholder of the Company, as evidenced by the Note described below.

We had a total net loss of $134,204 for the nine months ended September 30, 2009, compared to a total net loss of $106,199 for the nine months ended September 30, 2008, an increase in net loss of $28,005 or 26% from the prior period, which was due to the $25,302 or 24% increase in total operating expenses and the $2,703 increase in interest expense. We anticipate incurring net losses until and unless we are able to obtain oil and gas interests, and unless such interests produce sufficient revenues to support our operations, of which there can be no assurance.

LIQUIDITY AND CAPITAL RESOURCES

We had total assets of $4,623 as of September 30, 2009 consisting of property and equipment, net of accumulated depreciation of $3,726 and total current assets consisting solely of cash of $897.

We had total liabilities as of September 30, 2009 of $240,578, consisting of total current liabilities of $137,325; which included $18,141 of accounts payable, $117,977 of accrued liabilities and $1,207 of accounts payable related party, which amount was owed to Frank Jacobs in connection with management services rendered to the Company by Mr. Jacobs; and non-current liabilities consisting of $101,932 of long-term advances, related party, in connection with advances to the Company by its officer and Director, Frank Jacobs and entities controlled by Mr. Jacobs, which funding does not bear interest and is payable on demand with at least one (1) year and one (1) day prior notice and/or is payable in shares of the Company’s common stock at the option of the Company on the date such payment is demanded (based on the then trading price of the Company’s common stock, assuming such common stock is publicly-traded); and $1,321 of note payable to Capersia, net of $10,443 of unamortized discount.

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We had negative working capital of $136,428 and a total deficit accumulated during the exploration stage of $421,188 as of September 30, 2009.

On June 1, 2007, we issued Capersia an $8,000 Promissory Note to evidence an $8,000 loan we received from Capersia, which Promissory Note was amended in December 2007 (the “Note”). The Note had an effective date of June 13, 2007, and bears interest at the rate of 6% per annum until paid in full. The Note is payable on demand; however, Capersia has agreed to provide the Company at least one (1) year and one (1) day notice prior to the due date of such Note, and any amounts not paid when due accrue interest at the rate of 15% per annum. Capersia had the right at any time prior to the date such Note is repaid to convert any or all of the outstanding principal amount of the Note into shares of the Company’s common stock at a conversion price of $0.10 per share.

On or around November 7, 2008, the Promissory Note was amended to reflect an increased amount owed to the Company of $12,764.

The modified note contains a beneficial conversion feature. We calculated the intrinsic value of the conversion feature of the modified note and recorded a discount on the debt of $12,764. The discount is being amortized over the life of the loan using the effective interest rate method. During the nine months ended September 30, 2009, an aggregate of $2,321 of amortization was recorded on the debt discount.

On or around November 10, 2009, Capersia sold its entire interest in the Note (as described below), which had an aggregate balance, not including any accrued and unpaid interest of $11,764 as of September 30, 2009, and as of the date of the note sale, each to Cascata Equity Management, Inc. (50%) (“Cascata”) and Seven Palm Investments, LLC. (“Seven Palm”) (50%).

As of the filing of this report, neither Cascata nor Seven Palm has provided us notice of their intention to demand repayment of the Note or otherwise convert such Note into shares of our common stock.

We had $51,465 of net cash used in operating activities for the nine months ended September 30, 2009, which included a net loss of $134,204 offset by a decrease in accrued liabilities of $65,571 and an impairment of oil and gas properties of $12,500.

We had $46,646 of net cash provided by financing activities for the nine months ended September 30, 2009, which was due to $46,646 of advances from related parties in connection with long term loans advanced to the Company by the Company’s officer and Director, Frank Jacobs and Jacobs Oil & Gas, Ltd., an entity controlled by Mr. Jacobs, which loans are described in greater detail above.

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Our business operations to date have been minimal, and until such time as we are able to develop the geothermal opportunities available to the Company, we anticipate such business operations remaining that way.

We currently rely on funds provided by Frank Jacobs, our officer and Director. Mr. Jacobs previously committed to provide us funding, pursuant to his letter dated January 20, 2008, until the effectiveness of our Registration Statement and to provide us funds for costs and fees associated with our quotation on the Over-The-Counter Bulletin Board. As both of these events have occurred, Mr. Jacobs no longer has any obligations to provide us funding. Moving forward, we anticipate Mr. Jacobs, will continue to provide us funding in the future; however, there are no assurances that he will.

We do not currently have any formal commitments or identified sources of additional capital from third parties or from our officers, directors or majority shareholders. We can provide no assurance that additional financing will be available on favorable terms, if at all. If we are not able to raise the capital necessary to continue our business operations, we may be forced to abandon or curtail our business plan and/or suspend our exploration activities.

In the future, we may be required to seek additional capital by selling additional debt or equity securities, selling assets, if any, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then shareholders. We provide no assurance that financing will be available in amounts or on terms acceptable to us, or at all.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations is based upon our unaudited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of any contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to uncollectible receivable, investment values, income taxes, the recapitalization and contingencies. We base our estimates on various assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Recently issued accounting pronouncements. The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flows.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. Our Principal Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q (the "Evaluation Date"), has concluded that as of the Evaluation Date, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting during the covered by this Quarterly Report on Form 10-Q, that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.

ITEM 1A. RISK FACTORS

The Company’s securities are highly speculative and should only be purchased by persons who can afford to lose their entire investment in us. You should carefully consider the following risk factors and other information in this report before deciding to become a holder of our common stock. If any of the following risks actually occur, our business and financial results could be negatively affected to a significant extent.

The Company's business is subject to the following Risk Factors (references to "our," "we," "Velocity" and words of similar meaning in these Risk Factors refer to the Company):

Risks Relating To Our Planned Business Operations

WE WILL NEED ADDITIONAL FINANCING TO CONTINUE OUR BUSINESS PLAN, WHICH FINANCING, IF WE ARE UNABLE TO RAISE MAY FORCE US TO SCALE BACK OR ABANDON OUR BUSINESS PLAN.

We anticipate the need for approximately of $50,000 of additional funding moving forward to support our operations and continue our business plan. Moving forward, we anticipate Frank Jacobs, our officer and Director and the Company’s largest shareholder, will continue funding us, although he has made no such commitments. We also hope to raise additional funds through the sale of debt and/or equity to enable us to implement our corporate plan.

We do not currently have any commitments or identified sources of additional capital from third parties or from our officers, directors or majority shareholders. If we are not able to raise the capital necessary to continue our business operations and/or we may be forced to abandon or curtail our business plan and/or suspend our business activities.

SHAREHOLDERS WHO HOLD UNREGISTERED SHARES OF COMMON STOCK COULD BE SUBJECT TO RESALE RESTRICTIONS PURSUANT TO RULE 144, DUE TO FINRA OR THE SEC STILL CONSIDERING THE COMPANY TO BE A “SHELL COMPANY”.

While the Company has taken the position that it is not a “shell company”, as outlined in a Form 8-K filing made by the Company in January 2009, FINRA or the SEC could put restrictions on the resale of unregistered shares of our common stock.

WE CURRENTLY HAVE NEGATIVE WORKING CAPITAL.

As stated above, we currently anticipate that we will be funded by our officer and Director, Frank Jacobs, moving forward, other than in connection with exploration investment, although he is not obligated to do such. Additionally, we will need to raise substantial additional capital to continue our business operations. Moving forward, we may be forced to raise such funds on unfavorable terms, if at all. Our failure to raise additional capital could diminish the value of our securities and/or cause them to become worthless.

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WE HAVE BEEN CONTACTED IN CONNECTION WITH VARIOUS MERGER AND ACQUISITION OPPORTUNITIES AND MAY CHOOSE TO ENTER INTO A MERGER AND/OR ACQUISITION TRANSACTION IN THE FUTURE.

We have been contacted by parties seeking to merge and/or acquire us. While we have no immediate plans to merge with or acquire any entity, in the event that we do enter into a merger and/or acquisition with a separate company in the future, our majority shareholders will likely change and new shares of common or preferred stock could be issued resulting in substantial dilution to our then current shareholders. As a result, our new majority shareholders will likely change the composition of our Board of Directors and replace our current management. The new management will likely change our business focus and we can make no assurances that our new management will be able to properly manage our direction or that this change in our business focus will be successful. If we do enter into a merger or acquisition, and our new management fails to properly manage and direct our operations, we may be forced to scale back or abandon our operations, which will cause the value of our common stock to decline or become worthless. We have not entered into any merger or acquisition agreements as of the date of this filing.

WE RELY HEAVILY ON FRANK A. JACOBS AND EDWARGO SETJADININGRAT, OUR OFFICERS AND DIRECTORS AND IF THEY WERE TO LEAVE, WE COULD FACE SUBSTANTIAL COSTS IN SECURING SIMILARLY QUALIFIED OFFICERS AND DIRECTORS.

Our success depends upon the personal efforts and abilities of Edwargo Setjadiningrat, our Chief Executive Officer, President and Director and Frank A. Jacobs, our Secretary and Director. Our ability to operate and implement our exploration activities is heavily dependent on the continued service of Mr. Setjadiningrat and Mr. Jacobs and will depend on our ability to attract qualified contractors and consultants on an as-needed basis. Additionally, we currently rely on Mr. Jacobs, to provide us funding for working capital and expenses, although he is not obligated to provide such funding.

We anticipate facing continued competition for such contractors and consultants, and may face competition for the services of Mr. Setjadiningrat and Mr. Jacobs in the future. We do not have an employment contract with Mr. Setjadiningrat and Mr. Jacobs, nor do we currently have any key man insurance on Mr. Setjadiningrat and Mr. Jacobs. Mr. Setjadiningrat and Mr. Jacobs are our driving force and are responsible for maintaining our relationships and operations. In addition to Mr. Setjadiningrat’s and Mr. Jacobs’s positions with the Company, they currently have additional employment outside of the Company, and as such, the amount of time they are able to spend on Company matters may be limited.

We cannot be certain that we will be able to retain Mr. Setjadiningrat and Mr. Jacobs and/or attract and retain contractors and consultants in the future. The loss of Mr. Setjadiningrat or Mr. Jacobs and/or our inability to attract and retain qualified contractors and consultants on an as-needed basis could have a material adverse effect on our business and operations.

BECAUSE OF THE SPECULATIVE NATURE OF OIL AND GAS EXPLORATION, THERE IS SUBSTANTIAL RISK THAT WE WILL NOT FIND ANY COMMERCIALLY EXPLOITABLE OIL OR GAS AND THAT OUR BUSINESS WILL FAIL.

The search for commercial quantities of oil as a business is extremely risky. We cannot provide investors with any assurance that we will be able to obtain properties in the future and/or that any properties we obtain will contain commercially exploitable quantities of oil and/or gas. Future exploration expenditures made by us, if any, may not result in the discovery of commercial quantities of oil and/or gas in any future properties we may acquire the rights to, and problems such as unusual or unexpected formations and other conditions involved in oil and gas exploration often result in unsuccessful exploration efforts. If we are unable to find commercially exploitable quantities of oil and gas, in any properties we may acquire in the future, and/or we are unable to commercially extract such quantities we may find in any properties we may acquire in the future, we may be forced to abandon or curtail our business plan, and as a result, any investment in us may become worthless.

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BECAUSE OF THE INHERENT DANGERS INVOLVED IN OIL AND GAS EXPLORATION, THERE IS A RISK THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS OPERATIONS, WHICH COULD FORCE US TO EXPEND A SUBSTANTIAL AMOUNT OF MONEY IN CONNECTION WITH LITIGATION AND/OR A SETTLEMENT.

The oil and natural gas business involves a variety of operating hazards and risks such as well blowouts, pipe failures, casing collapse, explosions, uncontrollable flows of oil, natural gas or well fluids, fires, spills, pollution, releases of toxic gas and other environmental hazards and risks. These hazards and risks could result in substantial losses to us from, among other things, injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, cleanup responsibilities, regulatory investigation and penalties and suspension of operations. In addition, we may be liable for environmental damages caused by previous owners of property purchased and leased by us in the future. As a result, substantial liabilities to third parties or governmental entities may be incurred, the payment of which could reduce or eliminate the funds available for the purchase of properties and/or property interests, exploration, development or acquisitions or result in the loss of our properties and/or force us to expend substantial monies in connection with litigation or settlements. As such, there can be no assurance that any insurance obtained by us in the future will be adequate to cover any losses or liabilities. We cannot predict the availability of insurance or the availability of insurance at premium levels that justify our purchase. The occurrence of a significant event not fully insured or indemnified against could materially and adversely affect our financial condition and operations. We may elect to self-insure if management believes that the cost of insurance, although available, is excessive relative to the risks presented. In addition, pollution and environmental risks generally are not fully insurable. The occurrence of an event not fully covered by insurance could have a material adverse effect on our financial condition and results of operations, which could lead to any investment in us becoming worthless.

WE REQUIRE SUBSTANTIAL ADDITIONAL FINANCING TO PURCHASE PROPERTIES AND BEGIN OUR EXPLORATION AND DRILLING ACTIVITIES, WHICH FINANCING IS OFTEN HEAVILY DEPENDENT ON THE CURRENT MARKET PRICE FOR OIL AND GAS, WHICH WE ARE UNABLE TO PREDICT.

Our growth and continued operations could be impaired by limitations on our access to capital markets. If the market for oil and/or gas were to weaken for an extended period of time, our ability to raise capital would be substantially reduced. There can be no assurance that capital from outside sources will be available, or that if such financing is available, that it will not involve issuing securities senior to the common stock or equity financings which will be dilutive to holders of common stock. Such issuances, if made, would likely cause a decrease in the value of our common stock.

THE MARKET FOR OIL AND GAS IS INTENSELY COMPETITIVE, AND AS SUCH, COMPETITIVE PRESSURES COULD FORCE US TO ABANDON OR CURTAIL OUR BUSINESS PLAN.

The market for oil and gas exploration services is highly competitive, and we only expect competition to intensify in the future. Numerous well-established companies are focusing significant resources on exploration and are currently competing with us for oil and gas opportunities. Additionally, there are numerous companies focusing their resources on creating fuels and/or materials which serve the same purpose as oil and gas, but are manufactured from renewable resources. As a result, there can be no assurance that we will be able to compete successfully or that competitive pressures will not adversely affect our business, results of operations and financial condition. If we are not able to successfully compete in the marketplace, we could be forced to curtail or even abandon our current business plan, which could cause any investment in us to become worthless.

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WE MAY NOT BE ABLE TO SUCCESSFULLY MANAGE OUR GROWTH, WHICH COULD LEAD TO OUR INABILITY TO IMPLEMENT OUR BUSINESS PLAN.

Our future growth is expected to place a significant strain on our managerial, operational and financial resources, especially considering that we currently only have two Directors and executive officers. Further, as we enter into contracts, we will be required to manage multiple relationships with various consultants, businesses and other third parties. These requirements will be exacerbated in the event of our further growth. There can be no assurance that our systems, procedures and/or controls will be adequate to support our operations or that our management will be able to achieve the rapid execution necessary to successfully implement our business plan. If we are unable to manage our growth effectively, our business, results of operations and financial condition will be adversely affected, which could lead to us being forced to abandon or curtail our business plan and operations.

THE PRICE OF OIL AND NATURAL GAS HAS HISTORICALLY BEEN VOLATILE AND IF IT WERE TO DECREASE SUBSTANTIALLY, OUR PROJECTIONS, BUDGETS, AND REVENUES, IF ANY, WOULD BE ADVERSELY EFFECTED, AND WE WOULD LIKELY BE FORCED TO MAKE MAJOR CHANGES IN OUR BUSINESS PLAN.

Our future financial condition, results of operations, if any, and the carrying value of our future oil and natural gas properties, if any, depend primarily upon the prices we will receive for our oil and natural gas production, if any in the future. Oil and natural gas prices historically have been volatile and likely will continue to be volatile in the future, especially given current world geopolitical conditions. Our cash flows from operations will be highly dependent on the prices that we receive for any oil and natural gas we may produce in the future.

This price volatility also affects the amount of our cash flows available for capital expenditures and our ability to borrow money or raise additional capital. The prices for oil and natural gas are subject to a variety of additional factors that are beyond our control. These factors include:

·	the level of consumer demand for oil and natural gas;

·	the domestic and foreign supply of oil and natural gas;

·	the ability of the members of the Organization of Petroleum Exporting Countries ("OPEC") to agree to and maintain oil price and production controls;

·	the price of foreign oil and natural gas;

·	domestic governmental regulations and taxes;

·	the price and availability of alternative fuel sources;

·	weather conditions;

·	market uncertainty due to political conditions in oil and natural gas producing regions, including the Middle East; and

·	worldwide economic conditions.

These factors as well as the volatility of the energy markets generally make it extremely difficult to predict future oil and natural gas price movements with any certainty. Declines in oil and natural gas prices would not only reduce our revenue due to the sale of oil and gas, if any, but could reduce the amount of oil and natural gas that we can produce economically, if any, and, as a result, could have a material adverse effect upon our financial condition, results of operations, oil and natural gas reserves and the carrying values of our future oil and natural gas properties, if any. If the oil and natural gas industry experiences significant price declines, we may be unable to make planned expenditures, among other things. If this were to happen, we may be forced to abandon or curtail our business operations, which would cause the value of an investment in us to decline in value, or become worthless.

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Risks Relating To The Company's Securities

WE CURRENTLY HAVE A SPORADIC, ILLIQUID, VOLATILE MARKET FOR OUR COMMON STOCK, AND THE MARKET FOR OUR COMMON STOCK MAY REMAIN SPORADIC, ILLIQUID, AND VOLATILE IN THE FUTURE.

On May 15, 2008, we obtained quotation for our common stock on the Over-The-Counter Bulletin Board (“OTCBB”) under the symbol VOIG.OB. Since this time, there has been a limited market for our common stock on the OTCBB that has been volatile, illiquid and sporadic and is subject to wide fluctuations in response to several factors, including, but not limited to:

(1)	actual or anticipated variations in our results of operations;

(2)	our ability or inability to generate new revenues;

(3)	increased competition;

(4)	conditions and trends in oil and gas industry; and

(5)	the market for oil and gas.

Furthermore, our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. These market fluctuations, as well as general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations may adversely affect the market price and liquidity of our common stock.

WE HAVE AN OUTSTANDING CONVERTIBLE PROMISSORY NOTE, WHICH ALLOWS THE HOLDERS THEREOF TO CONVERT THE AMOUNT OF SUCH NOTE INTO A SIGNIFICANT NUMBER OF THE COMPANY’S OUTSTANDING SHARES OF COMMON STOCK.

On June 1, 2007, we issued Capersia Pte. Ltd. (“Capersia”) an $8,000 Promissory Note to evidence an $8,000 loan we received from Capersia, which Promissory Note was amended in December 2007 (the “Note”). The Note had an effective date of June 13, 2007, and bears interest at the rate of 6% per annum until paid in full. The Note is payable on demand; however, Capersia has agreed to provide the Company at least one (1) year and one (1) day notice prior to the due date of such Note, and any amounts not paid when due accrue interest at the rate of 15% per annum. On or around November 7, 2008, the Promissory Note was amended to reflect an increased amount owed to the Company of $12,764. On or around August 20, 2009, we entered into an amendment to the Note, pursuant to which we agreed to amend the conversion price of the Note to $0.001 per share, and to allow Capersia to convert $1,000 of the amount owed under the Note into 1,000,000 shares of our common stock. On or around November 10, 2009, Capersia sold its entire interest in the Note (as described below) to Cascata Equity Management, Inc. (50%) (“Cascata”) and Seven Palm Investments, LLC. (50%) (“Seven Palm”). As of the filing of this report, neither Cascata nor Seven Palm has provided us notice of their intention to demand repayment of the Note or otherwise convert such Note into shares of our common stock. If the remaining approximately $11,764 of principal was converted into shares of the Company’s common stock, such Promissory Note would convert into 11,764,000 shares of common stock, representing approximately 48% of the Company’s then outstanding common stock, of which ½ of such converted Note or 5,882,000 shares would each be held by Cascata and Seven Palm.

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As such, in the event that Cascata or Seven Palm converts their portion of the Promissory Note and provides the Company one year and one day notice, or in the event the Company waives such notice (which it has previously done in connection with the conversion of $1,000 of the Promissory Note), Cascata or Seven Palm would own a significant amount of our securities and along with its prior ownership in the Company.

OUR AUDITORS HAVE EXPRESSED A CONCERN ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

Our auditors, in our audited financial statements, expressed a concern about our ability to continue as a going concern. We had a working capital deficit of $136,428 and had an accumulated deficit of $421,188 as of September 30, 2009. For the nine months ended September 30, 2009, we had a net loss of $134,204, and we have not generated any revenues to date. These factors raise substantial doubt as to whether we will be able to continue as a going concern. The attached financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should we be unable to continue as a going concern.

NEVADA LAW AND OUR ARTICLES OF INCORPORATION AUTHORIZE US TO ISSUE SHARES OF PREFERRED STOCK, WHICH SHARES MAY HAVE RIGHTS AND PREFERENCES GREATER THAN OUR CURRENTLY OUTSTANDING COMMON STOCK.

Pursuant to our Articles of Incorporation, we have 100,000,000 shares of common stock and 10,000,000 shares of preferred stock authorized, including 1,000 shares of Series A Preferred Stock designated and 2,000,000 shares of Series B Preferred Stock designated. As of November 17, 2009, we had 12,620,500 shares of common stock issued and outstanding and one share of Series A preferred stock issued and outstanding (although we have a pending subscription to purchase an aggregate of 1,000 shares of our Series A Preferred Stock, as described above). As a result, our Board of Directors has the ability to issue a large number of additional shares of common stock without shareholder approval, which if issued would cause substantial dilution to our then shareholders. Additionally, shares of preferred stock may be issued by our Board of Directors without shareholder approval with voting powers, and such preferences and relative, participating, optional or other special rights and powers as determined by our Board of Directors. We currently have shares of Series A Preferred Stock designated, which shares provide the holder thereof to vote on all shareholder matters equal to fifty-one percent (51%) of the total vote on such matters. Because the Board of Directors is able to designate the powers and preferences of the preferred stock without the vote of a majority of the Company's shareholders, shareholders of the Company will have no control over what designations and preferences the Company's preferred stock will have. The holder of the shares of Series A Preferred Stock, currently Travel Engine, as described below, will exercise voting control over the Company. As a result of this, the Company's shareholders will have no control over the designations and preferences of the preferred stock and as a result the operations of the Company and the issuance of shares of common stock and/or preferred stock may cause the value of our securities to decrease and/or become worthless.

TRAVEL ENGINE SOLUTIONS, LLC, BENEFICIALLY OWNS OUR OUTSTANDING SHARES OF SERIES A PREFERRED STOCK AND THEREFORE EXERCISES MAJORITY CONTROL OVER CORPORATE DECISIONS INCLUDING THE APPOINTMENT OF NEW DIRECTORS.

On or around November 10, 2009, Travel Engine Solutions, LLC, which is beneficially owned by Matt Krieg and Konstantin Derenstein (“Travel Engine”) subscribed for 1,000 shares of our Series A Preferred Stock (the “Series A Shares”) for aggregate consideration of $175,000. A total of $50,000 of the funds for the Series A Shares was received immediately and pursuant to the terms of the Subscription Agreement, we agreed to issue Travel Engine one share of Series A Preferred Stock in connection with such payment, which share (the “Series A Preferred Share”) is to be held in trust until such time as Travel Engine has paid the remaining $125,000 due pursuant to the terms of the Subscription Agreement (the “Additional Consideration”). In the event the Additional Consideration is not paid, other than because the Company failed to meet the Requirements (defined below), the Series A Preferred Share is to be redeemed for $100 and the Company is to retain the $50,000 initial payment as liquidated damages. While held in trust, Travel Engine has the right to vote the Series A Preferred Share (which has the right to vote 51% of the Company’s outstanding voting securities).

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Accordingly, Travel Engine will exercise control in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. Any investors who purchase shares will be minority shareholders and as such will have little to no say in the direction of the Company and the election of Directors. Additionally, it will be difficult if not impossible for investors to remove our current officers and Directors, or any other Director that Travel Engine may appoint. As a potential investor in the Company, you should keep in mind that even if you own shares of the Company's common stock and wish to vote them at annual or special shareholder meetings, your shares will likely have little effect on the outcome of corporate decisions.

IF WE ARE LATE IN FILING OUR QUARTERLY OR ANNUAL REPORTS WITH THE SEC, WE MAY BE DE-LISTED FROM THE OVER-THE-COUNTER BULLETIN BOARD.

Pursuant to Over-The-Counter Bulletin Board ("OTCBB") rules relating to the timely filing of periodic reports with the SEC, any OTCBB issuer which fails to file a periodic report (Form 10-Q's or 10-K's) by the due date of such report (not withstanding any extension granted to the issuer by the filing of a Form 12b-25), three (3) times during any twenty-four (24) month period is automatically de-listed from the OTCBB. Such removed issuer would not be re-eligible to be listed on the OTCBB for a period of one-year, during which time any subsequent late filing would reset the one-year period of de-listing. If we are late in our filings three times in any twenty-four (24) month period and are de-listed from the OTCBB, our securities may become worthless and we may be forced to curtail or abandon our business plan.

INVESTORS MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF OUR COMMON STOCK DUE TO FEDERAL REGULATIONS OF PENNY STOCKS.

Our common stock will be subject to the requirements of Rule 15(g)9, promulgated under the Securities Exchange Act as long as the price of our common stock is below $5.00 per share. Under such rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements, including a requirement that they make an individualized written suitability determination for the purchaser and receive the purchaser's consent prior to the transaction. The Securities Enforcement Remedies and Penny Stock Reform Act of 1990, also requires additional disclosure in connection with any trades involving a stock defined as a penny stock. Generally, the Commission defines a penny stock as any equity security not traded on an exchange or quoted on NASDAQ that has a market price of less than $5.00 per share. The required penny stock disclosures include the delivery, prior to any transaction, of a disclosure schedule explaining the penny stock market and the risks associated with it. Such requirements could severely limit the market liquidity of the securities and the ability of purchasers to sell their securities in the secondary market.

IN THE FUTURE, WE WILL INCUR SIGNIFICANT INCREASED COSTS AS A RESULT OF OPERATING AS A FULLY REPORTING COMPANY IN CONNECTION WITH SECTION 404 OF THE SARBANES OXLEY ACT, AND OUR MANAGEMENT WILL BE REQUIRED TO DEVOTE SUBSTANTIAL TIME TO NEW COMPLIANCE INITIATIVES.

Moving forward, we anticipate incurring significant legal, accounting and other expenses in connection with our status as a fully reporting public company. The Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and new rules subsequently implemented by the SEC have imposed various new requirements on public companies, including requiring changes in corporate governance practices. As such, our management and other personnel will need to devote a substantial amount of time to these new compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls for financial reporting and disclosure of controls and procedures. In particular, commencing in calendar 2009 (one year after we began publicly reporting), we must perform system and process evaluation and testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting, and in fiscal 2010, to allow our independent registered public accounting firm to report on the effectiveness of our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our testing, or the subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. Our compliance with Section 404 will require that we incur substantial accounting expense and expend significant management efforts. We currently do not have an internal audit group, and we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

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STATE SECURITIES LAWS MAY LIMIT SECONDARY TRADING, WHICH MAY RESTRICT THE STATES IN WHICH AND CONDITIONS UNDER WHICH YOU CAN SELL SHARES.

Secondary trading in our common stock will not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In October 2009, we agreed to issue 1,000,000 shares of common stock to Capersia Pte Ltd. (“Capersia”), in connection with the conversion by Capersia of $1,000 of the amount outstanding under a Promissory Note held by Capersia. We claim an exemption from registration offered by Section 4(2) of the Act since the foregoing issuance will not involve a public offering, the recipient will take the shares for investment and not resale and we will take appropriate measures to restrict transfer.

In November 2009, in connection with the Subscription Agreement (described below), the Company agreed to issue one share of Series A Preferred Stock to Travel Engine (as defined below) in consideration for partial payment of $50,000 received in connection with the subscription for 1,000 shares of our Series A Preferred Stock for $175,0000. We claim an exemption from registration offered by Section 4(2) of the Act since the foregoing issuance will not involve a public offering, the recipient will take the shares for investment and not resale and we will take appropriate measures to restrict transfer.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5. OTHER INFORMATION

On or around November 10, 2009, Travel Engine Solutions, LLC (“Travel Engine”) subscribed for 1,000 shares of our Series A Preferred Stock (the “Series A Shares”) for aggregate consideration of $175,000. A total of $50,000 of the funds for the Series A Shares was received immediately and pursuant to the terms of the Subscription Agreement, we agreed to issue Travel Engine one share of Series A Preferred Stock in connection with such payment, which share (the “Series A Preferred Share”) is to be held in trust until such time as Travel Engine has paid the remaining $125,000 due pursuant to the terms of the Subscription Agreement (the “Additional Consideration”). In the event the Additional Consideration is not paid, other than because the Company failed to meet the Requirements (defined below), the Series A Preferred Share is to be redeemed for $100 and the Company is to retain the $50,000 initial payment as liquidated damages. While held in trust, Travel Engine has the right to vote the Series A Preferred Share (which has the right to vote 51% of the Company’s outstanding voting securities).

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Additional “Requirements” which must be met prior to Travel Engine paying the Additional Consideration include that the Company shall have no liabilities, shall not be party to any litigation (threatened or pending), shall not have any convertible securities outstanding (other that a convertible note currently held by Capersia Pte. Ltd.), the Company shall have filed this Form 10-Q (the “Form 10-Q”), the Company shall not have indicated that it is a “shell company” in the Form-Q, the Company shall have obtained the resignation of its current officers and Directors (along with representations from such officers and Directors that no fees or other compensation are due to such officers and Directors), and Frank Jacobs, the Company’s current Director shall have entered into a lock-up agreement, approved by Travel Engine, pursuant to which Mr. Jacobs will agree not to sell any Company securities for a period of one (1) year.

Additionally, on or around November 10, 2009, Capersia Pte. Ltd. (“Capersia”) sold its entire interest in the Note (as described below) to Cascata Equity Management, Inc. (50%) and Seven Palm Investments, LLC. (50%).

Change in Control:

Travel Engine is beneficially owned by Matt Krieg and Konstantin Derenstein, and as a result of the entry into the Subscription Agreement and the transactions described above, Matt Krieg and Konstantin Derenstein obtained voting control over the Company.

ITEM 6. EXHIBITS

Exhibit Number	Description of Exhibit

Exhibit 3.1(1)	Articles of Incorporation

Exhibit 3.2(5)	Certificate of Designations of Series A Preferred Stock

Exhibit 3.3(5)	Certificate of Designations of Series B Preferred Stock

Exhibit 3.4(1)	Bylaws

Exhibit 10.1(1)	Acquisition & Participation Agreement with Polaris Holdings, Inc.

Exhibit 10.2(1)	$8,000 Promissory Note with Capersia Pte. Ltd.

Exhibit 10.3(1)	Amendment to Acquisition & Participation Agreement

Exhibit 10.4(2)	Assignment of Membership Interests

Exhibit 10.5(2)	Assignment of Production Payment

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Exhibit 10.6(2)	Purchase and Sale Agreement By and Between Entek USA Inc. and Velocity Oil & Gas, Inc.

Exhibit 10.7(+)(3)	Amended and Restated Participation Agreement between South Marsh, Ridgelake and GulfX

Exhibit 10.8(2)	Amendment to Amended and Restated Participation Agreement

Exhibit 10.14(3)	Amended Promissory Note with Capersia

Exhibit 10.15(3)	Letter Agreement Regarding Terms of Jacobs Oil & Gas, Inc. Advances

Exhibit 10.16(3)	Letter Agreement Regarding Terms of Jacobs Oil & Gas, Inc. Advances

Exhibit 10.17(4)	Assignment agreement with Ridgelake Energy, Inc.

Exhibit 10.18(6)	Second Amendment to Promissory Note with Capersia
Exhibit 10.19(6)	Third Amendment to Promissory Note with Capersia

Exhibit 99.1(3)	Letter From Frank Jacobs

Exhibit 31*	Certificate of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32*	Certificate of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Filed as an exhibit to this report.

+ Includes all material exhibits of the Amended and Restated Participation Agreement between South Marsh, Ridgelake and GulfX.

(1) Filed as an exhibit to our Form SB-2 Registration Statement filed with the Commission on October 1, 2007, and incorporated herein by reference.

(2) Filed as an exhibit to our Form SB-2 Registration Statement filed with the Commission on December 21, 2007, and incorporated herein by reference.

(3) Filed as an exhibit to our Form S-1 Registration Statement filed with the Commission on March 21, 2008, and incorporated herein by reference.

(4) Filed as an exhibit to our Form 8-K Report filed with the Commission on November 10, 2008, and incorporated herein by reference.

(5) Filed as an exhibit to our Form 8-K filed with the Commission on June 19, 2009, and incorporated herein by reference.

(6) Filed as an exhibit to the Company’s Post Effective Form S-1 Registration Statement, filed with the Commission on October 28, 2009, and incorporated herein by reference.

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SIGNATURES

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

	VELOCITY OIL & GAS, INC.

DATED: November 20, 2009	By: /s/ Edwargo Setjadiningrat
	Edwargo Setjadiningrat
	President (Principal Executive Officer)
	And Principal Financial Officer

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Positive
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Generation Zero (GNZR) Inactive 10-Q2009 Q3 Quarterly report

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