AVALON ENERGY CORP. (Form: 10KSB, Received: 03/13/2006 16:38:15)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 2



(Mark One)
þ		Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
		For the fiscal year ended December 31, 2000
or
o		Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
		For the transition period from to

Commission file number 0-31423

FRIENDLY ENERGY EXPLORATION

(Exact name of Small Business Issuer as specified in its charter)


Nevada		91-1832462
(State of incorporation)		(I.R.S. employer identification no.)


502 North Division Street, Carson City, NV		89703
(Address of principal executive offices)		(Zip code)

702-953-0411

(Registrant’s telephone number, including area code)

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

Common Stock, par value $.001 per share

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

None

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

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

Indicate by check mark if 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 o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is contained herein, and no disclosure will be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See 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 o No x

On December 31 2000 the aggregate market value of the voting and non-voting common equity held by non-affiliates of the issuer was approximately $8,879,000 computed by reference to the price at which the common equity was last transacted on that date.

On December 31, 2000, the issuer had 12,684,973 shares of Common Stock, $0.001 par value issued and outstanding.

No documents are incorporated by reference except for “Exhibit 1: Responses to S.E.C. Staff Comments and Amended Form 10-SB” which was appended at the end of the original form 10KSB for 2000; this Exhibit 1 may be viewed with the original form 10KSB for 2000.

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This Amendment No. 2 is being filed in February 2010. The following changes were made: (a) the format has been changed from the 10-KSB format to the 10-K format; (b) the “Subsequent Events” Note was changed to show there were no subsequent events to be disclosed, (c) Item 8A: Evaluation of Disclosure Controls & Procedures, now Item 9A, has been revised to show that our disclosure controls and procedures were not effective since we did not file by the required date; (d) Item 8A: Management’s Report on Internal Control over Financial Reporting (ICFR), now Item 9A, has been revised to show that no report by management is required for 2000, that our ICFR was not effective in 2000 since we did not file by the required date, and that the effectiveness of our ICFR was not audited. Note that although the Company changed its name from Friendly Energy Corporation to Friendly Energy Exploration in 2008, the Financial Statements and Notes use the Friendly Energy Corporation name since this was the name at the time the Financial Statements and Notes were prepared and audited. Also note that, although the Company is now an “exploration stage” company (since the Company changed its business to oil & gas development and operations in 2005), the Financial Statements and Notes show the Company as a “development stage” company since this was appropriate for the period of the Financial Statements and Notes.

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PART I

ITEM 1. BUSINESS.

Our Background . Friendly Energy Corporation was formed under the laws of the State of Nevada on January 7, 1993 under the name Eco-Systems Marketing. Eco-Systems subsequently changed its name to Rama Financial Corporation. An amendment to the Articles of Incorporation was filed changing the corporate name to Friendly Energy Corporation.

Friendly Energy Corporation was originally incorporated to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Nevada. Friendly Energy Corporation, from its inception in 1993 to now, was engaged primarily in establishing itself as an electric service provider to California customers.

Our Business. The Company is in the business of selling electric power and related services to small and medium sized businesses in a newly deregulated California market. The Company operations have been limited to general administrative operations. It is considered a development stage company in accordance with Statement of Financial Accounting Standards No. 7.

The Company qualified as an electric service provider with San Diego Gas & Electric on January 10, 2000, Southern California Edison on May 15, 2000 and Pacific Gas & Electric on May 18, 2000. The Company has also prepared an application to become a registered alternative service provider in Nevada.

In marketing power to business and industry owners, the Company plans to offer a comprehensive package of services to earn additional revenue, including meter services, demand management services and audit services.

The primary sources of the Company’s revenues are anticipated to be from the resale of energy purchased on a wholesale basis and from the sale of other services.

ITEM 1A. RISK FACTORS

In evaluating the Company, careful consideration should be given to the following risk factors, in addition to the other information included or incorporated by reference in this annual report. In addition, the "Forward-Looking Statements" located in this Form 10-KSB describe additional uncertainties associated with our business and the forward-looking statements included or incorporated by reference. Each of these risk factors could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our common stock.

Accumulated Losses

To date the Company's operations have not generated operating cash flows to provide working capital for the Company's ongoing overhead, the funding of marketing activities and the completion of its Electronic Data Interface (EDI) system for billing customers. Without adequate financing, the Company may not be able to successfully develop any prospects that it acquires or achieve profitability from its operations in the near future or at all.

During the year ended December 31, 2000, Friendly incurred a net loss of $1,035,017 and as of December 31, 2000 has an accumulated deficit of $1,704,135.

We could be adversely impacted by changes in the electric energy market.

The market for electric energy and related services is characterized by rapidly changing relationships among the generators, the utilities which provide transmission and distribution, and the electric service provider resellers (such as the Company) due to ongoing deregulation of the electric energy markets. In addition, the market for electric energy is characterized by seasonality. Therefore, the Company’s success is dependent upon its ability to develop favorable relationships with generators and utilities and to identify, anticipate and adapt to changes in the industry.

There can be no assurance that competitors will not market electric energy services and related products that have certain competitive advantages over those of the Company. Furthermore, the markets for the Company’s products may be particularly volatile due to the changing industry brought about by deregulation. The Company will rely on the experience of its management team to make strategic decisions with respect to its operations. In addition, the Company will rely on experienced consultants, which it has engaged in the areas of electric deregulation and EDI systems.

New government regulation could increase our costs.

The sale of electric energy services is subject to a variety of federal, state and local government regulations. At the federal level, the Federal Energy Regulatory Commission ("FERC") regulates the purchase and sale of energy and power. The individual state’s Public Utilities Commissions regulate utilities and other purchasers and sellers of power at the state level. Deregulation of electric energy in California and other states has greatly reduced government regulations, but new regulations could be imposed.

As of now the Company does not require specific governmental approvals at the federal level to transact business as an Electric Service Provider. The Company does not require governmental approvals from the State of California to transact business as an Electric Service Provider since it does not intend to sell to residential customers. An application has been prepared by the Company to become a registered alternative service provider in Nevada. The Company will apply for any necessary governmental approvals in other states as requirements are established.

Our prices may be impacted adversely by new taxes.

The federal, state and local governments in which we operate impose taxes on the electric energy services we sell. Changes in tax laws could adversely affect future revenue.

Financing Risks

The Company has relied in the past primarily on the sale of equity capital, shareholder loans and other similar types of transactions to fund working capital. Failure to generate operating cash flow or to obtain additional financing for the development of the Company's could adversely affect operations.

Risks Associated with Management of Growth

Because of its small size, the Company’s growth in accordance with its business plans, if achieved, will place a significant strain on its financial, technical, operation and management resources. The failure to continue to upgrade our technical, administrative, operating and financial control systems or the occurrence of unexpected expansion difficulties, including the recruitment and retention of experienced managers, could have a material adverse effect on its business, financial condition and results of operations and its ability to timely execute its business plan.

Conflicts of Interest

Certain of the officers and directors of the Company Energy will also serve as directors of other companies or have significant shareholdings in other companies. To the extent that such other companies participate in ventures in which Friendly Energy may participate, or compete for prospects or financial resources with Friendly Energy, these officers and directors of Friendly Energy will have a conflict of interest in negotiating and concluding terms relating to the extent of such participation. In the event that such a conflict of interest arises at a meeting of the board of directors, a director who has such a conflict must disclose the nature and extent of his interest to the board of directors and abstain from voting for or against the approval of such participation or such terms.

In accordance with the laws of the State of Nevada, the directors of Friendly Energy are required to act honestly and in good faith with a view to the best interests of the Company. In determining whether or not the Company will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.

ITEM 2. PROPERTIES .

As of the dates specified in the following table, Friendly Energy Corporation held the following property in the following amounts:

Property

December 31, 2000

December 31, 1999

----------------------------------------------------------------------------------------------------

Cash and equivalents

-$1,485

$8,687

Equipment

$29,937

$23,392

Subsidiary Investment

$442,800

$-0-

Friendly Energy Corporation defines cash equivalents as all highly liquid investments with a maturity of 3 months or less when purchased. Friendly Energy Corporation does not presently own any interests in real estate.

Facilities. Friendly Energy Corporation does not own any real or personal property nor does the Company currently lease any office space.

ITEM 3. LEGAL PROCEEDINGS.

NONE

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

NONE

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

As at December 31, 2000 there were approximately 665 holders of the outstanding shares of the Friendly Energy Corporation's $0.001 par value common stock. Friendly Energy Corporation participates in the PinkSheets Electronic Quotation System maintained by the National Association of Securities Dealers, Inc., under the trading symbol "FDEG". There is only a limited history of public trading of the Registrant's common stock; the sponsoring broker-dealer began trading on July 10, 2000. The Friendly Energy Corporation's common stock has closed at:

Quarter

High

Low

2000 Third Quarter

$2.25

$0.50

2000 Fourth Quarter

$0.75

$0.70

Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

The public may read and copy any materials filed with the SEC at the SEC's Public Reference Room at 450 Fifth Street NW, Washington, D.C. 20549. The public may also obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The

SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is http://www.sec.gov.

Common Stock . Friendly Energy Corporation is authorized to issue 100,000,000 shares of common stock, $.001 par value, each share of common stock having equal rights and preferences, including voting privileges. The shares of $.001 par value common stock of Friendly Energy Corporation constitute equity interests in Friendly Energy Corporation entitling each shareholder to a pro rata share of cash distributions made to shareholders, including dividend payments. As of December 31, 2000, 12,684,973 shares of the Friendly Energy Corporation's common stock were issued and outstanding.

The holders of Friendly Energy Corporation's common stock are entitled to one vote for each share of record on all matters to be voted on by shareholders. There is no cumulative voting with respect to the election of directors of Friendly Energy Corporation or any other matter, with the result that the holders of more than 50% of the shares voted for the election of those directors can elect all of the Directors.

The holders of Friendly Energy Corporation's common stock have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to Friendly Energy Corporation's common stock. All of the outstanding shares of Friendly Energy Corporation's common stock are duly authorized, validly issued, fully paid and non-assessable.

Dividends . The holders of the Friendly Energy Corporation's common stock are entitled to receive dividends when, as and if declared by Friendly Energy Corporation's Board of Directors from funds legally available therefore; provided, however, that cash dividends are at the sole discretion of Friendly Energy Corporation's Board of Directors. In the event of liquidation, dissolution or winding up of Friendly Energy Corporation, the shareholders of common stock are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities of Friendly Energy Corporation and after provision has been made for each class of stock, if any, having preference in relation to Friendly Energy Corporation's common stock.

Friendly Energy Corporation has never declared or paid any dividends on its common stock. Friendly Energy Corporation does not intend to declare or pay any dividends in the foreseeable future.

Sales of Securities

2000 Stock Transactions

During the year ended December 31, 2000, the Company sold no common shares.

2000 Stock Options

During the year ended December 31, 2000, the Company issued no stock options.

ITEM 6. SELECTED FINANCIAL DATA.

This item is not required by smaller reporting companies.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This following information specifies certain forward-looking statements of management of the company. Forward-looking statements are statements that estimate the happening of future events are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as "may", "shall", "will", "could", "expect", "estimate", "anticipate", "predict", "probable", "possible", "should", "continue", or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

Liquidity and Capital Resources.

For the year ended December 31, 2000, we had total assets of $473,412, compared to total assets in 1999 of $36,233. The increase in assets was due to the purchase of a subsidiary, Friendly Energy Services, Inc. At December 31, 2000, we had current liabilities of $271,412 which

was represented by accounts payable, payroll liabilities, judgment payable, deferred salaries, interest payable and loans payable. At December 31, 1999 we had current liabilities of $26,091. The increase in liabilities was due primarily to loans payable. At December 31, 2000, we had a working capital deficit of $202,000 (1999 - $10,141).

We do not believe that our current cash resources will be able to maintain our current operations for an extended period of time. We will be required to raise additional funds or arrange for additional financing over the next 12 months to adhere to our development schedule. No assurance can be given, however, that we will have access to additional cash in the future, or that funds will be available on acceptable terms to satisfy our working capital requirements. If we are not able to arrange for additional funding or if our officers, directors and shareholders stop advancing funds to us, we may be forced to make other arrangements for financing such as loans or entering into strategic alliances. We have not identified any alternative sources of financing.

Results of Operations

We have not yet realized any revenue from operations to date. During the year ended December 31, 2000 the loss from operations is $1,035,017 (1999 - $550,309). This increase in loss was due primarily to payroll expense, professional services and rent. From inception to December 31, 2000 Friendly Energy Corporation has incurred cumulative net losses of $1,704,135.

The cash and equivalents constitute our present internal sources of liquidity.

Because we are not generating any significant revenues, our only external source of liquidity is the sale of our capital stock and any advances from officers, directors or shareholders.

Our Plan of Operation for the Next Twelve Months

We anticipate that we will need to raise additional capital within the next 12 months in order to continue as a going concern. The Company is in the process of raising capital to fund further development. To the extent that additional capital is raised through the sale of equity or equity- related securities, the issuance of such securities could result in dilution of stockholders. There can be no assurance that additional funding will be available on favorable terms, if at all. If adequate funds are not available within the next 12 months, we may be required to curtail our operations significantly or to obtain funds through entering into arrangements with collaborative partners or others that may require us to relinquish rights to certain of our assets that we would not otherwise relinquish.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

This item is not required by smaller by smaller reporting companies.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Friendly Energy Corp.

(A Development Stage Company)

Carson City, Nevada

We have audited the accompanying balance sheets of Friendly Energy Corp. (A Developmental Stage Company) as of December 31, 2000, and the related statements of operations, stockholders' equity, and cash flows for the years ended December 31, 2000 and for the period from January 7, 1993 (Date of Inception) through December 31, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, based on our audit, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2000 and the results of its operations and its cash flows for the years ended December 31, 2000 and, and for the period from January 7, 1993 (Date of Inception) through December 31, 2000, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered losses from operations, all of which raise substantial doubt about its ability to continue as a going concern. Management's plans in regards to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ De Joya Griffith & Company, LLC

De Joya Griffith & Company, LLC

September 12, 2006

Henderson, Nevada

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors

Friendly Energy Corporation

(A Development Stage Company)

We have audited the accompanying balance sheets of Friendly Energy Corporation at December 31, 1999 and 1998, and the related statements of changes in stockholders' equity, operations, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Friendly Energy Corporation at December 31, 1999 and 1998, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. However, the Company has minimal capital resources presently available to meet obligations that normally can be expected to be incurred by similar companies, and with which to carry out its planned activities. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regard to this matter are discussed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Boros & Farrington, P.C.

Boros & Farrington, P.C.

San Diego, California

May 16, 2000

FRIENDLY ENERGY CORP.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEET


			December 31, 2000	December 31, 1999

ASSETS

Current assets
	Cash and cash equivalents		$ (1,485)	$ 8,687
	Advances		2,160	4,154
		Total current assets	675	12,841

Other Assets
	Property and equipment, net		29,937	23,392
	Investment		442,800	-
		Total Other Assets	472,737	23,392

Total Assets			$ 473,412	$ 36,233

LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES
Current liabilities
	Accounts Payable		$ 73,400	$ 11,561
	Payroll Tax Liabilities		39,268	13,815
	Loan Payable		121,759	717
	Loans Payable-Related Parties		36,985	-
		Total current liabilities	271,412	26,092

		Total liabilities	271,412	26,092

STOCKHOLDERS' DEFICIT
	Common stock, $0.001 par value; 100,000,000 shares
		authorized, 12,684,973 and 12,684,973 shares,
		respectively, issued and outstanding	12,685	12,685
	Preferred Stock, $0.001 par value, 10,000,000 shares
		authorized, 484,181 and 151,883 shares,	484	152
		respectively, issued and outstanding
	Additional paid-in capital		1,891,966	666,123
	Accumulated deficit in the develoment stage		(1,703,135)	(668,819)
		Total stockholders' deficit	202,000	10,141

		Total liabilities and stockholders' deficit	$ 473,412	$ 36,233

See Accompanying Notes to Consolidated Financial Statements

FRIENDLY ENERGY CORP.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS


					From Inception
					(January 7, 1993)
			For the year ended	For the year ended	through
			December 31, 2000	December 31, 1999	December 31, 2000

Revenue			$ -	$ -	$ -

Operating expenses
	Depreciation		5,119	2,739	7,858
	Legal Fees		25,446	29,464	56,160
	Payroll Expenses		168,682	44,546	213,228
	Professional Fees		320,769	248,000	654,845
	Rent		212,619	69,791	282,410
	Stock Based Compensation		138,375	18,450	156,825
	Telephone		14,663	11,792	26,455
	Travel & Entertainment		51,993	75,873	127,866
	General and administrative		97,351	49,654	177,189

		Total operating expenses	1,035,017	550,309	1,702,835

		Loss from operations	(1,035,017)	(550,309)	(1,702,835)

Other income (expenses):
	Interest Expense		(300)	-	(300)
		Total other income (expenses)	(300)	-	(300)

		Loss before provision for income taxes	(1,035,317)	(550,309)	(1,704,135)
Provision for income taxes			-	-	-

		Net loss	$ (1,035,317)	$ (550,309)	$ (1,704,135)



Basic and diluted loss per common share			$ (0.08)	$ (0.04)	$ (0.32)

Basic and diluted weighted average
	common shares outstanding		12,684,973	12,539,717	5,301,502

See Accompanying Notes to Consolidated Financial Statements

FRIENDLY ENERGY CORP.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS’ DEFICIT


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

Balance at December 31, 1998	12,731,223	12,731	0	0	105,779	(118,510)	0

Cancellation of common stock	(46,250)	(46)	0	0	46	0	0

Preferred shares issued for debt settlement, $3.69 per share	0	0	146,883	147	541,853	0	542,000

Preferred shares issued for services, $3.69 per share	0	0	5,000	5	18,445	0	18,450

Net loss	0	0	0	0	0	(550,309)	(550,309)

Balance at December 31, 1999	12,684,973	12,685	151,883	152	666,123	(668,819)	10,141

Preferred shares issued for debt settlement, $3.69 per share	0	0	174,798	175	645,826	0	645,000

Issuance of stock related to merger with Friendly Energy Services, Inc., $3.69 per share	0	0	120,000	120	442,680	0	442,800

Preferred shares issued for services, $3.69 per share	0	0	37,500	37	138,338	0	138,375

Net loss	0	0	0	0	0	(1,034,316)	(1,034,316)

Balance at December 31, 2000	12,684,973	12,685	484,181	484	1,892,967	(1,703,135)	202,000

See Accompanying Notes to Consolidated Financial Statements

FRIENDLY ENERGY CORP.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS


						From Inception
						(January 7, 1993)
				For the year ended	For the year ended	through
				December 31, 2000	December 31, 1999	December 31, 2000
Cash flows from operating activities:
	Net loss			$ (1,035,317)	(550,309)	(1,704,135)
	Adjustments to reconcile net loss to			-	-	-
	net cash used by operating activities:			-	-	-
		Depreciation		5,119	2,739	7,858
		Stock Based Compensation		138,375	18,450	(61,635)
		Impairment Loss		-	-	-
	Changes in operating assets and liabilities:			-	-	-
		Accounts Payable		62,091	11,309	75,099
		Advances		1,994	(4,154)	(2,160)
		Interest Payable		-	-	-
		Notes		-	-	-
		Payroll Liabilities		25,453	13,815	39,268
		Loans Payable		121,042	717	121,060
			Net cash used by operating activities	(681,243)	(507,433)	(1,524,646)
				-	-	-
Cash flows from investing activities:				-	-	-
	Purchase of property and equipment			(11,664)	(26,131)	(37,795)
	Investment			(442,800)	-	(442,800)
			Net cash used by investing activities	(454,464)	(26,131)	(480,595)
				-	-	-
Cash flows from financing activities:				-	-	-
	Proceeds from issuance of common stock			1,000	-	112,970
	Proceeds from issuance of preferred stock			1,087,800	542,000	1,853,800
	Proceeds on borrowings from related parties			36,985	-	36,985
			Net cash provided by financing activities	1,125,785	542,000	2,003,755
				-	-	-
Net increase in cash				(9,921)	8,436	(1,485)
				-	-	-
Cash, beginning of period				8,436	-	-
				-	-	-
Cash, end of period				$ (1,485)	$ 8,436	$ (1,485)

See Accompanying Notes to Consolidated Financial Statements

FRIENDLY ENERGY CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS - 2000

DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES

Description of business and history – Friendly Energy Corp., Nevada corporation, (hereinafter referred to as the “Company” or “Friendly Energy”) was incorporated in the State of Nevada on January 7, 1993. The company is in the business of selling electric power and related services to small and medium sized businesses in the newly deregulated California market. The Company operations have been limited to general administrative operations and is considered a development stage company in accordance with Statement of Financial Accounting Standards No. 7.

Management of Company – The company filed its articles of incorporation with the California Secretary of State on January 7, 1993, indicating G. Alfred Roensch as the incorporator.

The company filed its annual list of officers and directors with the California Secretary of State on January 7, 1993, indicating its President is G. Alfred Roensch and its Secretary and Treasurer is Owen Stephenson and were both listed as directors on this filing. The current President is Craig Morton and the current Secretary and Treasurer is Donald Trapp.

Going concern – The Company incurred net losses of approximately $1,704,135 from the period of January 7, 1993 (Date of Inception) through December 31, 2000 and has commenced its operations on a limited basis. However, it is still in the development stages, raising substantial doubt about the Company’s ability to continue as a going concern. The Company may seek additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives.

The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company’s plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Year end – The Company’s yearend is December 31.

Principles of consolidation – The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated.

Use of estimates – The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Property and equipment – Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which are generally 3 to 27 years. The amounts of depreciation provided are sufficient to charge the cost of the related assets to operations over their estimated useful lives.

The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability.

Income taxes – The Company accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

Management feels the Company will have a net operating loss carryover to be used for future years. Such losses may not be fully deductible due to the significant amounts of non-cash service costs. The Company has not established a valuation allowance for the full tax benefit of the operating loss carryovers due to the uncertainty regarding realization.

Net loss per common share – The Company computes net loss per share in accordance with SFAS No. 128, Earnings per Share (SFAS 128) and SEC Staff Accounting Bulletin No. 98 (SAB 98). Under the provisions of SFAS 128 and SAB 98, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common

stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is antidilutive.

Concentration of risk – A significant amount of the Company’s assets and resources are currently dependent on the financial support of Douglas Financial Corporation and Donald Trapp. Should they determine to no longer finance the operations of the company before new capital is raised, it may be unlikely for the company to continue.

Revenue recognition – The Company has no revenues to date from its operations. Once the revenue is generated, the company will recognize revenues as it is received.

Inventory valuation – At this time the Company is not expected to hold inventory.

Legal Procedures – The Company is not aware of, nor is it involved in any pending legal proceedings.

2. FIXED ASSETS

Fixed assets consist of the following as of December 31, 2000 and 1999:


	2000	1999

Furniture and fixtures	$ 20,102	$ 17,462
Computers and equipment	17,693	8,669
	37,795	26,131
Less: accumulated depreciation	(7,858)	(2,739)

	29.937	23,392

3. RELATED PARTY TRANSACTIONS

As of December 31, 2000 and 1999, loans payable from related parties consists of the following:


	2000	1999

Notes payable from officers of the Company bearing no interest unsecured and due on demand	$ 16.985	$ 0

Note payable from an officer of the Company bearing interest at 8%, unsecured and due on demand	20,000	0

	36,985	0

OTHER CURRENT LIABILITIES

The company has accrued for unpaid federal payroll taxes in the amounts of $39,268 and $13,815 for the years ended December 31, 2000 and 1999, respectively. The Company has filed the payroll taxes with the Internal Revenue Service.

5. STOCKHOLDERS’ DEFICIT

Common Shares: As of December 31, 2000 and 1999 there were 12,684,973 and 12,684,973 shares of common stock outstanding.

In 1993, the company issued 63,750 shares of common stock for cash at $0.016 per share to officers and directors.

On June 2, 1996, in connection with the acquisition of the Company by Granite Development Corporation ("Granite"), the Company cancelled all outstanding shares of common stock and issued a total of 2,500,000 shares to Granite for consideration of $10.

In 1996, 500,000 common shares were converted to 50,000 shares of preferred stock.

In 1997, the Company issued 15,223 shares of common stock relating to the spin out from Granite Development Corporation.

On April 21, 1997, the company issued 21,875 shares of common stock for cash at $0.685 per share to officers and directors.

On July 31, 1997, the company issued 37,500 shares of common stock for cash at $0.80 per share.

On August 14, 1997, the company issued 21,875 shares of common stock for cash at $0.685 per share to officers and directors.

From February 18, 1998, through March 16, 1998, a total of 9,750 shares of common stock were sold for cash pursuant to Regulation D, Rule 504 offering at $1.74 per share.

On October 29, 1998, 625,000 shares of common stock were issued for cash at $0.004.

On October 30, 1998, 8,000,000 shares of common stock were issued as a result of the conversion of 800,000 preferred shares.

On November 11, 1998, the company issued 2,000,000 shares of common stock for cash at $0.004 per share.

During 1999, the company cancelled 46,250 shares of common stock.

Preferred Shares: Each share of preferred stock is convertible into ten shares of common stock and has voting rights equal to ten shares of common stock. The board of directors has not specified any other rights or privileges with respect to the preferred stock.

As of December 31, 2000 and 1999 there were 484,181 and 151,883 shares of preferred stock outstanding.

During 1996, 500,000 common shares were converted to 50,000 shares of preferred stock.

During 1997 the company issued 750,000 shares of preferred stock to officers and directors for services valued at $0.04 per share.

On October 30, 1998, 800,000 shares of preferred stock were converted to 8,000,000 shares of common stock.

On February 26, 1999, the company issued 24,390 shares of preferred stock in satisfaction of debt valued at $3.69 per share.

On April 30, 1999, the company issued 16,290 shares of preferred stock in stock in satisfaction of debt valued at $3.69 per share.

On April 30, 1999, the company issued 21,680 shares of preferred stock in stock in satisfaction of debt valued at $3.69 per share.

On September 30, 1999, the company issued 33,062 shares of preferred stock in stock in satisfaction of debt valued at $3.69 per share.

On December 30, 1999, the company issued 51,491 shares of preferred stock in stock in satisfaction of debt valued at $3.69 per share.

On December 22, 1999, the company issued 5,000 shares of preferred stock for a year end bonus valued at $3.69 per share.

On January 30, 2000, the company issued 2,500 shares of preferred stock for a sign up bonus valued at $3.69 per share.

On March 31, 2000, the company issued 56,911 shares of preferred stock in stock in satisfaction of debt valued at $3.69 per share.

On April 21, 2000, the company issued 10,000 shares of preferred stock for services of an officer valued at $3.69 per share.

On May 1, 2000, the company issued 2,500 shares of preferred stock for a sign up bonus valued at $3.69 per share.

On May 1, 2000, the company issued 10,000 shares of preferred stock for a sign up bonus valued at $3.69 per share.

On June 30, 2000, the company issued 58,266 shares of preferred stock in stock in satisfaction of debt valued at $3.69 per share.

On June 30, 2000, the company issued 2,500 shares of preferred stock for a sign up bonus valued at $3.69 per share.

On September 19, 2000, the company issued 100,000 shares in exchange for 100,000 shares of Friendly Energy Services Inc valued at $3.69 per share.

On September 19, 2000, the company issued 20,000 shares to employees of Friendly Energy Services Inc. relating to an assumed obligation from the merger with Friendly Energy Services Inc. valued at $3.69 per share.

October 4, 2000, the company issued 59,621 shares of preferred stock in stock in satisfaction of debt valued at $3.69 per share.

On October 16, 2000, the company issued 10,000 shares of preferred stock for a sign up bonus valued at $3.69 per share.

During 2000, 11,000 shares of preferred stock were cancelled. As of December 31, 2000 the issue was not completely resolved and the stock agent had not received the returned share certificates. Therefore the 11,000 shares are still reflected in the preferred stock balance.

STOCK OPTIONS

In 2000, the Company granted stock options for 200,000 common shares to an officer on October 16, 2000. The option price is $0.37. 50% vest after six months from the date of the grant and the remaining 50% vest after one year. All options expire ten years from the date of grant. The Company may issue additional stock options in the future.

The following table summarizes the Company’s stock option activity.


	Number of Shares	Weighted Average Exercise Price
Balance, December 31, 1998	--	$ --
Options granted and assumed	1,000,000	.37
Options granted and assumed	--	--
Options canceled	--	--
Options exercised	--	--
Balance, December 31, 1999	1,000,000	$ .37
Options granted and assumed	200,000	.37
Options expired	--	--
Options canceled	--	--
Options exercised	--	--
Balance, December 31, 2000	1,200,000	.37

COMMITMENTS AND CONTINGENCIES

Employment contracts –

Thomas Bowers - The Company entered into an employment agreement with Thomas Bowers effective October 25, 1999. Pursuant to the terms of the agreement, Mr. Bowers is to be paid an annual salary of $90,000 in consideration of which Mr. Bowers agreed to act as the Company’s Chief Operating Officer. On October 11, 2000, Mr. Bowers was terminated for cause.

LITIGATION

The Company is not currently a party to or the subject of any pending legal proceeding.

9. SUBSEQUENT EVENTS

There have been no subsequent events after the end of the period, December 31, 2000 that are material to the financial statements .

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND FINANCIAL DISCLOSURE.

There have been no disagreements with Friendly Energy Corporation's auditors since formation of the company that require disclosure pursuant to Item 304 of Regulation S-B.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation Of Disclosure Controls And Procedures

An evaluation of disclosure controls and procedures was not required before 2002. Our Chief Executive Officer, and our Chief Financial Officer, have not performed an evaluation of the Company's disclosure controls and procedures, as that term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of December 31, 2000. Our disclosure controls and procedures were not effective to ensure that information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission's rules and forms. This 10K report was not filed on time because of operational and financial problems. We expect reports required after the filing date of this report to be timely .

Management's Report On Internal Control Over Financial Reporting

An annual report by management on internal control over financial reporting is not required by smaller reporting companies for fiscal years ending before December 15, 2007. While we did informally access the effectiveness of our internal control over financial reporting, we did not prepare evidential matter to support this assessment. Our internal control over financial reporting was not effective in 2000 since we did not file our 10-K on time. The effectiveness of our internal control over financial reporting was not audited by our auditors .

Changes In Internal Controls

No changes in the Company's internal controls over financial reporting occurred during the period ending December 31, 2000 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Code of Ethics

We intend to adopt a code of ethics in 2007 that applies to our principle executive officer, principal financial officer, principle accounting officer or controller, other persons performing similar functions. We intend to post the text of our code of ethics on our website in connection with our "Investor Relations" materials. In addition, we intend to promptly disclose (1) the nature of any amendment to our code of ethics that applies to our principle executive officer principal financial officer, principle accounting officer or controller, other persons performing similar functions (2) the nature of any wavier, including an implicit wavier, from a provision of our code of ethics that is granted to one of these specific officers, the name of such person who is granted the waiver and the date of the waiver on our web site in the future.

We do not currently have a code of ethics as this is a new regulatory requirement and we are examining the various form and contents of other companies written code of ethics, discussing the merits and meaning of a code of ethics to determine the best form for our Company.

ITEM 9B. OTHER INFORMATION.

Friendly Energy Exploration does not believe there is other information required to be disclosed on Form 8-K during the fourth quarter of 2000.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

1. Officers and Directors of the Company

DATE OF APPOINTMENT

NAME

AGE

POSITION

TO BOARD OF DIRECTORS

----------------------------------------------------------------------------------------------------------------------------------------

L. Craig Morton

CEO & Director

May 1999

Stephen F. McKenery

President & COO

November 1999

Donald Trapp

CFO, Secretary & Director

April 1999

Heather Jantz

Treasurer & Director

April 1999

The chart above specifies Friendly Energy Corporation's officers and directors as of December 31, 2000.

Craig Morton, CEO. During the five years prior to joining Friendly Energy, he was President of BioTherapeutics Corporation, a manufacturer and marketer of bioactive cleaning and soil remediation products; President of Safety Alert, Inc., a consulting company on safety in the workplace; and President of Hoop, Inc., a basketball membership club in the Northwest. Earlier, Mr. Morton had an exceptional 18-year professional football career as a National Football League quarterback for the Denver Broncos, the Dallas Cowboys and the New York Giants. As one of the NFL’s most valuable quarterbacks, he is a veteran of three Super Bowls and was named NFL/AFC Player of the Year in 1977. He is also a member of the College Football Hall of Fame. His successes in the highly competitive world of professional team sports set the stage for Craig’s career after football. Craig has used his notable ability to bring successful people together to assemble FEC’s team of energetic and resourceful industry professionals.

Stephen McKenery, President and Chief Operating Officer. He has more than twenty years experience in the electric power industry across the spectrum from power generation through transmission, distribution, R&D, business development and customer service. He has also been very active in the development of cost-effective, renewable energy projects. Prior to joining Friendly Energy, he was the Chief Operating Officer of Solar Utility Company, a high-tech energy start-up, where he oversaw business development and a rapid expansion and 300% growth in volume and revenues. During 16 years with Southern California Edison, Mr. McKenery held a number of senior management positions. He directed a major R&D program focused on commercialization of leading-edge technologies including distributed generation, automated metering, advanced telecommunications and Internet-based network platforms. In addition, Mr. McKenery managed and directed the successful completion of more than 300 energy and telecommunication projects including hydroelectric, gas, coal, wind, solar and nuclear facilities. He was responsible for the completion of Edison’s last large generating station in California, the Balsam Meadow Pumped Storage Hydroelectric Project. Mr. McKenery earned his Bachelor of Science in Civil Engineering from Cal Poly San Luis Obispo, and his MBA from Claremont Graduate University.

Donald Trapp, Chief Financial Officer and Secretary. He also serves as the corporation’s Secretary. He has worked as an engineer and financial analyst. He was the CFO of Infohighway International, Inc., an Internet service provider. Mr. Trapp has a Master of Science degree in Nuclear Engineering from M.I.T.

Heather Jantz, Treasurer and Administrative Director. She oversees the financial and accounting data for the corporation. Ms. Jantz is a recent graduate with a Bachelor of Arts degree from the University of Oklahoma. She had no business experience prior to joining FEC.

All directors of the Company hold office until the next annual meeting or until their successors have been elected and qualified. All officers serve at the discretion of the Board of Directors.

There are no familial relationships between our officers and directors.

Section 16(a) Beneficial Ownership Reporting Compliance . We believe that our officers, directors, and principal shareholders have not filed all reports required to be filed on, respectively, a Form 3 (Initial Statement of Beneficial Ownership of Securities), a Form 4 (Statement of Changes of Beneficial Ownership of Securities), or a Form 5 (Annual Statement of Beneficial Ownership of Securities).

ITEM 11. EXECUTIVE COMPENSATION - RENUMERATION OF DIRECTORS AND OFFICERS.

Name of Individual or

Capacities in which

Aggregate Remuneration

Identity of Group

Remuneration was received

For 1998

For 1999

For 2000

L. Craig Morton

CEO and Director

$ -0-

$ 120,000

$ 87,600

Thomas Bowers

COO

$ -0-

$ 16,442

$ 68,928

Steve McKenery

President & COO

$ -0-

$ 23,500

Heather Janz

Treasurer & Director

$ -0-

$ 14,126

$ 36,184

Stock Based Compensation. During the year ended December 31, 2000, $138,375 in stock based compensation was recorded in our financial statements. Stock based compensation is an estimate of the market value of stock granted to officers, directors, employees.

Transactions with Promoters

NONE

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTAND RELATED STOCKHOLDER MATTERS.

The following table sets forth information as of December 31, 2000, with respect to the ownership of the Friendly Energy Corporation's common stock by each person known by Friendly Energy Corporation to be the beneficial owner of more than five percent (5%) of Friendly Energy Corporation's common stock, by each director and officer and by all officers and directors as a group.

Name of

Address of

Amount of Shares

% of Outstanding

Beneficial Holder

Beneficially Owned

Common Stock

- ------------------------------------------------------------------------------------------------------------------------------

L. Craig Morton, CEO & Director

(1)

401,645

3.2%

Donald Trapp, CFO & Director

(1)

448,283

3.5%

Heather Janz, Treasurer & Director

(1)

20,000

0.2%

Douglas Financial Corporation

(1)

1,131,380

8.9%

Douglas Trust

(1)

881,472

6.9%

Jetco Trust

(1)

336,220

2.7%

All Directors and Officers as a group

869,928

6.9%

(1) 502 North Division Street, Carson City, NV 89703

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. In accordance with Securities and Exchange Commission rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees. Subject to community property laws, where applicable, the persons or entities named in the table above have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them. Currently there are only the stock options listed above issued or outstanding.

Changes in Control. Our management is not aware of any arrangements which may result in "changes in control" as that term is defined by the provisions of Item 403(c) of Regulation S-B.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

NONE

All related party transactions are in the normal course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

1. Audit Fees: Aggregate fees billed for each of the last two (2) fiscal years for professional services rendered by the principal accountant for the audit of the annual financial statements and review of financial statements included on Form 10-KSB:

1999: $0

2000: $2,000

2. Audit-Related Fees: Aggregate fees billed in each of the last two (2) fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the financial statements and are not reported previously.

1999: $0

2000: $0

3. Tax Fees: Aggregate fees billed in each of the last two (2) fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.

1999: $0

2000: $0

4. All Other Fees: Aggregate fees billed in each of the last two (2) fiscal years for products and services provided by the principal accountant, other than the services previously reported.

1999: $0

2000: $250

5. Audit Committee Pre-Approval Procedures. The Board of Directors has not, to date, appointed an Audit Committee.

ITEM 15. EXHIBITS

Exhibit 1 – Responses to S.E.C. Staff Comments and Amended Form 10-SB” were appended at the end of the original form 10KSB for 2000; this Exhibit 1 may be viewed with the original form 10KSB for 2000.

Exhibit 31.1 - Amended Section 906 Certification of Periodic Report of the Chief Executive Officer.

Exhibit 31.2 - Amended Section 906 Certification of Periodic Report of the Chief Financial Officer.

Exhibit 32.1 - Amended Section 302 Certification of Periodic Report of the Chief Executive Officer.

Exhibit 32.2 - Amended Section 302 Certification of Periodic Report of the Chief Financial Officer.

The following documents are incorporated by reference in this Form 10-KSB/A:

NONE

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Company has duly caused to be signed on its behalf by the undersigned, whereunto duly authorized.

FRIENDLY ENERGY CORPORATION

Date: February 4, 2010

By: /s/ Douglas Tallant

---------------------------

Douglas Tallant, Director and President

Pursuant to the requirements of the Securities and Exchange Act of 1934, this amended report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates included.

Date: February 4, 2010

By: /s/ Donald Trapp

-----------------------------

Donald Trapp, Director

Exhibit 31.1

I, Douglas Tallant, certify that:

(1) I have reviewed this Annual Report on Form 10-KSB of Friendly Energy Corp.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

(4) The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and

15d-15(f)) for the small business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

(5) The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: February 4, 2010

/s/ Douglas Tallant

-----------------------

Douglas Tallant, Director and President

Exhibit 31.2

I, Donald Trapp, certify that:

(1) I have reviewed this Annual Report on Form 10-KSB of Friendly Energy Corp.;

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: February 4, 2010

/s/ Donald Trapp

-----------------------

Donald Trapp, Director

Exhibit 32.1

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES- OXLEY ACT OF 2002

In connection with the Annual Report of Friendly Energy Corporation(the "Company") on Form 10-KSB for the period ending December 31, 2000 as filed with the Securities and Exchange Commission on the date hereof (the "Report"),

I, Douglass Tallant, Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

IN WITNESS WHEREOF, the undersigned has executed this certification as of the 4th day February 2010 .

/s/ Douglas Tallant

------------------------

Douglas Tallant, President/Director

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES- OXLEY ACT OF 2002

I, Donald Trapp, Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

IN WITNESS WHEREOF, the undersigned has executed this certification as of the 4th day February 2010 .

/s/ Donald Trapp

------------------------

Donald Trapp, Director

Exhibit A – Consent of Independent Registered Public Accounting Firm

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated September 12, 2006 on the accompanying financial statements for the periods January 7, 1993 (inception) to December 31, 2000 of Friendly Energy Corp. included in the Form 10-K/A. We hereby consent to the use of the aforementioned report in the Form 10-K/A filed with the Securities and Exchange Commission.

De Joya Griffith & Company, LLC

/s/ De Joya Griffith & Company, LLC

Henderson, NV

February 3, 2010