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Petrosonic Energy FORM 10-Q (Quarterly Report)

10-Q 1 petrosonic10q-093016.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended September 30, 2016 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Com

Petrosonic Energy FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 8, 2016 (October 25, 2016) PETROSONIC ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 000-53881 98-0585718 (State or other jurisdiction of incorpora

Petrosonic Energy FORM 10-Q AMENDMENT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended June 30, 2016 OR [ ] 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 000-5388

Petrosonic Energy FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended June 30, 2016 OR [ ] 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 000-53881 PETROSONIC ENERGY

Petrosonic Energy (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended March 31, 2016 OR [ ] 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 000-53881 PETROSONIC ENERG

Petrosonic Energy 0-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-53881 FORM 12b-25 CUSIP NUMBER NOTIFICATION OF LATE FILING 71676J102 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR [ ] Form N-CSR For Period Ended: March 31, 2016 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [

Petrosonic Energy (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 Commission File Number: 000-53881 PETROSONIC ENERGY, INC. (Exact name of registrant as s

Petrosonic Energy 0-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-53881 FORM 12b-25 CUSIP NUMBER NOTIFICATION OF LATE FILING 71676J102 (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2015 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K

Article 1

CONSULTING AGREEMENT THIS AGREEMENT is made as of and effective the 16th Day of November, 2015.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO.: 000-53881 Date of Report: November 18, 2015 PETROSONIC ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 98-0585718 (State of other jurisdiction of (IRS Employer incorpora

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO.: 000-53881 Date of Report: November 18, 2015 PETROSONIC ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 98-0585718 (State of other jurisdiction of (IRS Employer incorpo

Article 1 ENGAGEMENT

CONSULTING AGREEMENT THIS AGREEMENT is made as of and effective the 16th Day of November, 2015.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO.: 000-53881 Date of Report: June 9, 2015 PETROSONIC ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 98-0585718 (State of other jurisdiction of (IRS Employer incorporation or organization)

Oil and Gas Industry Veteran to Lead Petrosonic Technology Effort

Exhibit 99.1 June 09, 2015 Oil and Gas Industry Veteran to Lead Petrosonic Technology Effort Petrosonic reported today that Gerald Bruce will become the company?s Chief Technology Officer (CTO) effective immediately. Mr. Bruce, who is a principal at GWB Consulting Inc. has been advising the company for several months regarding commercialization of Petrosonic?s Sonoprocess technology in several seg

Petrosonic Energy 0-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-53881 FORM 12b-25 CUSIP NUMBER NOTIFICATION OF LATE FILING 71676J102 (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2014 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K

Cooperation Agreement

Cooperation Agreement This Cooperation Agreement is entered on this day of June 25, 2014 between Petrosonic Energy Inc, (“Petrosonic”) and Western Research Institute of Wyoming, USA (“WRI”).

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 14, 2014 PETROSONIC ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 000-53881 98-0585718 (State or other jurisdiction of incorporation) (Commission Fi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 form8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 17, 2014 PETROSONIC ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 000-53881 98-0585718 (State or other jurisdiction of

Contract for Services

Contract for Services Client: Petrosonic Energy, Inc. Petrosonic Energy, Inc. 914 Westwood Blvd, Suite 545 Los Angeles, CA 90024 As of May 1, 2014 This agreement, dated as of May 1, 2014 (the “Effective Date”), is made by and between Richard F. Rutkowski, whose address is 3125 E Laurelhurst Dr NE, Seattle, WA 98105, (herein referred to as “Mr. Rutkowski”, “Consultant”, or “Lead Director” and Petro

AMENDMENT NO. 2 TO PETROSONIC ENERGY, INC. CONVERTIBLE DEBENTURE

Exhibit 10.1 AMENDMENT NO. 2 TO PETROSONIC ENERGY, INC. CONVERTIBLE DEBENTURE This Amendment No. 2 to Petrosonic Energy, Inc. Convertible Debenture (“Amendment No. 2”) is made on this 5th day of June 2014 by and between Petrosonic Energy, Inc. (the “Company”) and Art Agolli (the “Holder”) based on the following: RECITALS A. On June 6, 2012, the Company issued to the Holder the Petrosonic Energy, I

Current Report

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 5, 2014 PETROSONIC ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 000-53881 98-0585718 (State or other jurisdiction of incorporation) (Commiss

CONSULTING AGREEMENT

Exhibit 10.2 CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”), dated May 21, 2014 (the “Effective Date”), is between Petrosonic Energy Inc., a Nevada company (“Petrosonic”) and Kuai Le Gu, LLC, a Delaware limited liability company (“Consultant”), individually sometimes referred to as a “party” and collectively sometimes referred to as the “parties”. Background A. Consultant and Pe

To Purchase 3,000,000 Shares of Common Stock of PETROSONIC ENERGY, Inc.

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 Act”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATIO

NON-EXCLUSIVE SALES, DISTRIBUTION, MANUFACTURING AND LICENSE AGREEMENT

Exhibit 10.1 NON-EXCLUSIVE SALES, DISTRIBUTION, MANUFACTURING AND LICENSE AGREEMENT This Non-exclusive Sales, Distribution, Manufacturing and License Agreement (“Agreement”) is made and entered into this 21 day of May, 2014 (the “Effective Date”), by and between Petrosonic Energy, Inc., a Nevada corporation (“Licensor”), and Kuai Le GU, LLC, a Delaware limited liability company (“Licensee”). Licen

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 21, 2014 PETROSONIC ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 000-53881 98-0585718 (State or other jurisdiction of incorporation) (Commiss

- NOTIFICATION OF LATE FILING

FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 12b-25 Notification of Late Filing SEC File Number: 000-53881 CUSIP Number: 71676J102 (Check One) [X] Form 10-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR For Period Ended: December 31, 2013 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - CURRENT REPORT

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 2, 2013 PETROSONIC ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 000-53881 98-0585718 (State or other jurisdiction (Commission (IRS Employer

PROSPECTUS 12,210,000 Shares of Common Stock PETROSONIC ENERGY, INC.

Filed Pursuant to Rule 424(b)(3) File Number 333-186580 PROSPECTUS 12,210,000 Shares of Common Stock PETROSONIC ENERGY, INC.

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PETROSONIC ENERGY, INC. January 27, 2014 VIA EDGAR Mr. John Reynolds, Assistant Director Securities and Exchange Commission Washington, D.C. 20549 Re: Petrosonic Energy, Inc. Registration Statement on Form S-1 Filed on February 11, 2013 and amended on February 21, 2013, July 24, 2013, September 27, 2013, October 21, 2013, November 26, 2013, January 6, 2014, January 14, 2014 and January 24, 2014 Fi

- AMENDMENT TO FORM S-1

S-1/A 1 forms1a.htm AMENDMENT TO FORM S-1 As filed with the Securities and Exchange Commission on January 24, 2014 Registration No. 333-186580 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 8 to Form S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PETROSONIC ENERGY, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada

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CORRESP 1 filename1.htm PETROSONIC ENERGY, INC. January 14, 2014 VIA EDGAR Mr. John Reynolds, Assistant Director Securities and Exchange Commission Washington, D.C. 20549 Re: Petrosonic Energy, Inc. Amendment No. 7 to Registration Statement on Form S-1 Filed January 14, 2014 File No. File No. 333-186580 Dear Mr. Reynolds: This letter is in response to the telephone message received by Mary Ann Sap

- AMENDMENT TO FORM S-1

S-1/A 1 forms1a.htm AMENDMENT TO FORM S-1 As filed with the Securities and Exchange Commission on January 14, 2014 Registration No. 333-186580 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 7 to Form S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PETROSONIC ENERGY, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada

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PETROSONIC ENERGY, INC. January 6, 2014 VIA EDGAR Mr. John Reynolds, Assistant Director Securities and Exchange Commission Washington, D.C. 20549 Re: Petrosonic Energy, Inc. Amendment No. 6 to Registration Statement on Form S-1 Filed January 6, 2014 File No. File No. 333-186580 Dear Mr. Reynolds: This letter is in response to the telephone conversation Mary Ann Sapone, Esq. had with Erin Wilson on

- AMENDMENT TO FORM S-1

As filed with the Securities and Exchange Commission on January 6, 2014 Registration No.

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PETROSONIC ENERGY, INC. December 20, 2013 VIA EDGAR Mr. John Reynolds, Assistant Director Securities and Exchange Commission Washington, D.C. 20549 Re: Petrosonic Energy, Inc. Amendment No. 5 to Registration Statement on Form S-1 Filed November 26, 2013 File No. File No. 333-186580 Amendment No. 4 to Form 10-K for the Fiscal Year Ended December 31, 2012 Filed November 26, 2013 File No. 000-53881 D

- FORM S-1/A

As filed with the Securities and Exchange Commission on November 26 , 2013 Registration No.

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CORRESP PETROSONIC ENERGY, INC. November 26, 2013 VIA EDGAR Mr. John Reynolds, Assistant Director Securities and Exchange Commission Washington, D.C. 20549 Re: Petrosonic Energy, Inc. Amendment No. 4 to Registration Statement on Form S-1 Filed October 21, 2013 File No. File No. 333-186580 Amendment No. 3 to Form 10-K for the Fiscal Year Ended December 31, 2012 Filed October 21, 2013 File No. 000-5

Artan Agolli Suite 300, 714 – 1st Street S.E. Calgary, Alberta T2G 2G8

Exhibit 10-1 ASSIGNMENT In consideration for the issuance of 1,777,778 fully paid and assessable restricted shares of common stock of Bearing Mineral Exploration, Inc.

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S-1/A 1 forms-1a.htm As filed with the Securities and Exchange Commission on October 21 , 2013 Registration No. 333-186580 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 4 to Form S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PETROSONIC ENERGY, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 1389 98-0585718 (St

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CORRESP PETROSONIC ENERGY, INC. October 21 , 2013 VIA EDGAR Mr. John Reynolds, Assistant Director Securities and Exchange Commission Washington, D.C. 20549 Re: Petrosonic Energy, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed September 27, 2013 File No. File No. 333-186580 Amendment No. 2 to Form 10-K for the Fiscal Year Ended December 31, 2012 Filed September 27, 2013 File No. 0

ASSIGNMENT AND ASSUMPTION OF SERVICES AGREEMENT

Investor Relations and Strategic Communications Contract for Investor Relations Services Client: Petrosonic Energy Inc.

PETROSONIC ENERGY, INC. 2013 EQUITY INCENTIVE PLAN As Adopted July 2, 2013

PETROSONIC ENERGY, INC. 2013 EQUITY INCENTIVE PLAN As Adopted July 2, 2013 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, and its Parent and Subsidiaries (if any), by offering them an opportunity to participate in the Company’s future performance th

- FORM S-1/A

As filed with the Securities and Exchange Commission on September 27, 2013 Registration No.

CONSULTING AGREEMENT

From the Desk of David R. Wells CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is entered into as of April 22, 2013, by and between Petrosonic Energy, Inc., a Nevada corporation (the “Company"), and StoryCorp Consulting, Inc., a Nevada corporation (“StoryCorp"). RECITALS WHEREAS, the Company desires to engage StoryCorp to provide certain finance, accounting and management service

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PETROSONIC ENERGY, INC. September 27, 2013 VIA EDGAR Mr. John Reynolds, Assistant Director Securities and Exchange Commission Washington, D.C. 20549 Re: Petrosonic Energy, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed July 24, 2013 File No. File No. 333-186580 Dear Mr. Reynolds: This letter is in response to your letter dated August 14, 2013 to Petrosonic Energy, Inc. (the “Comp

- NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 12b-25 Notification of Late Filing SEC File Number: 000-53881 CUSIP Number: (Check One) ¨ Form 10-K ¨ Form 20-F x Form 10-Q ¨ Form N-SAR For Period Ended: June 30, 2013 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report o

AMENDMENT NO. 1 TO PETROSONIC ENERGY, INC. CONVERTIBLE DEBENTURE

AMENDMENT NO. 1 TO PETROSONIC ENERGY, INC. CONVERTIBLE DEBENTURE This Amendment No. 1 to Petrosonic Energy, Inc. Convertible Debenture (“Amendment”) is made on this 5th day of June 2013 by and between Petrosonic Energy, Inc. (the “Company”) and Art Agolli (the “Holder”) based on the following: RECITALS A. On June 6, 2012, the Company issued to the Holder the Petrosonic Energy, Inc. Convertible Deb

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PETROSONIC ENERGY, INC. July 24, 2013 VIA EDGAR Mr. John Reynolds, Assistant Director Securities and Exchange Commission Washington, D.C. 20549 Re: Petrosonic Energy, Inc. Registration Statement on Form S-1 Filed February 11, 2013 File No. File No. 333-186580 Dear Mr. Reynolds: This letter is in response to your letter dated March 9, 2013 to Petrosonic Energy, Inc. (the “Company”) regarding the Co

- FORM S-1/A

As filed with the Securities and Exchange Commission on July 24, 2013 Registration No.

- FORM S-8

S-8 1 v349655s8.htm FORM S-8 As filed with the U.S. Securities and Exchange Commission on July 12, 2013 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Petrosonic Energy, Inc. (Exact name of Registrant as specified in its charter) Nevada 98-0585718 (State or other jurisdiction of (IRS Emp

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PETROSONIC ENERGY, INC. July 12, 2013 VIA EDGAR Mr. John Reynolds, Assistant Director Securities and Exchange Commission Washington, D.C. 20549 Re: Petrosonic Energy, Inc. Form 10-K for Fiscal Year Ended December 31, 2012 Filed May 3, 2013 Form 10-Q for Quarterly Period Ended March 31, 2013 Filed May 30, 2013 File No. File No. 000-53881 Dear Mr. Reynolds: This letter is in response to your letter

PETROSONIC ENERGY, INC. 2013 EQUITY INCENTIVE PLAN As Adopted July 3, 2013

PETROSONIC ENERGY, INC. 2013 EQUITY INCENTIVE PLAN As Adopted July 3, 2013 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, and its Parent and Subsidiaries (if any), by offering them an opportunity to participate in the Company’s future performance th

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PETROSONIC ENERGY, INC. June 27, 2013 VIA EDGAR Mr. Shaz Niazi United States Securities and Exchange Commission Division of Corporation Finance Washington, D. C. 20549 Re: Petrosonic Energy, Inc. Form 10-K for the Fiscal Year Ended December 31, 2012 Filed May 3, 2013 Form 10-Q for Quarterly Period Ended March 31, 2013 Filed May 30, 2013 File No. 000-53881 Dear Mr. Niazi: Petrosonic Energy, Inc. (t

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CORRESP 1 filename1.htm RICHARDSON & PATEL LLC June 10, 2013 VIA EDGAR Shaz Niazi Securities and Exchange Commission Washington, D.C. 20549 Re: Petrosonic Energy, Inc. File Nos. 000-53881 and 333-186580 Dear Mr. Niazi: In accordance with your telephone message, we are filing on behalf of Petrosonic Energy, Inc. (the “Company”) eight articles supporting various statements made in the Company’s Amen

- NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 12b-25 Notification of Late Filing SEC File Number: 000-53881 CUSIP Number: (Check One) ¨ Form 10-K ¨ Form 20-F x Form 10-Q ¨ Form N-SAR For Period Ended: March 31, 2013 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report

- 10-KT/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 To FORM 10-K-T/A ¨ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 x TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from November 1, 2011 to December 31, 2011 Commission File Number: 000-53881 PETROSONIC

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 v3417288k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 14, 2013 PETROSONIC ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 000-53881 98-0585718 (State or other jurisdiction of incorp

- FORM 10-KT/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 To FORM 10-K/T/A ¨ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 þ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from November 1, 2011 to December 31, 2011 Commission File Number: 000-53881 PETROSONIC

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PETROSONIC ENERGY, INC. April 16, 2013 VIA EDGAR Mr. John Reynolds, Assistant Director Securities and Exchange Commission Washington, D.C. 20549 Re: Petrosonic Energy, Inc. Form 10-K for the Transition Period from November 1, 2011 to December 31, 2011 Filed October 11, 2012 File No. File No. 000-53881 Dear Mr. Reynolds: This letter is in response to your letter dated March 9, 2013 to Petrosonic En

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PETROSONIC ENERGY, INC. April 5, 2013 VIA EDGAR John Reynolds, Assistant Director United States Securities and Exchange Commission Division of Corporation Finance Washington, D. C. 20549 Re: Petrosonic Energy, Inc. Form 10-K for the Transition Period from November 1, 2011 to December 31, 2011 Filed October 11, 2012 File No. 000-53881 Dear Mr. Reynolds: On March 31, 2013, Petrosonic Energy, Inc. (t

- NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 12b-25 Notification of Late Filing SEC File Number: 000-53881 CUSIP Number: (Check One) x Form 10-K ¨ Form 20-F ¨ Form 10-Q ¨ Form N-SAR For Period Ended: December 31, 2012 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Repo

BYLAWS (as amended on March 27, 2013) of PETROSONIC ENERGY, INC. (formerly Bearing Mineral Exploration, Inc.) (the "Corporation")

BYLAWS (as amended on March 27, 2013) of PETROSONIC ENERGY, INC. (formerly Bearing Mineral Exploration, Inc.) (the "Corporation") ARTICLE I: MEETINGS OF SHAREHOLDERS Section 1 - Annual Meetings The annual meeting of the shareholders of the Corporation shall be held at the time fixed, from time to time, by the Board of Directors. Section 2 - Special Meetings Special meetings of the shareholders may

CALGARY, AB--(Marketwire - Apr 1, 2013) - Petrosonic Energy, Inc. (OTCQB: PSON), an emerging leader in heavy oil upgrading and related technologies, announced today the addition of Alfred Fischer to the Board of Directors.

Exhibit 99.1 CALGARY, AB-(Marketwire - Apr 1, 2013) - Petrosonic Energy, Inc. (OTCQB: PSON), an emerging leader in heavy oil upgrading and related technologies, announced today the addition of Alfred Fischer to the Board of Directors. Alfred Fischer is currently the CEO, Founder and Principal of Quadrise Canada Corporation and Optimal Resources Inc. and has over 38 years experience in the oil and

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 27, 2013 PETROSONIC ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 000-53881 98-0585718 (State or other jurisdiction of incorporation) (Commission Fil

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 18, 2013 PETROSONIC ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 000-53881 98-0585718 (State or other jurisdiction of incorporation) (Commission Fil

Petrosonic Energy, Inc. Announces New Board Member

Exhibit 99.1 Petrosonic Energy, Inc. Announces New Board Member Petrosonic Energy, Inc. (OTCQB: PSON), an emerging leader in heavy oil upgrading and related technologies, announced today the addition of Richard Rutkowski to the Board of Directors. Rutkowski is Chairman, CEO and a founder of ClearSign Combustion Corp. and was formerly CEO of Microvision, Inc., and a co-founder and Vice Chairman of

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PETROSONIC ENERGY, INC. March 21, 2013 VIA EDGAR John Reynolds, Assistant Director United States Securities and Exchange Commission Division of Corporation Finance Washington, D. C. 20549 Re: Petrosonic Energy, Inc. Form 10-K for the Transition Period from November 1, 2011 to December 31, 2011 Filed October 11, 2012 File No. 000-53881 Dear Mr. Reynolds: Petrosonic Energy, Inc. (the "Company") rece

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2013 PETROSONIC ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 000-53881 98-0585718 (State or other jurisdiction of incorporation) (Commission Fi

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”), which is dated January 1, 2013, is made by and between Petrosonic Energy Inc, a Nevada corporation, located at Suite 300, 714 -1st St SE, Calgary, AB, T2G 2G8, Canada and hereinafter referred to as “Company”, and Art Agolli, whose address is 57 Valley Woods Way NW, Calgary, AB, T3B 6A5, hereinafter referred to as “Executive.

- FORM S-1/A

As filed with the Securities and Exchange Commission on February 21, 2013 Registration No.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 16, 2013 PETROSONIC ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 000-53881 98-0585718 (State or other jurisdiction of incorporat

Registration Statement - FORM S-1

S-1 1 v334396s1.htm FORM S-1 As filed with the Securities and Exchange Commission on February 11, 2013 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PETROSONIC ENERGY, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 1389 98-0585718 (State or other jurisdiction of (Pri

EX-10.8

LIST OF SUBSIDIARIES

Exhibit 21 LIST OF SUBSIDIARIES Name of Subsidiary Jurisdiction of Organization Doing Business As Petrosonic Albania Sha. Albania Petrosonic Albania Sha.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 23, 2013 PETROSONIC ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 000-53881 98-0585718 (State or other jurisdiction of incorporation) (Commission F

PETROSONIC ENERGY, INC. A NEVADA CORPORATION

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE.

SECURITIES PURCHASE AGREEMENT (Signature Page)

SECURITIES PURCHASE AGREEMENT (Signature Page) PETROSONIC ENERGY, INC. 57 Valley Woods way NW Calgary, AB CANADA T3B 6A5 Ladies & Gentlemen: The undersigned (the “Investor”), hereby confirms its agreement with you as follows: 1. This Securities Purchase Agreement, including the Terms and Conditions set forth in Annex I (the “Terms and Conditions”), the Risk Factors set forth in Annex II (the “Risk

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”), is made and entered into as of January , 2013, by and among Petrosonic Energy, Inc.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 v3319408k.htm 8-K CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 16, 2013 PETROSONIC ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 000-53881 98-0585718 (State or other juris

- NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): þ Form 10-Q o Form 20-F o Form 11-K ¨ Form 10-K o Form N-SAR o Form N-CSR For Period Ended: September 30, 2012 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SA

- FORM 10-KT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/T ¨ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 þ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from November 1, 2011 to December 31, 2011 Commission File Number: 000-53881 PETROSONIC ENERGY, INC. (Exact

Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 27, 2012 PETROSONIC ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 000-53881 98-0585718 (State or other jurisdiction of incorporation) (Commission

PETROSONIC (PSON:OTCBB) SIGNS COOPERATION AGREEMENT WITH EMULSIFICATION TECHNOLOGY COMPANY

Press Release PETROSONIC (PSON:OTCBB) SIGNS COOPERATION AGREEMENT WITH EMULSIFICATION TECHNOLOGY COMPANY September 27, 2012 - (Calgary) Petrosonic Energy, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 18, 2012 PETROSONIC ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 000-53881 98-0585718 (State or other jurisdiction of incorporation) (Commission

PETROSONIC (PSON:OTCBB) AWARDS ASSEMBLY CONTRACT TO COMMISSION HEAVY OIL UPGRADING PLANT

Press Release PETROSONIC (PSON:OTCBB) AWARDS ASSEMBLY CONTRACT TO COMMISSION HEAVY OIL UPGRADING PLANT September 18, 2012 - (Calgary) Petrosonic Energy, Inc.

- NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-Q ¨ Form 20-F ¨ Form 11-K ¨ Form 10-K ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2012 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR For

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 9, 2012 PETROSONIC ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 000-53881 98-0585718 (State or other jurisdiction of incorporation) (Commission Fil

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 v3200098k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 1, 2012 PETROSONIC ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 000-53881 98-0585718 (State or other jurisdiction of i

PETROSONIC ENERGY, INC. ANNOUNCES CLOSING OF ACQUISITION OF SONOPROCESSTM TECHNOLOGY

PETROSONIC ENERGY, INC. ANNOUNCES CLOSING OF ACQUISITION OF SONOPROCESSTM TECHNOLOGY August 1, 2012 – (Calgary) Petrosonic Energy, Inc. is pleased to announce the closing of the acquisition announced April 20, 2102 of the patent pending SonoprocessTM Heavy Oil processing technology from Sonoro Energy Ltd. Pursuant to the terms of the Purchase Agreement with Sonoro, Petrosonic Energy acquired certa

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors Petrosonic Albania SHA.

Petrosonic Energy, Inc. ( A Development Stage Company) UNAUDITED PRO FORMA BALANCE SHEET

Petrosonic Energy, Inc. ( A Development Stage Company) UNAUDITED PRO FORMA BALANCE SHEET Petrosonic Energy, Inc. Petrosonic Albania, Sha. PRO FORMA April 30, 2012 April 30, 2012 ADJUSTMENTS CONSOLIDATED ASSETS Current Assets: Cash 21,774 714 - 22,488 Receivables - 87,281 - 87,281 Total Current Assets 21,774 87,995 - 109,769 Property, Plant and Equipment, net - 624,666 (255,772 ) 368,894 Canadian S

Petrosonic Albania SHA. (A Development Stage Company) Balance Sheets

Petrosonic Albania SHA. (A Development Stage Company) Balance Sheets (Unaudited) March 31, 2012 December 31, 2011 ASSETS Current assets: Cash $ 1,062 $ 1,655 Value added taxes receivables 87,615 86,136 Prepaid expenses 1,248 - Total current assets 89,925 87,791 Property and equipment, net of accumulated depreciation of $0, respectively 625,231 617,924 TOTAL ASSETS $ 715,156 $ 705,715 LIABILITIES &

CONSULTING AGREEMENT

CONSULTING AGREEMENT THIS AGREEMENT made as of the 27 day of July 2012. BETWEEN: SONORO ENERGY LTD., a company incorporated under the laws of the Province of British Columbia and having an office at 1000, 600-6th Ave SW, Calgary, Alberta (the “Consultant”) AND: PETROSONIC ENERGY, INC., a body corporate carrying on business in Nevada, U.S.A. (the “Company”) WHEREAS: A. The Consultant is a reporting

SHARE SALE CONTRACT

REPUBLIC OF ALBANIA CHAMBER OF NOTARIES OF TIRANA REP. No. KOL. No. SHARE SALE CONTRACT Today, on July 27, 2012, in front of, the notary public a member of the Chamber of Notaries Tirana, located at , were presented the following parties : THE SELLER: The company “SONORO ENERGY LTD”, a legal entity registered under the laws of British Columbia, with headquarters in 1900-355 Burrard Street, Vancouv

ASSET PURCHASE AND SALE AGREEMENT

ASSET PURCHASE AND SALE AGREEMENT THIS AGREEMENT dated as of July 27, 2012. BETWEEN: SONORO ENERGY LTD., a body corporate carrying on business in the Province of Alberta, Canada (hereinafter referred to as the “Vendor”); OF THE FIRST PART - and - PETROSONIC ENERGY, INC., a body corporate carrying on business in Nevada, U.S.A. (hereinafter referred to as the “Purchaser”); OF THE SECOND PART WHEREAS

FORM OF CONVERTIBLE DEBENTURE

TO AN ASSET PURCHASE AND SALE AGREEMENT BETWEEN SONORO ENERGY LTD. AND PETROSONIC ENERGY, INC. DATED JUNE 29, 2012. FORM OF CONVERTIBLE DEBENTURE THIS DEBENTURE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGIS

FORM OF IRAQ LICENCE AGREEMENT LICENCE AGREEMENT

FORM OF IRAQ LICENCE AGREEMENT LICENCE AGREEMENT THIS AGREEMENT (the “Agreement”) made effective as of the 27 day of July, 2012 BETWEEN: PETROSONIC ENERGY, INC.

Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 27, 2012 PETROSONIC ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 000-53881 98-0585718 (State or other jurisdiction of incorporation) (Commission File

NON-COMPETE AND NON-SOLICITATION AGREEMENT

NON-COMPETE AND NON-SOLICITATION AGREEMENT THIS AGREEMENT made as of the 27, day of July 2012.

- FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 28, 2012 PETROSONIC ENERGY, INC. (Formerly Bearing Mineral Exploration, Inc.) (Exact name of registrant as specified in its charter) Nevada 000-53881 98-0585718 (State or other ju

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year - 8-K CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 16, 2012 PETROSONIC ENERGY, INC. (Formerly Bearing Mineral Exploration, Inc.) (Exact name of registrant as specified in its charter) Nevada 000-53881 98-0585718 (State or other jur

Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

ROSS MILLER *090201* Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 884-5708 Website: www.

PSON / Petrosonic Energy, Inc. / Schlombs Gerhard - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A-1 Under the Securities Exchange Act of 1934 BEARING MINERAL EXPLORATION, INC. (Name of Issuer) common stock (Title of Class of Securities) 07402D100 (CUSIP Number) Art Agolli Suite 300, 714 – 1st Street, SE Calgary, Alberta CANADA T2G 2G8 (403) 708-7869 (Name, Address and Telephone Number of Person Authorized to

ASSIGNMENT

EXHIBIT 10.1 ASSIGNMENT In consideration for the issuance of 1,777,778 fully paid and assessable restricted shares of common stock of Bearing Mineral Exploration, Inc., a Nevada corporation and other good and valuable consideration, receipt of which is hereby acknowledged, Art Agolli (the “Assignor”) hereby sell, assign, transfer, and convey to Bearing Mineral Exploration, Inc, a Nevada corporatio

PSON / Petrosonic Energy, Inc. / Agolli Artan - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 BEARING MINERAL EXPLORATION, INC. (Name of Issuer) common stock (Title of Class of Securities) 07402D100 (CUSIP Number) Art Agolli Suite 300, 714 – 1st Street, SE Calgary, Alberta CANADA T2G 2G8 (403) 708-7869 (Name, Address and Telephone Number of Person Authorized to Rec

ASSIGNMENT

EXHIBIT 10.1 ASSIGNMENT In consideration for the issuance of 1,777,778 fully paid and assessable restricted shares of common stock of Bearing Mineral Exploration, Inc., a Nevada corporation and other good and valuable consideration, receipt of which is hereby acknowledged, Art Agolli (the “Assignor”) hereby sell, assign, transfer, and convey to Bearing Mineral Exploration, Inc, a Nevada corporatio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 17, 2012 BEARING MINERAL EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 000-53881 98-0585718 (State or other jurisdiction of incorporation) (Comm

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - BEARING MINERAL EXPLORATION, INC. FORM 8-K (3/19/2012).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 19, 2012 BEARING MINERAL EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 333-156368 98-0585718 (State or other jurisdiction of incorporation) (Com