Compass Energy Holdings, Inc.

A Private Distribution-Self Offering, Investment with No Minimum Purchase!

MISSION: To provide affordable premium gasoline and convenience store items to communities.

Acquire stores related to the food, beverage and gasoline industries.

Located in and around schools/colleges/parks/sports/golf/military bases and interstate arteries.

Compass Energy Holdings,Inc

Craig Kessler Accounting Services, Inc. CPA for over 25 years Member of the American Institute of

Certified Public Accountants BSBA degree with an accounting major from

the University of Missouri. CFO & Director of Send2Fax, LLC CFO & President of Silver Star Trailers, LLC VP & Controller of CAI Wireless System, Inc.

President, Craig Kessler

The Industry

Industry: Gasoline Service Stations ( 5541 ) Gasoline service stations primarily engaged in selling gasoline and lubricating oils. These establishments frequently sell other merchandise, such as tires, batteries, and other automobile parts, or perform minor repair work. Gasoline stations combined with other activities, such as grocery stores, convenience stores, or carwashes, are classified according to the primary activity.

Industry

The Company will continue with the sellers product policy, carrying gasoline, snacks, beverages, cigarettes, beer and lottery tickets for the convenience of it’s shoppers.

The convenience store industry dropped only 12% in sales nationally, during the past three-year recession, basically, recession proof.

Convenience store industry expects the economic recovery to bolster its sales, to better than, consistent percentages.

Start Up Phase

The Company will advertise and operate with a robust marketing campaign, capitalizing on traditional advertising channels.

WebsitesOutdoor signageAdvertisementNewspaperWord of mouth

Marketing Phase

First, the take over of an operation and to sell out individual locations to operators who continue to operate the location and maintain a fuel supply agreement with the Company.

The second strategy is to bring in an equity partner who also serves as an operating partner, overseeing day-to-day operations of a given location, maintaining tight control over inventory management.

Exit Strategy

As a third strategy, we will continue to complete our S-1 registration to bring the company public and trade on the OTCBB (small cap market) exchange, which we are in our last round of comments now, November/December 2011.

Exit Strategy

Combined annual revenue of about $35 billion.

Industry analysts at RNCOS, which projected that convenience store sales would grow at 16.83% CAGR through 2013 and expand to more than 17% of total U.S. retail sales.

In 2008, the seller’s sales were approximately $79,000,000. In 2009 sales were approximately $60,000,000 due to

lower retail prices of gas; and diesel fuel prices were lower. The mark-up and margin on the sales

remained constant.

Market & Industry Analysis

Estimated number of U.S. establishments: 67,833

Number of people employed in this industry: 505,716

Total annual sales in this industry: $296.6 billion

Average number of employees per establishment: 8

Market Size Statistics

Company Business Plan Executive Summary, Financial Objectives, Start-Up

Summary, Company Ownership, Company Location and Exit Strategy Market and Industry Analysis, Market Segmentation and

Market Needs Strategy and Implementation Summary, Competitive

Comparison, Competitive Edge and Marketing Strategy Management Summary all within our S-1 Filing (78

pages), a very detailed business plan is required by the SEC.

The Investor Packet

Securities and Exchange Commission Form S-1 Registration Statement

Under The Securities Act of 1933, the Confidential Term Sheet Offering to Investors Pursuant to

Regulation D, Rule 506 of The Securities Act of 1933 and The Company Subscription

Agreement now being offered at .05 cents a share, as a private distribution-self stock offering, directly from our corporation. The company has the right to increase our .05 cent price, at any time, before we are approved with SEC and file for our ticker symbol, then IPO.

Also, you receive

Now is the time, for your small investment, to pay you back BIG earnings!

$1k/20k shares * $5k/100k shares * $10k/200k shares ~ NO Minimum!