ITEM 2. UNREGISTERED SALES
OF EQUITY SECURITIES AND USE OF PROCEEDS
On February 29, 2012, in exchange
for $100,000, the Company issued 200,000 shares of restricted common stock and a promissory note in the original principal amount
of $100,000 (“Note”) to an investor. The Note matures on August 27, 2012 and carries a fixed interest payment at maturity
of $25,000.
On March 1, 2012, the Company accepted
the subscription of an investor for $300,000 in exchange for 1,200,000 shares of restricted common stock.
On April 2, 2012, the Company entered
into an agreement to acquire two separate one-fourth (1/4) working interests (collectively, the “Working Interests”)
in certain oil and gas leases covering the Board of Education No. 6 Well located in Yazoo County, Mississippi. The consideration
granted by the Company in exchange for the Working Interests consisted of 10,000,000 shares of restricted common stock.
On May 4, 2012, pursuant to the Company’s
2012 Equity Incentive Plan (the "Plan") which Plan is attached as an exhibit to the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2012,
the Board approved the grant
of 10,500,000 common stock purchase options to five individuals at a weighted average exercise price of $0.65 per share.
On May 16, 2012, the Company entered
into an agreement to acquire all of the outstanding shares of Carpathian Energy SRL in exchange for 90,000,000 shares of restricted
common stock of the Company. Carpathian is a Romanian limited liability company engaged in oil & gas exploration and development.
Pursuant to the terms of the agreement, the former owners of Carpathian may rescind the Acquisition and reclaim the shares of Carpathian
in the event that the Company does not invest at least $5 million toward development of Carpathian’s oil and gas assets.
As of March 31, 2013, the conditions of the agreement had not been met; therefore, due to the potential rescinding of the agreement,
the acquisition has not been
recorded on the financial statements herein.
On June 12, 2012, the Company entered
into a consulting agreement with JT Arco, LLC. a New Jersey-based Corporation. Pursuant to the terms of the Agreement the Company
issued 500,000 restricted shares of its common stock.
On June 27, 2012, the Company entered
into a consulting agreement with Morris Carlo White IV a Texas-based consultant. Pursuant to the terms of the Agreement the Company
issued 65,000 restricted shares of its common stock.
On August 1, 2012, the Company issued
5,000,000 shares of common stock of the Company to an officer of the Company for services pertaining to business development.
On August 15, 2012, the Company amended
that certain consulting agreement with JT Arco, LLC. a New Jersey-based Corporation. Pursuant to the terms of the Addendum Agreement
the Company issued an additional 500,000 restricted shares of its common stock.
On August 31, 2012, in exchange for
$100,000, the Company issued a promissory note in the original principal amount of $100,000 (“Note”) to a lender. The
Note matures on August 30, 2013 and carries an interest rate of 8% per annum payable on a quarterly basis. The Note shall
at the maturity date, be due and payable in full unless converted partially or in its entirety upon the election of the lender
into fully paid and non-assessable shares of Common Stock of the Company at a conversion price equal to $0.25 per share of Common
Stock.
On September 7, 2012, in exchange
for $200,000, the Company issued a promissory note in the original principal amount of $200,000 (“Note”) to a lender.
The Note matures on September 6, 2013 and carries an interest rate of 8% per annum payable on a quarterly basis. The Note
shall at the maturity date, be due and payable in full unless converted partially or in its entirety upon the election of the lender
into fully paid and non-assessable shares of Common Stock of the Company at a conversion price equal to $0.25 per share of Common
Stock.
On September 25, 2012, the Company
entered into a consulting agreement with TEGA, LLC a Kentucky Limited Liability Company. Pursuant to the terms of the Agreement
the Company issued 1,200,000 restricted shares of its common stock.
With respect to the securities issuances
described above, No solicitations were made and no underwriting discounts were given or paid in connection with these transactions.
The Company believes that the issuance of these securities as described above were exempt from registration with the Securities
and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.