KOKO LTD. (Form: 8-K, Received: 10/04/2012 16:08:03)

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 )

October 2, 2012 ( September 30, 2012 )

KOKO LTD.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

000-53923

(Commission File No.)

2665 Fairfax Drive

Upper Arlington, Ohio 43220

(Address of principal executive offices and Zip Code)

(614) 459-4959

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

On September 30, 2012 we completed and terminated our Share Exchange Agreement with the owners of Cardinal Energy Group, LLC and issued 77,625,000 restricted shares of our common stock to 32 persons and/or entities in exchange for all of the outstanding ownership interests of Cardinal Energy Group, LLC.

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On September 30, 2012, we entered into a Share Exchange Agreement with owners of Cardinal Energy Group, LLC, an Ohio Limited Liability Company, wherein we agreed to issue 77,625,000 restricted shares of our common stock in exchange for 100% of the ownership interests of Cardinal Energy Group, LLC. Cardinal Energy Group, LLC is engaged in the business of oil and gas exploration, development, production, and sales. On September 30, 2012 we completed and terminated our Share Exchange Agreement with the owners of Cardinal Energy Group, LLC, and issued 77,625,000 restricted shares or our common stock to 32 persons and/or entities in exchange for all of the outstanding ownership interests of Cardinal Energy Group, LLC.

With respect to the information required by Item 2.01(f) of this Item, see Item 5.06 and 9.01 below.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

On September 30, 2012, we issued 77,625,000 restricted shares of common stock to 32 individuals and/or entities in exchange for all of the issued and outstanding ownership interests of Cardinal Energy Group, Inc. The foregoing shares were issued pursuant to the exemption from registration contained in Reg. 506 of the Securities Act of 1933, as amended (the “Act”). Each purchaser was an accredited investor as that term is defined in Reg. 501 of the Act and we filed a Form D with the SEC and with each state in which a purchaser resided.

ITEM 5.02

DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

On September 30, 2012, Timothy Crawford, Rashmi N. Yajnik, John C. May, Dan Troendly and Terrence Dunne were appointed to our board of directors. Mr. Crawford was appointed Chief Executive Officer, Rashmi N. Yajnik was appointed President; John C. May was appointed Senior Vice President and Secretary; and Dan Troendly was appointed Treasurer and Chief Financial Officer

Thereafter, Gregory Ruff resigned as our president, principal executive officer, secretary, treasurer, principal financial officer, and principal accounting officer and Craig Littler resigned as our vice president. At the time of their resignations, Messrs. Ruff and Littler had no disagreement with us on any matter relating to our operations, practices, or policies. Mr. Ruff continues to be a member of our board of directors.

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Timothy Crawford

Since September 30, 2012, Timothy Crawford has been our CEO and member of the board of directors. Since 2011 Mr. Crawford has been CEO/Director of Cardinal Energy Group, LLC, an Ohio Limited Liability Company engaged in the production of oil and gas which we acquired. Since 2012, Mr. Crawford has been Managing Partner or Northstar Capital, Columbus, Ohio. Northstar Capital is a private corporation engaged in business consulting. From 2009 to 2011, Mr. Crawford has been Executive Vice President / Co-Founder of Manx Energy, Inc. a private company located in Overland Park, Kansas. Manx Energy is engaged in the business of oil and gas production. Mr. Crawford was responsible for investor relations, business development, and acquisitions. From 2009 to 2011, Mr. Crawford was a Co-Founder / Director of Continental Energy, LLC, a private company located in Columbus, Ohio. Continental Energy was engaged in the business of oil and gas production. Continental merged with Cardinal Energy Group, LLC. From 2007 to 2009, Mr. Crawford was CEO / Chairman of the Board / Co-Founder of Capital City Energy Group Inc., a public company traded on the OTCBB under the symbol CETG. Capital City Energy Group Inc. was engaged in the business of oil and gas production and an oil and gas fund manager. Mr. Crawford oversaw day to day operations, investor relations, capital raises, and acquisitions. From 2003 to 2007, Mr. Crawford was CEO and Co-Founder of Capital City Partners Inc., a private company located in Columbus, Ohio. Capital City Partners Inc. was engaged in the business of providing regional financial services with a Wealth Management Division / Investment Banking Division / General Insurance Agency. Mr. Crawford oversaw day to day operations and continued to work as a registered representative and investment banker with select institutional clients.

Rashmi N. Yajnik

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California and in the Gulf of Mexico. He obtained these assets for their salvage value. He took these assets which were in various stages of disrepair or neglect and reworked the wells. The wells continue to produce nearly 10 years later. He also acquired 5000 acres in the Gulf of Mexico and drilled 6 wells from one off-shore platform, which produced over 40 bcf of natural gas during its lifetime. In 2011 Mr. Yajnik merged California Hydrocarbons into Cardinal Energy Group and has since served as its President and Director. Mr. Yajnik’s exceptional entrepreneurial abilities complimented his efforts to find the neglected assets that would be the basis for California Hydrocarbons to become a significant gas and oil producer. His success in identifying, acquiring, drilling and completing numerous on-shore and off-shore oil wells are a testament to his skillfulness. His excellent standing in the memberships of the Asian Indian Alliance, he is founder of the Asia Indian American Business Group, the Federation of Asian Indian Association of Central Ohio, the Independent Petroleum Association of America, Ohio Oil & Gas Association, and the Columbus Council on World Affairs demonstrates Mr. Yajnik leadership ability. His leadership within these associations has contributed to his asset growth in the financial sector as well as to his continued success in the oil and gas industry.

John C. May

Since September 30, 2012, John C. May has been our senior vice president, secretary and a director. Since March 2012, Mr. May has been Managing Partner of Northstar Capital, Columbus, Ohio. Northstar Capital is a private corporation engaged in the business consulting. Since March 2009, Mr. May has been Managing Director of The Opportunity Fund located in Upper Arlington, Ohio. The Opportunity Fund is a private company that provides small cap bridge loan financing, account and client management for the fund, and research. Since September 2007, Mr. May has been Chairman and CEO of Advanced Treatment Processes, Inc., Haines City, Florida. Advanced Treatment Processes, Inc. is a private company engaged in the business of green energy. Mr. May is responsible for the oversight of all day to day activities, capital formation, business planning, equipment design, contract and permit procurement. Since January 2000, Mr. May has been president of JCM Capital located in Cocoa Beach, Florida. JCM Capital is a sole proprietorship engaged in the business of business consulting. Mr. May is responsible for business planning, marketing, publicity campaigns, product development and all other day to day oversight. Mr. May is also a member of the board of directors of Director Chairman CEO- World Modal Network Services, Inc., Haines City, Florida which trades in the “grey market” under the symbol WMDL. Mr. May is also a member of the board of directors of PKG Entertainment Inc., Scottsdale, Arizona which trades in the “grey market” under the symbol “PKGN”. Mr. May was appointed to the foregoing boards in order to assist with moving them from the “grey market” to full trading status.

Roger Gray

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responsible for field oversight, land management, acquisitions, and analysis. From 2009 to 2010, Mr. Gray was Vice President of Land Management for Continental Energy, LLC as well. From 2006 to 2009, Mr. Gray was Vice President of Capital City Energy Group, Inc., (CETG) a public company traded on the OTCBB. Capital Energy Group, Inc. was engaged in the business of gas and oil production. Mr. Gray was responsible for oversight of field operations.

Dan Troendly

Since September 30, 2012, Dan Troendly has been our treasurer, CFO and a director. Since 2012 Mr. Troendley has been Chief Financial Officer of Cardinal Energy Group, LLC, an Ohio Limited Liability Company engaged in the production of gas and oil. Mr. Troendly oversees all accounting and financial matters. From 2009 to 2010, Mr. Troendly was the owner and operator of Daniel C. Troendly Co., engaged in the business of counseling companies with respect to oil and gas accounting. From 2005 to 2009, Mr. Troendly was controller of Atlas Energy Resources (ALTS), a publicly traded oil and gas producer whose shares of common stock are traded on The NASDAQ. Mr. Troendly was responsible for the oversight of all accounting and financial matters.

Terrence Dunne

Since September 30, 2012, Terrence Dunne has been a director and chairman of our board of directors. Since July 2012, Mr. Dunne has been the CFO and director of SpectrumDNA, Inc., a publicly held company trading on the OTC Pink Sheets, under the symbol of “SPXA”. Spectrum is in the business of social media and has created digital networked applications. Since 2009, Mr. Dunne has been a Director of Gambit Energy, Inc., formerly known as Silver Butte Mining Co. and Gulfmark Energy, Inc. Gambit Energy is a public company traded on the OTC Pink Sheets under the symbol “GMEI”. Gambit Energy is engaged the business of exploratory oil and gas projects in Southwest Texas. From 2006 to January 2012, Mr. Dunne was a Director of Hanover Gold Mining Company, subsequently known as Rock Energy Inc., a public company traded on the OTCBB under the symbol “RCKE”. It is engaged in the mining of gold in Southwest Colorado. Since 2008, Mr. Dunne has been a director of Blue Arch Resources Inc., a privately owned, Texas-based company. It is a start-up business engaged in processing and recycling drilling mud from oil operations. From 2006 to 2008, Mr. Dunne was a Director of Clean Wind Energy Towers, formerly, Superior Silver Mines Inc. Clean Wind Energy is a public company traded on the OTCBB under the symbol “CWET”. It is engaged in the business of providing alternative clean energy consulting through the use of downdraft towers. Since 2002, Mr. Dunne has been a director, from 2002- to 2010, the secretary/treasurer and since 2010, the president of Gold Crest Mines Inc. Gold Crest Mines is a publicly traded company traded on the OTCBB under the symbol “GCMN”. It is engaged in the business of gold exploration with properties in Alaska. From 2001 to 2004, Mr. Dunne was a Director of Daybreak Oil and Gas Inc., a public company traded on the OTCBB under the symbol “DBRM”. It is engaged in the business of oil and gas production. From 2000 to 2006, Mr. Dunne had been an Advisor to Nova Energy Biofuels, in respect to acquisition and merger matters. The company was formerly known as Nova Oil and Gas Inc. In 2006, Nova Energy changed their business from an oil & gas producer to biofuel energy. Its business operations have ceased. Since 1998, Mr. Dunne has been the owner of Terrence J. Dunne & Associates, a private company engaged in business consulting with a focus on acquisitions, mergers and reorganizations.

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During the past ten years, Messrs. Crawford, Yajnik, May, Gray, Troendly, and Dunne have not been the subject of the following events:

1.	A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

2.	Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3.	The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;

	i)	Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

	ii)	Engaging in any type of business practice; or

	iii)	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4.	The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;

5.	Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6.	Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7.	Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

	i)	Any Federal or State securities or commodities law or regulation; or

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	ii)	Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or

	iii)	Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8.	Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

ITEM 5.06 CHANGE IN SHELL COMPANY STATUS.

On or about September 30, 2012, as a result of completing our Share Exchange Agreement and changing the focus of our business from manufacturing steak timers to oil and gas exploration and production, we were, as a matter of law, no longer a “shell company” as that term is defined in Rule 405 of the Securities Act of 1933, as amended. Rule 405 provides that:

Shell company. The term shell company means a registrant, other than an asset-backed issuer as defined in Item 1101(b) of Regulation AB (§229.1101(b) of this chapter), that has:

(1) No or nominal operations; and

(2) Either:

(i) No or nominal assets;

(ii) Assets consisting solely of cash and cash equivalents; or

(iii)

Assets consisting of any amount of cash and cash equivalents and nominal other assets.

Note: For purposes of this definition, the determination of a registrant’s assets (including cash and cash equivalents) is based solely on the amount of assets that would be reflected on the registrant’s balance sheet prepared in accordance with generally accepted accounting principles on the date of that determination.

We have determined that we were no longer a shell company at September 30, 2012, based upon the fact that we have more than nominal assets, other than cash and more than nominal operations.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

We are including the following discussion to inform our existing and potential security holders generally of some of the risks and uncertainties that can affect our company and to take advantage of the “safe harbor” protection for forward-looking statements that applicable federal securities law affords.

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From time to time, our management or persons acting on our behalf may make forward-looking statements to inform existing and potential security holders about our company. All statements other than statements of historical facts included in this report regarding our financial position, business strategy, plans and objectives of management for future operations, industry conditions, and indebtedness covenant compliance are forward-looking statements. When used in this report, forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “target,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may” or other words and similar expressions that convey the uncertainty of future events or outcomes. Items contemplating or making assumptions about, actual or potential future sales, market size, collaborations, and trends or operating results also constitute such forward-looking statements.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our company’s control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: general economic or industry conditions, nationally and/or in the communities in which our company conducts business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our company’s operations, products, services and prices.

We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. You should consider carefully the Risk Factors and other sections of this report, which describe factors that could cause our actual results to differ from those set forth in the forward-looking statements. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the United States Securities and Exchange Commission (the “SEC”) which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.

GLOSSARY OF OIL AND NATURAL GAS TERMS

The definitions set forth below apply to the indicated terms as used in this report. All volumes of natural gas referred to herein are stated at the legal pressure base of the state or area where the reserves exist and at 60 degrees Fahrenheit and in most instances are rounded to the nearest major multiple.

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3-D seismic. The method by which a three dimensional image of the earth’s subsurface is created through the interpretation of reflection seismic data collected over a surface grid. 3-D seismic surveys allow for a more detailed understanding of the subsurface than do conventional surveys and contribute significantly to field appraisal, exploitation and production.

Bbl. One stock tank barrel, or 42 U.S. gallons liquid volume, used herein in reference to crude oil or other liquid hydrocarbons.

Boe. Barrels of oil equivalent in which six Mcf of natural gas equals one Bbl of oil.

Boe/d. Boe per day.

BTU. British thermal unit, which is the heat required to raise the temperature of a one-pound mass of water from 58.5 to 59.5 degrees Fahrenheit.

Completion. The installation of permanent equipment for the production of oil or natural gas or, in the case of a dry hole, the reporting of abandonment to the appropriate agency.

Development well. A well drilled within the proved areas of an oil or natural gas reservoir to the depth of a stratigraphic horizon known to be productive.

Dry hole or well. A well found to be incapable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such production exceed production expenses and taxes.

Exploratory well. A well drilled to find a new field or to find a new reservoir in a field previously found to be productive of oil or natural gas in another reservoir.

Field. An area consisting of a single reservoir or multiple reservoirs all grouped on or related to the same individual geological structural feature and/or stratigraphic condition.

Gross acres or gross wells. The total acres or wells, as the case may be, in which a working interest is owned.

Held by production. A provision in an oil and gas lease that extends a company’s right to operate a lease as long as the property produces a minimum quantity of crude oil and natural gas.

Mcf. One thousand cubic feet of natural gas.

Net acres or net wells. The sum of the fractional working interests owned in gross acres or gross wells, as the case may be.

NYMEX. The New York Mercantile Exchange, which is a designated contract market that facilitates and regulates the trading of crude oil and natural gas contracts subject to NYMEX rules and regulations.

Operator. The individual or company responsible for the exploration, exploitation and production of an oil or natural gas well or lease.

PV10%. The estimated future net revenue, discounted at a rate of 10% per annum, before income taxes and with no price or cost escalation or de-escalation in accordance with guidelines promulgated by the SEC.

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Productive well. A well that is found to be capable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such production exceed production expenses and taxes.

Proved developed producing reserves (PDP). Proved developed reserves that are expected to be recovered from completion intervals currently open in existing wells and capable of production.

Proved Developed Non-Producing reserves (PDNP). Proved crude oil and natural gas reserves that are developed behind pipe, shut-in or that can be recovered through improved recovery only after the necessary equipment has been installed, or when the costs to do so are relatively minor. Shut-in reserves are expected to be recovered from (1) completion intervals which are open at the time of the estimate but which have not started producing, (2) wells that were shut-in for market conditions or pipeline connections, or (3) wells not capable of production for mechanical reasons. Behind-pipe reserves are expected to be recovered from zones in existing wells that will require additional completion work or future recompletion prior to the start of production.

Proved developed reserves. Proved reserves that are expected to be recovered from existing wellbores, whether or not currently producing, without drilling additional wells. Production of such reserves may require a recompletion.

Proved reserves. Those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible — from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations — prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for estimation.

Proved undeveloped reserves (PUD). Proved reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion.

Recompletion. The completion for production of an existing wellbore in another formation from that in which the well has been previously completed.

Reservoir. A porous and permeable underground formation containing a natural accumulation of producible oil and/or natural gas that is confined by impermeable rock or water barriers and is individual and separate from other reservoirs.

Spud. Start (or restart) drilling a new well.

Standardized Measure. The estimated future net revenue, discounted at a rate of 10% per annum, after income taxes and with no price or cost escalation, calculated in accordance with Accounting Standards Codification (“ASC”) 932, formerly Statement of Financial Accounting Standards No. 69 “Disclosures About Oil and Gas Producing Activities.”

Undeveloped acreage. Lease acreage on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil and natural gas regardless of whether such acreage contains proved reserves.

Working interest. An interest in an oil and gas lease that gives the owner of the interest the right to drill for and produce crude oil and natural gas on the leased acreage and requires the owner to pay a share of the costs of drilling and production operations.

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BUSINESS

We were incorporated in the State of Nevada on June 19, 2007, for the purpose of developing, manufacturing and selling a steak timer. On September 28, 2012, we changed the focus of our business when we acquired all of the ownership interests of Cardinal Energy Group, LLC, an Ohio Limited Liability Company which is engaged in the business of exploring, purchasing, developing and operating oil and gas leases.

We intend to acquire additional producing and non-producing oil and gas properties in future.

We have nominal revenues, have achieved losses since inception, have limited operations, have been issued a going concern opinion by our auditors and currently rely upon the sale of our securities to fund operations.

We have no plans to change our business activities or to combine with another business, and are not aware of any events or circumstances that might cause us to change our plans.

Acquisition and Drilling of Undeveloped Prospects

We are concentrating on acquiring producing and non-producing properties in the United States. We currently own interests in oil and gas leases located in the states of California and Ohio.

We may enter into agreements with major and independent oil and natural gas companies to drill and own interests in oil and natural gas properties. We also may drill and own interests without such strategic partners.

It is anticipated that all prospects will be evaluated utilizing data provided to us, including well logs, production records, seismic, geological and geophysical information, and such other information as may be available and useful. In addition, prospects will be evaluated by petroleum engineers, geophysicists, and other technical consultants retained by us.

Regardless of drilling location, we will evaluate all prospective acquisitions on the basis of their oil and natural gas producing potential. We will target properties that we believe have multi-pay horizons, predictable costs, and quick pipeline hookups. We seek properties that are within or offsetting proven producing oil and natural gas fields and that have the potential, if successful, to generate revenue to the company.

Prospects will be acquired pursuant to an arrangement in which we will acquire part or all of the working interest. For purposes of this report, a working interest includes any interest, which is subject to some portion of the costs of development, operation or maintenance. This working interest will be subject to landowners’ royalty interests and other royalty interests payable to unaffiliated third parties in varying amounts. We may acquire less than 100% of the working interest in each prospect in which we participate. We may sell or otherwise dispose of prospect interests or may retain a working interest in the prospects and participate in the drilling and development of the prospect.

In acquiring interests in leases, we may pay such consideration and make such contractual commitments and agreements as we deem fair, reasonable and appropriate. For purposes of this report, the term “lease” means any full or partial interest in:

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*	undeveloped oil and natural gas leases;
*	oil and natural gas mineral rights;
*	licenses;
*	concessions;
*	contracts;
*	fee rights; or
*	other rights authorizing the owner to drill for, reduce to possession and produce oil and natural gas.

We will acquire the leases and interests in the leases to be developed by the Company or third party operator. The actual number, identity and percentage of working interests or other interests in prospects to be acquired will depend upon, among other things, the total amount of capital contributions, the latest geological and geophysical data, potential title or spacing problems, availability and price of drilling services, tubular goods and services, approvals by federal and state departments or agencies, agreements with other working interest owners in the prospects, farm-ins, and continuing review of other prospects that may be available.

Title to Properties

We will own the leasehold interest in the lease. Shareholders must rely on us to use our best judgment to obtain appropriate title to leases. We will take such steps as we deem necessary to assure that title to leases is acceptable for our purposes. We are free, however, to use our judgment in waiving title requirements if it is in our best interests. Further, we will not make any warranties as to the validity or merchantability of titles to any leases to be acquired by the Company.

Drilling and Completion Phase

We will enter into agreements with drilling contractors and/or operators to complete and drill wells on our existing and acquired leases. Assuming we are successful and complete a producing oil and/or gas well, we may retain an operator to operations on the lease and completion of the well. Currently we intend to do contract with California Hydrocarbons Corporation, a corporation owned and controlled by Rashmi N. Yajnik, our president. Mr. Yajnik owns 16.49% of our outstanding shares of common stock. A completed well is one that is producing oil and gas in paying quantities. We also may act as our own operator, however at this time we intend to retain California Hydrocarbons Corporation to operate our lease in California. Currently, the fees we pay California Hydrocarbons Corporation are as favorable as can be obtained from unaffiliated third party operators.

The operator’s duties include testing formations during drilling, and completing the wells by installing such surface and well equipment, gathering pipelines, heaters, separators, etc., as are necessary and normal in the area in which the prospect is located. We will pay the drilling and completion costs of the operator as incurred, except that we are permitted to make advance payments to the operator where necessary to secure drilling rigs, drilling equipment and for other similar purposes in connection with the drilling operations. If the operator determines that the well is not likely to produce oil and/or natural gas in commercial quantities, the operator will plug and abandon the well in accordance with applicable regulations.

After drilling, the operator will complete each well deemed by it to be capable of production of oil or natural gas in commercial quantities. The depths and formations to be encountered in each well are unknown. We will monitor the performance and activities of the operator.

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Production Phase of Operations

General. Once a well is “completed” such that all surface equipment necessary to control the flow of or to shut down, a well has been installed, including the gathering pipeline, production operations will commence. We will be responsible for selling oil and natural gas production. We will attempt to sell the oil and natural gas produced from a prospect on a competitive basis at the best available terms and prices. Domestic sales of oil will be at fair market prices. We will not make any commitment of future production that does not primarily benefit us. We will sell natural gas discovered at spot market or negotiated prices domestically, based upon a number of factors, such as the quality of the natural gas, well pressure, estimated reserves, prevailing supply conditions and any applicable price regulations promulgated by the Federal Energy Regulatory Commission (“ FERC ”).

We may sell oil and/or natural gas production to marketers, refineries, foreign governmental agencies, industrial users, interstate pipelines or local utilities. Revenues from production will be received directly from these parties and paid to the Company.

Oil and natural gas production in California and Ohio, areas in which we may conduct drilling activities, is a mature industry with numerous pipeline companies and potential purchasers of oil and natural gas. Because of competition among these purchasers for output from oil and natural gas producers, we generally will not enter into long term contracts for the purchase of production.

As a result of effects of weather on costs, results may be affected by seasonal factors. In addition, both sales volumes and prices tend to be affected by demand factors with a significant seasonal component.

Expenditure of Production Revenues. Our share of production revenue from a given well will be burdened by and/or subject to royalties and overriding royalties, monthly operating charges, and other operating costs. These items of expenditure involve amounts payable solely out of, or expenses incurred solely by reason of, production operations. We intend to deduct operating expenses from the production revenue for the corresponding period.

Competition

There are a large number of oil and natural gas companies in the United States. Competition is strong among persons and companies involved in the exploration for and production of oil and natural gas. We expect to encounter strong competition at every phase of business. We will be competing with entities having financial resources and staffs substantially larger than those available to us.

The national supply of natural gas is widely diversified, with no one entity controlling over 5%. As a result of deregulation of the natural gas industry by Congress and FERC, competitive forces generally determine natural gas prices. Prices of crude oil, condensate and natural gas liquids are not currently regulated and are generally determined by competitive forces.

There will be competition among operators for drilling equipment, goods, and drilling crews. Such competition may affect our ability to acquire leases suitable for development and to expeditiously develop such leases once they are acquired.

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Geological and Geophysical Techniques

We may engage detailed geological interpretation combined with advanced seismic exploration techniques to identify the most promising leases.

Geological interpretation is based upon data recovered from existing oil and gas wells in an area and other sources. Such information is either purchased from the company that drilled the wells or becomes public knowledge through state agencies after a period of years. Through analysis of rock types, fossils and the electrical and chemical characteristics of rocks from existing wells, we can construct a picture of rock layers in the area. We will have access to the well logs and decline curves from existing operating wells. Well logs allow us to calculate an original oil or gas volume in place while decline curves from production history allow us to calculate remaining proved producing reserves. We have not purchased, leased, or entered into any agreements to purchase or lease any of the equipment necessary to conduct the geological or geophysical testing referred to herein and will only be able to do so upon raising additional capital through loans or the sale of equity securities.

Market for Oil and Gas Production

The market for oil and gas production is regulated by both the state and federal governments. The overall market is mature and with the exception of gas, all producers in a producing region will receive the same price. The major oil companies will purchase all crude oil offered for sale at posted field prices. There are price adjustments for quality difference from the Benchmark. Benchmark is Saudi Arabian light crude oil employed as the standard on which OPEC price changes have been based. Quality variances from Benchmark crude results in lower prices being paid for the variant oil. Oil sales are normally contracted with a purchaser or gatherer as it is known in the industry who will pick-up the oil at the well site. In some instances there may be deductions for transportation from the well head to the sales point. At this time the majority of crude oil purchasers do not charge transportation fees, unless the well is outside their service area. The service area is a geographical area in which the purchaser of crude oil will not charge a fee for picking upon the oil. The purchaser or oil gatherer as it is called within the oil industry, will usually handle all check disbursements to both the working interest and royalty owners. We will be a working interest owner. By being a working interest owner, we are responsible for the payment of our proportionate share of the operating expenses of the well. Royalty owners and over-riding royalty owners receive a percentage of gross oil production for the particular lease and are not obligated in any manner whatsoever to pay for the costs of operating the lease. Therefore, we, in most instances, will be paying the expenses for the oil and gas revenues paid to the royalty and over-riding royalty interests.

Gas sales are by contract. The gas purchaser will pay the well operator 100% of the sales proceeds on or about the 25th of each and every month for the previous month’s sales. The operator is responsible for all checks and distributions to the working interest and royalty owners. There is no standard price for gas. Prices will fluctuate with the seasons and the general market conditions. It is our intention to utilize this market whenever possible in order to maximize revenues. We do not anticipate any significant change in the manner production is purchased, however, no assurance can be given at this time that such changes will not occur.

The marketing of any oil and natural gas produced by us will be affected by a number of factors that are beyond our control and whose exact effect cannot be accurately predicted. These factors include:

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*	the amount of crude oil and natural gas imports;
*	the availability, proximity and cost of adequate pipeline and other transportation facilities;
*	the success of efforts to market competitive fuels, such as coal and nuclear energy and the growth and/or success of alternative energy sources such as wind power;
*	the effect of United States and state regulation of production, refining, transportation and sales;
*	the laws of foreign jurisdictions and the laws and regulations affecting foreign markets;
*	other matters affecting the availability of a ready market, such as fluctuating supply and demand; and
*	general economic conditions in the United States and around the world.

The supply and demand balance of crude oil and natural gas in world markets has caused significant variations in the prices of these products over recent years. The North American Free Trade Agreement eliminated trade and investment barriers between the United States, Canada, and Mexico, resulting in increased foreign competition for domestic natural gas production. New pipeline projects recently approved by, or presently pending before, FERC as well as nondiscriminatory access requirements could further substantially increase the availability of natural gas imports to certain U.S. markets. Such imports could have an adverse effect on both the price and volume of natural gas sales from wells.

Members of the Organization of Petroleum Exporting Countries establish prices and production quotas for petroleum products from time to time with the intent of affecting the current global supply of crude oil and maintaining, lowering or increasing certain price levels. We are unable to predict what effect, if any, such actions will have on both the price and volume of crude oil sales from the wells.

In several initiatives, FERC has required pipeline transportation companies to develop electronic communication and to provide standardized access via the Internet to information concerning capacity and prices on a nationwide basis, so as to create a national market. Parallel developments toward an electronic marketplace for electric power, mandated by FERC, are serving to create multi-national markets for energy products generally. These systems will allow rapid consummation of natural gas transactions. Although this system may initially lower prices due to increased competition, it is anticipated to expand natural gas markets and to improve their reliability.

Regulation

Our operations will be affected from time to time in varying degrees by domestic and foreign political developments, federal and state laws.

Production. In most areas of operations within the United States the production of oil and natural gas is regulated by state agencies that set allowable rates of production and otherwise control the conduct of oil and natural gas operations. Among the ways that states control production is through regulations that establish the spacing of wells or in some instances may limit the number of days in a given month during which a well can produce.

Environmental. Our drilling and production operations will also be subject to environmental protection regulations established by federal, state, and local agencies that in turn may necessitate significant capital outlays that would materially affect the financial position and our business operations. These regulations, enacted to protect against waste, conserve natural resources and prevent pollution, could necessitate spending funds on environmental protection measures, rather than on drilling operations. If any penalties or prohibitions were imposed for violating such regulations, our operations could be adversely affected.

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Natural Gas Transportation and Pricing. FERC regulates the rates for interstate transportation of natural gas as well as the terms for access to natural gas pipeline capacity. Pursuant to the Wellhead Decontrol Act of 1989, however, FERC may not regulate the price of natural gas. Such deregulated natural gas production may be sold at market prices determined by supply and demand, Btu content, pressure, location of wells, and other factors. We anticipate that all of the natural gas produced by our wells will be considered price decontrolled natural gas and that each natural gas will be sold at fair market value.

Proposed Regulation. Various legislative proposals are being considered in Congress and in the legislatures of various states, which, if enacted, may significantly and adversely affect the petroleum and natural gas industries. Such proposals involve, among other things, the imposition of price controls on all categories of natural gas production, the imposition of land use controls, such as prohibiting drilling activities on certain federal and state lands in protected areas, as well as other measures. At the present time, it is impossible to predict what proposals, if any, will actually be enacted by Congress or the various state legislatures and what effect, if any, such proposals will have on our operations. On December 19, 2007, President Bush signed into law the Energy Independence and Security Act (“EISA”), a law targeted at reducing national demand for oil and increasing the supply of alternative fuel sources. While EISA does not appear to directly impact on our operations or cost of doing business, its impact on the oil and gas industry in general is uncertain. No prediction can be made as to what additional legislation may be proposed, if any, affecting the competitive status of an oil and gas producer, restricting the prices at which a producer may sell its oil and gas or the market demand for oil and gas nor can it be predicted which proposals, including those presently under consideration, if any, might be enacted, nor when any such proposals, if enacted, might become effective.

The Kyoto Protocol to the United Nations Framework Convention on Climate Change became effective in February 2005 (the “Protocol”). Under the Protocol, participating nations are required to implement programs to reduce emissions of certain gases, generally referred to as greenhouse gases that are suspected of contributing to global warming. The United States is not currently a participant in the Protocol. However, the U.S. Congress is considering proposed legislation directed at reducing greenhouse gas emissions. In addition, there has been support in various regions of the country for legislation that requires reductions in greenhouse gas emissions, and some states have already adopted legislation addressing greenhouse gas emissions from various sources, primarily power plants. The natural gas and oil industry is a direct source of certain greenhouse gas emissions, namely carbon dioxide and methane, and future restrictions on such emissions could impact our operations. At this time, it is not possible to accurately estimate how potential future laws or regulations addressing greenhouse gas emissions would impact our business.

Acquisition of Future Leases

Our principal activity in the future will be the acquisition, development and operation of producing oil and gas leases. The acquisition process may be lengthy because of the amount of investigation which will be required prior to submitting a bid to a major oil company. Currently, we are not engaged in any bidding process. Verification of each property and the overall acquisition process can be divided into three phases, as follows:

Phase 1. Field identification . In some instances the seller will have a formal divestiture department that will provide a sales catalog of leases which will be available for sale. Review of the technical filings made to the states along with a review of the regional geological relationships, released well data and the production history for each lease will be utilized. In addition a review of the proprietary technical data in the sellers office will be made and calculation of a bid price for the field.

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Phase 2. Submission of the Bid . Each bid will be made subject to further verification of production capacity, equipment condition and status, and title.

Phase 3. Closing . Final price negotiation will take place. Cash transfer and issuance of title opinions. Tank gauging and execution of transfer orders.

After closing has occurred, the newly acquired property will be turned over to us for possible work-overs or operational changes which will in our estimation increase each well’s production.

In connection with the acquisition of an oil and gas lease for work-over operations, we will be able to assume 100% ownership of the working-interest and surface production equipment facilities with only minor expenses. In exchange for an assignment of the lease, we intend to assume the obligation to plug and abandon the well in the event we determine that reworking operations are either too expensive or will not result in production in paying quantities.

Several major oil companies have recently placed numerous oil and gas properties out for competitive bidding. We currently do not have sufficient revenues or funds available for us to make bids on such properties. We have not initiated a search for additional leases and do not intend to do so until we raise additional capital for the acquisition of additional leases. The only money we intend to raise at this time is to conduct drilling operations on the leases we currently own. We intend to raise additional capital through the sale of equity securities in order to have sufficient funds to make a bid for such properties

At the present time, we have not identified any specific oil and gas leases which we intend to acquire and will only be able to make such determination upon raising capital at a later date. We intend to focus on the Appalachian Basin in 2012 and early 2013 primarily in south central Kentucky. We intend to concentrate on oil exploration and production rather than gas production.

Our Ownership Interests

Currently we own numerous working interests in oil & gas wells located in Ohio and California and 653.84 lease acres in Colusa County, California. The 653.84 lease acreage is currently held by production.

We acquired a 1% working interest in the W. Burden #1, Layman Dairy #1, Donahey #3, D. Gorius #1, M. Dodson #1, and the Joe Patton #8 located in Licking County, Ohio, a 1% working interest in the C. Rowley #1, T. Norris #1, E. Miller #1, J. Norris #1 and the Joe Patton #8 located in Knox County, Ohio and a 10% working interest in the Koehler #1 in Perry County, Ohio in October of 2011 from California Hydrocarbons Corporation. California Hydrocarbons Corporation contributed these working interests in oil & gas wells for ownership units in the Company.

The 100% working interest in the Nowells Wells #1 & #2 located in Holmes County, Ohio was acquired in November of 2011 from Remediation Joint Venture IV, which the Company was the Operator. The joint venture partners contributed their joint venture interests in the wells for ownership units in the Company.

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half lying easterly of a line that is parallel with and distant easterly 3961.32 feet, measured at right angles from the mount Diablo meridian located in Section 18-T13N-R1E. The Armstrong 17-3 is currently shut in and needs to be remediated to begin production. The Armstrong 17-1 and 17-3 has produced in excess of 1 BCF of natural gas over the last 10 years.

Operator	Well name	County	State	Working Interest	Net Revenue Interest

Knox Energy, Inc.	W. Burden #1	Licking	Ohio	1.00%	0.8438%
Knox Energy, Inc.	Layman Dairy #1	Licking	Ohio	1.00%	0.8438%
Knox Energy, Inc.	Donahey#3	Licking	Ohio	1.00%	0.8438%
Knox Energy, Inc.	C. Rowley #1	Knox	Ohio	1.00%	0.8438%
Knox Energy, Inc.	T. Norris #1	Knox	Ohio	1.00%	0.8438%
Knox Energy, Inc.	E. Miller #1	Knox	Ohio	1.00%	0.8438%
Knox Energy, Inc.	D. Gorius#1	Licking	Ohio	1.00%	0.8438%
Knox Energy, Inc.	J. Norris #1	Knox	Ohio	1.00%	0.8438%
Knox Energy, Inc.	M. Dodson#1	Licking	Ohio	1.00%	0.8438%
Knox Energy, Inc.	J. Geiger#1	Knox	Ohio	1.00%	0.8438%
Knox Energy, Inc.	Joe Patton #8	Licking	Ohio	1.00%	0.8438%
Oxford Oil Co	Koehler #1	Perry	Ohio	10.00%	8.7500%
Interden Industries	Nowells #1	Holmes	Ohio	100.00%	87.5000%
Interden Industries	Nowells #2	Holmes	Ohio	100.00%	87.5000%
California Hydrocarbons	Armstrong 17-1	Colusa	California	100.00%	87.5000%
California Hydrocarbons	Armstrong 17-3	Colusa	California	100.00%	87.5000%

California

We currently we own a 100% working interest, 87.5% net revenue interest 651.84 acres in Colusa County, California more particularly described as:

*	All of Sec. 17 - T13N - R1E of the Mount Diablo Base and Meridian except the NE/4 and all of that portion of the east half lying easterly on a line that is parallel with and distant easterly 3961.32 feet, measured at right angles form the Mount Diablo Meridian located in Section 18-T13N-R1E.

The foregoing leases contain one producing well and one non-producing well. In 2011, we produced 6,782 Mcfs and in 2010 we produced 6,882 Mcfs. From January 1, 2012 through June 30, 2012, we produced 1,524 Mcfs.

The operator of the foregoing property is California Hydrocarbons Corporation pursuant to a written operating agreement. California Hydrocarbons Corporation is owned and controlled by Rashmi N. Yajnik, an affiliate. Mr. Yajnik owns 16.47% of our outstanding shares of common stock. Under the terms of the operating agreement we are obligated to pay California Hydrocarbons their out of pocket operating costs without any overriding royalties except the 12.5% paid to the land owner.

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Ohio

In October of 2011, we acquired 1% working interests, 0.843% net revenue interests in 11 gas wells located in Licking and Knox Counties, Ohio. The total gross gas production from the 11 wells was 44,780 Mcfs for 2011; 51,989 Mcfs for 2010; and 1,524 Mcfs from January 1, 2012 to June 30, 2012. The total gross oil production from the 11 wells was 847 bbls for 2011; 871.18 barrels for 2010; and 140 bbls from January 1, 2012 to June 30, 2012. Of the foregoing, we received 0.8343% thereof and are obligated to pay 1% of the total lease operating expenses of the wells. Knox Energy, Inc. is the operator of the wells. We are a passive investor in the wells.

We also own a 10% working interest, 8.75% net revenue interest in Koehler #1 well located in Perry County, Ohio. Total production from the Koehler #1 well in 2011 was 301 Mcfs; 576 in 2010; and, from January 1, 2012 through June 30, 2012 was -0-. The well has not produced in 2012 and needs remediated. Our interest in the production for 2011 was 26.3375 Mcfs; 50.4 Mcfs in 2010; and zero so far with respect to oil production from the Koehler #1, in 2012. In 2011, the Koehler #1 produced 287 barrels of oil. Our interest in the 287 barrels of oil was 25.1125 bbls. Oxford Oil Co. is the operator the wells.

We also own 100% working interests, 87.5% net revenue interest in the Nowells #1 well and Nowells #2 well located in Holms County, Ohio. The two wells produced 51.17 gross barrels of oil in 2011 and 78.40 gross barrels of oil through September 2012. Our interest therefore, was 113.37 gross bbls for which we received $9,802.82. The total cost for operating the wells in 2011 was $1,200.00; in 2010; and from January 1, 2012 through June 30, 2012 was $600.00. Interden Industries is the operator of the wells. Since we own more than 50% of the working interest, we are able to control the operations of these wells.

With respect to all of our interests, we have no proved reserves. Further we have not drilled any wells on our properties.

Competition

The oil and gas industry is highly competitive. Our competitors and potential competitors include major oil companies and independent producers of varying sizes of which are engaged in the acquisition of producing properties and the exploration and development of prospects. Most of our competitors have greater financial, personnel and other resources than does We and therefore have a greater leverage to use in acquiring prospects, hiring personnel and marketing oil and gas. Accordingly, a high degree of competition in these areas is expected to continue.

Governmental Regulation

The production and sale of oil and gas is subject to regulation by state, federal and local authorities. In most areas there are statutory provisions regulating the production of oil and natural gas under which administrative agencies may set allowable rates of production and promulgate rules in connection with the operation and production of such wells, ascertain and determine the reasonable market demand of oil and gas, and adjust allowable rates with respect thereto.

The sale of liquid hydrocarbons was subject to federal regulation under the Energy Policy and Conservation Act of 1975 which amended various acts, including the Emergency Petroleum Allocation Act of 1973. These regulations and controls included mandatory restrictions upon the prices at which most domestic crude oil and various petroleum products could be sold. All price controls and restrictions

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on the sale of crude oil at the wellhead have been withdrawn. It is possible, however, that such controls may be reimposed in the future but when, if ever, such reimposition might occur and the effect thereof on We cannot be predicted.

The sale of certain categories of natural gas in interstate commerce is subject to regulation under the Natural Gas Act and the Natural Gas Policy Act of 1978 (“NGPA”). Under the NGPA, a comprehensive set of statutory ceiling prices applies to all first sales of natural gas unless the gas is specifically exempt from regulation (i.e., unless the gas is “deregulated”). Administration and enforcement of the NGPA ceiling prices are delegated to the FERC. In June 1986, the FERC issued Order No. 451, which, in general, is designed to provide a higher NGPA ceiling price for certain vintages of old gas. It is possible, though unlikely, that we may in the future acquire significant amounts of natural gas subject to NGPA price regulations and/or FERC Order No. 451.

Our operations are subject to extensive and continually changing regulation because legislation affecting the oil and natural gas industry is under constant review for amendment and expansion. Many departments and agencies, both federal and state, are authorized by statute to issue and have issued rules and regulations binding on the oil and natural gas industry and its individual participants. The failure to comply with such rules and regulations can result in large penalties. The regulatory burden on this industry increases our cost of doing business and, therefore, affects our profitability. However, we do not believe that we are affected in a significantly different way by these regulations than our competitors are affected.

Transportation and Production

Transportation and Sale of Oil and Natural Gas . We can make sales of oil, natural gas and condensate at market prices which are not subject to price controls at this time. The price that we receive from the sale of these products is affected by our ability to transport and the cost of transporting these products to market. Under applicable laws, the Federal Energy Regulatory Commission (“FERC”) regulates:

-	the construction of natural gas pipeline facilities, and
-	the rates for transportation of these products in interstate commerce.

Our possible future sales of natural gas are affected by the availability, terms and cost of pipeline transportation. The price and terms for access to pipeline transportation remain subject to extensive federal and state regulation. Several major regulatory changes have been implemented by Congress and the FERC from 1985 to the present. These changes affect the economics of natural gas production, transportation and sales. In addition, the FERC is continually proposing and implementing new rules and regulations affecting these segments of the natural gas industry that remain subject to the FERC’s jurisdiction. The most notable of these are natural gas transmission companies.

The FERC’s more recent proposals may affect the availability of interruptible transportation service on interstate pipelines. These initiatives may also affect the intrastate transportation of gas in some cases. The stated purpose of many of these regulatory changes is to promote competition among the various sectors of the natural gas industry. These initiatives generally reflect more light-handed regulation of the natural gas industry. The ultimate impact of the complex rules and regulations issued by the FERC since 1985 cannot be predicted. In addition, some aspects of these regulatory developments have not become final but are still pending judicial and FERC final decisions. We cannot predict what further action the FERC will take on these matters. However, we do not believe that any action taken will affect it much differently than it will affect other natural gas producers, gatherers and marketers with which We might compete against.

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Effective as of January 1, 1995, the FERC implemented regulations establishing an indexing system for transportation rates for oil. These regulations could increase the cost of transporting oil to the purchaser. We do not believe that these regulations will affect it any differently than other oil producers and marketers with which it competes with.

Regulation of Drilling and Production . Our proposed drilling and production operations are subject to regulation under a wide range of state and federal statutes, rules, orders and regulations. Among other matters, these statutes and regulations govern:

-	the amounts and types of substances and materials that may be released into the environment,
-	the discharge and disposition of waste materials,
-	the reclamation and abandonment of wells and facility sites, and
-	the remediation of contaminated sites,

and require:

-	permits for drilling operations,
-	drilling bonds, and
-	reports concerning operations.

State laws contain:

-	provisions for the unitization or pooling of oil and natural gas properties,
-	the establishment of maximum rates of production from oil and natural gas wells, and
-	the regulation of the spacing, plugging and abandonment of wells.

Environmental Regulations

Our operations are affected by the various state, local and federal environmental laws and regulations, including the:

-	Clean Air Act,
-	Oil Pollution Act of 1990,
-	Federal Water Pollution Control Act,
-	Resource Conservation and Recovery Act (“RCRA”),
-	Toxic Substances Control Act, and
-	Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”).

these laws and regulations govern the discharge of materials into the environment or the disposal of waste materials, or otherwise relate to the protection of the environment. In particular, the following activities are subject to stringent environmental regulations:

-	drilling,
-	development and production operations,
-	activities in connection with storage and transportation of oil and other liquid hydrocarbons, and
-	use of facilities for treating, processing or otherwise handling hydrocarbons and wastes.

Violations are subject to reporting requirements, civil penalties and criminal sanctions. As with the industry generally, compliance with existing regulations increases our overall cost of business. The increased costs cannot be easily determined. Such areas affected include:

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-	unit production expenses primarily related to the control and limitation of air emissions and the disposal of produced water,
-	capital costs to drill exploration and development wells resulting from expenses primarily related to the management and disposal of drilling fluids and other oil and natural gas exploration wastes, and
-	capital costs to construct, maintain and upgrade equipment and facilities and remediate, plug and abandon inactive well sites and pits.

Environmental regulations historically have been subject to frequent change by regulatory authorities. Therefore, we are unable to predict the ongoing cost of compliance with these laws and regulations or the future impact of such regulations on its operations. However, we do not believe that changes to these regulations will have a significant negative effect on its operations.

A discharge of hydrocarbons or hazardous substances into the environment could subject us to substantial expense, including both the cost to comply with applicable regulations pertaining to the clean-up of releases of hazardous substances into the environment and claims by neighboring landowners and other third parties for personal injury and property damage. We do not maintain insurance for protection against certain types of environmental liabilities.

The Clean Air Act requires or will require most industrial operations in the United States to incur capital expenditures in order to meet air emission control standards developed by the EPA and state environmental agencies. Although no assurances can be given, we believe the Clean Air Act requirements will not have a material adverse effect on our financial condition or results of operations.

RCRA is the principal federal statute governing the treatment, storage and disposal of hazardous wastes. RCRA imposes stringent operating requirements, and liability for failure to meet such requirements, on a person who is either:

-	a “generator” or “transporter” of hazardous waste, or
-	an “owner” or “operator” of a hazardous waste treatment, storage or disposal facility.

At present, RCRA includes a statutory exemption that allows oil and natural gas exploration and production wastes to be classified as non-hazardous waste. As a result, we will not be subject to many of RCRA’s requirements because its operations will probably generate minimal quantities of hazardous wastes.

CERCLA, also known as “Superfund”, imposes liability, without regard to fault or the legality of the original act, on certain classes of persons that contributed to the release of a “hazardous substance” into the environment. These persons include:

-	the “owner” or “operator” of the site where hazardous substances have been released, and
-	companies that disposed or arranged for the disposal of the hazardous substances found at the site.

CERCLA also authorizes the EPA and, in some instances, third parties to act in response to threats to the public health or the environment and to seek to recover from the responsible classes of persons the costs they incur. In the course of our ordinary operations, we could generate waste that may fall within CERCLA’s definition of a “hazardous substance”. As a result, We may be liable under CERCLA or under analogous state laws for all or part of the costs required to clean up sites at which such wastes have been disposed.

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Under such law we could be required to:

-	remove or remediate previously disposed wastes, including wastes disposed of or released by prior owners or operators,
-	clean up contaminated property, including contaminated groundwater, or
-	perform remedial plugging operations to prevent future contamination.

We could also be subject to other damage claims by governmental authorities or third parties related to such contamination.

While the foregoing regulations appear extensive, we believe that because we will initially be drilling and operating one oil or gas well, compliance with the foregoing regulations will not have any material adverse affect upon us. Further, we believe we will only spend minimal amounts of money to comply therewith in connection with its one proposed well.

Company’s Office

Our offices are located at 2665 Fairfax Drive, Upper Arlington, Ohio 43220. Our telephone number is 614-459-4959. Our offices are located in the home of Timothy Crawford, our principal executive officer. We use approximately 750 square feet of space for our office on a rent free basis.

Employees

We are a development stage company and currently have three full-time employees and two part time employees.

RISK FACTORS

1.	The Volatility of Oil and Gas Markets may have an adverse affect on our operations .

In the past few years, the price of oil and gas has been volatile. During the last five years the price of oil has fluctuated from a low of approximately $40.00 per barrel to a high of approximately $145.00 per barrel. The price of natural gas has fluctuated from a low of approximately $1.80 per 1,000 cubic feet to a high of approximately $13.00 per 1,000 cubic feet. At the present time the price of oil is near $112.00 per barrel. The price of natural gas is near $3.25 per 1,000 cubic feet. There is no assurance that in the future prices for oil and gas production will stabilize at current rates. This fluctuation could have an adverse affect on our operations if it should drop.

2.	Title to our oil and gas leases could be defective in which case we may not own the interests that we believe we do .

It is customary in the oil and gas industry that upon acquiring an interest in a property, that only a preliminary title investigation be done at that time. We intend to follow this custom. If the title to the prospects should prove to be defective, we could lose the costs of acquisition, or incur substantial costs for curative title work.

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3.	If we find gas our wells could be shut-in and revenues could be curtailed.

Production from gas wells in many geographic areas of the United States has been curtailed or shut-in for considerable periods of time due to a lack of market demand, and such curtailments may continue for a considerable period of time in the future. There may be an excess supply of gas in areas where our operations will be conducted. In such event, it is possible that there will be no market or a very limited market for our gas production. It is customary in many portions of California, Ohio, and Kentucky, to shut-in gas wells in the spring and summer when there is not sufficient demand for gas. This could result in suspension of revenues.

4.	Operating and environmental hazards could have a negative impact on our operations.

Hazards incident to the operation of oil and gas properties, such as accidental leakage of petroleum liquids and other unforeseen conditions, may be encountered by us if we participate in developing a well and, on occasion, substantial liabilities to third parties or governmental entities may be incurred. We could be subject to liability for pollution and other damages or may lose substantial portions of prospects or producing properties due to hazards which cannot be insured against or which have not been insured against due to prohibitive premium costs or for other reasons. We currently do not maintain any insurance for environmental damages. Governmental regulations relating to environmental matters could also increase the cost of doing business or require alteration or cessation of operations in certain areas.

5.	Because the probability of an individual prospect ever having oil and gas is extremely remote any funds spent on exploration will probably be lost.

The probability of an individual prospect ever having oil and gas is extremely remote. In all probability the property does not contain any oil and gas. As such, any funds spent on exploration will probably be lost which result in a loss of your investment.

6.	Because our auditors have issued a going concern opinion, there is substantial uncertainty we will continue operations in which case you could lose your investment.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such we may have to cease operations and you could lose your investment. Further, we have not considered and will not consider any activity beyond our current exploration program until we have completed our exploration program.

7.	Because we may still not have sufficient capital to complete our exploration program, even if we raise the maximum amount in this offering, we may have to sell additional securities and raise additional capital which could dilute your investment.

We may still not have the capital to complete our exploration operations even if we raise the maximum amount of this offering. That is because we do not know what is under the ground and will not know what is under the ground until we begin exploration operations which we will not do until we raise at least the minimum amount of this offering.

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8.	We lack an operating history, have never had more than nominal revenues, have no current prospects for significant future revenues, and have losses which we expect to continue into the future. As a result, we may have to suspend or cease operations.

We were incorporated on June 19, 2007 for the purpose of manufacturing and selling a steak timer. On September 30, 2012, we completed an exchange of restricted shares of our common stock for all of the ownership interests of Cardinal Energy Group, LLC, an Ohio Limited Liability Company and changed our business focus from manufacturing steak timers to oil and gas exploration, development and production. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $81,161. The loss was a result of the issuance of stock and, incorporation, legal and accounting. We have never had more than nominal historical revenues and we do not have any current prospects for future revenues. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

*	our ability to locate oil and gas
*	our ability to generate revenues from the sale of oil and gas
*	our ability to reduce exploration costs.

Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research and exploration of our properties. As a result, we may not generate revenues in the future. Failure to generate revenues will cause us to suspend or cease operations. Further, we have not considered and will not consider any activity beyond our current exploration program until we have completed our exploration program.

9.	Because we are small and do not have much capital, we may have to limit our drilling activity which may result in a loss of your investment.

Because we are small and do not have much capital, we must limit our drilling activity. As such we may not be able to complete a drilling program that is as thorough as we would like. Further, we have not considered and will not consider any activity beyond our current drilling program until we have completed our first well.

10.	Because our officers and directors have other outside business activities and each will only be devoting 10% of their time or approximately four hours per week to our operations, our operations may be sporadic which may result in periodic interruptions or suspensions of exploration .

Because our officers and directors have other outside business activities and will each will only be devoting 10% of their time or four hours per week to our operations, our operations may be sporadic and occur at times which are convenient to them. As a result, exploration of the property may be periodically interrupted or suspended.

Risks associated with this offering:

11.	Because our officers and directors will own more than 50% of the outstanding, they will be able to decide who will be directors and you may not be able to elect any directors .

Our officers and directors own more than 50% of our outstanding shares of common stock. As a result they will control us.

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12.	Need for substantial additional capital.

We are in need of substantial additional capital, without which our ability to continue as a going concern will be jeopardized. In order to fund our ongoing, day-to-day operations, we will continue to require significant amounts of additional capital, and the failure to obtain such additional capital will materially adversely affect our operations. In order to fully implement our plan of operation, it will be necessary to raise at least an additional $500,000. There is no assurance that we will be successful in raising additional capital. If we raise additional capital through the sale of common stock, you could experience dilution. If we are unsuccessful in raising such additional capital, you could lose your entire investment.

13.	FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

The Financial Industry Regulation Authority (FINRA) has adopted rules that apply to broker/dealers in recommending an investment to a customer. The broker/dealers must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative, low-priced securities to their non-institutional customers, broker/dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative, low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker/dealers to recommend our common stock to their customers, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker/dealers may be willing to make a market in our common stock, reducing our stockholder’s ability to resell shares of our common stock.

14.	Our future sales of our common shares could cause our stock price to decline.

There is no contractual restriction on our ability to issue additional shares. We cannot predict the effect, if any, that market sales of our common shares or the availability of shares for sale will have on the market price prevailing from time to time. Sales by us of our common shares in the public market, or the perception that our sales may occur, could cause the trading price of our stock to decrease or to be lower than it might be in the absence of those sales or perceptions.

15.	The market price of our common stock may be volatile which could adversely affect the value of your investment in our common stock.

The trading price of our common stock may be highly volatile and could be subject to wide fluctuations in response to various factors. Some of the factors that may cause the market price of our common stock to fluctuate include:

*	fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;
*	changes in estimates of our financial results or recommendations by securities analysts;
*	failure of any of our products to achieve or maintain market acceptance;
*	changes in market valuations of similar companies;
*	significant products, contracts, acquisitions or strategic alliances of our competitors;
*	Success of competing products or services;
*	changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

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*	regulatory developments;
*	litigation involving our company, our general industry or both;
*	additions or departures of key personnel;
*	investors’ general perception of us; and
*	changes in general economic, industry and market conditions.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Forward-looking Statements

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

The following review of operations are for the years ending December 31, 2010 and December 31, 2011 and the six month periods ending June 30, 2011 and June 30, 2012 and should be read in conjunction with our Condensed Consolidated Financial Statements and the Notes included in this Form 8-K and with the Consolidated Financial Statements, Notes and Management’s Discussion.

On September 30, 2012, we acquired 100% of the issued and outstanding ownership units of Cardinal Energy Group, LLC (CEGLLC), in consideration for which we issued 77,625,000 restricted shares of our common stock.

OVERVIEW

We are focused on growth via the reworking of marginal oil and gas wells in mature but marginally producing fields that have significant proven reserves yet to be produced throughout the Continental United States. Many of these wells were drilled during the boom time of the early 1980’s. Newer production theories and technology make it possible to re-enter these older wells that have been ‘walked away from’ by their original operators. It has often been thought that approximately 25% of the original oil and natural gas in place could be produced by these initial efforts leaving roughly 75% of the commodity still in place. It only makes sense to recover the stranded reserves.

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MANAGEMENT DISCUSSION OF RESULTS OF OPERATIONS

				Net Income						Stockholders
		Revenues		(Loss)		Assets		Liabilities		Equity
Year 2010	$	101,372	$	30,384	$	58,119	$	78,696	$	(20,577)
Year 2011		11,727		(41,863)		1,320,290		25,933		1,294,357
Six Months Ended June 30, 2012		1,521		(40,310)		1,269,047		11,920		1,257,127

INCOME STATEMENT

Oil and Gas Revenues

For the year ending December 31, 2011 oil and gas revenues decreased to $11,727 compared to $101,372 for the year ending December 31, 2010 and for the six months ending June 30, 2012 oil & gas revenues decreased to $1,521 compared to $3,600 for the six months ending June 30, 2011. The decrease was due to our wells declining production. Our wells will need to be reworked to bring production up to prior levels.

Lease Operating Expense

For the year ending December 31, 2011well operating costs decreased to $3,384 compared to $47,380 for the year ending December 31, 2010 and for the six months ending June 30, 2012 well operating costs increased to $2,529 compared to $900 for the six months ending June 30, 2011. The 2011 decrease was due to our wells declining production. Our wells will need to be reworked to bring production up to prior levels. The increase in 2012 was due to well rework costs.

General and Administrative Expenses

For the year ending December 31, 2011general and administrative expenses increased to $39,613 compared to $10,981 for the year ending December 31, 2010 and for the six months ending June 30, 2012 general and administrative expenses increased to $37,877 compared to $13,810 for the six months ending June 30, 2011.The increase was due to legal and accounting expenses incurred to prepare for our merger with a public company.

Depreciation and Amortization

For the year ending December 31, 2011 depreciation and amortization expense decreased to $2,366 compared to $8,246 for the year ending December 31, 2010 and for the six months ending June 30, 2012 depreciation and amortization expense increased to $1,369 compared to $1,183 for the six months ending June 30, 2011.

Net Income (Loss)

For the year ending December 31, 2011 our net loss was $41,863 compared to a net income of $30,384 for the year ending December 31, 2010 and for the six months ending June 30, 2012 our net loss increased to $40,310 compared to $12,293for the six months ending June 30, 2011. The 2011 change from income to loss was due to our wells declining production and increased operating expenses. The 2012 increase was legal and accounting expenses incurred to prepare for our merger with a public company.

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BALANCE SHEET

Accounts Payable Related Party

There are no related party payables as June 30, 2012.

Workovers

We did not undertake any substantial workovers during 2012. As of the date of this filing, we have no plans to undertake any workovers pending receipt of additional capital.

Financial Condition, Liquidity and Capital Resources

We continue to incur operating expenses in excess of net revenue and will require capital infusions to sustain our operations until operating results improve. We may not be able to obtain such capital in a timely manner and as a result may incur liquidity imbalances.

FINANCIAL SUMMARY

In addition to production volumes and commodity prices, finding and developing sufficient amounts of crude oil and natural gas reserves at economical costs are critical to our long-term success. For 2012, we expect to spend approximately $3 to $5 million in capital and exploration expenditures, using proceeds from the sale of our stock to supplement our cash flows from operations in order to fund our capital and exploration expenditures. We believe our existing cash on hand, operating cash flows and proceeds from the sale of assets may not be sufficient to fund our capital and exploration spending in the current year. We will continue to assess the natural gas and crude oil price environment along with our liquidity position and may increase or decrease our capital and exploration expenditures accordingly.

Our 2012 strategy is to raise capital to rework our existing wells and to acquire and develop new properties. While we consider acquisitions from time to time, we remain focused on pursuing drilling opportunities that provide more predictable results. Many marginal wells we have targeted are aging wells that have dwindling production as a result of age related degradation, e.g.: production tubing getting clogged, overtime, with sand and other solids that restricts the free flow of the oil or natural gas. We will focus primarily on fields which produced oil rather than natural gas.

Our targeted projects involve primarily aging oil and gas wells whose once-healthy production has dwindled to ‘stripper’ well status despite sufficient proven reserves and reservoir characteristics to support much higher levels of production. Through the application of expertise and technology, we intend to elevate such wells significantly above their current production. We will utilize The Gas Gun® in wells that warrant such a rework.

Additionally, we intend to maintain spending discipline and manage our balance sheet in an effort to ensure sufficient liquidity, including cash resources and available credit. For 2012, we have allocated our planned program for capital and exploration expenditures primarily to the Appalachian Basin primarily in South Central Kentucky. We believe these strategies are appropriate for our portfolio of projects and the current commodity pricing environment and will continue to add shareholder value over the long-term.

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This discussion should be read in conjunction with other discussions included in this document and with prior year’s financial statements. Some of the statements are “Forward Looking Statements” and are thus prospective. As discussed, these forward-looking statements are subject to risks, uncertainties and other factors that could cause results to differ materially for the results expressed or implied by such statements.

Critical Accounting Policies and Estimates

We prepared our financial statements and the accompanying notes in conformity with accounting principles generally accepted in the United States of America, which require management to make estimates and assumptions about future events that affect the reported amounts in the financial statements and the accompanying notes. We identified certain accounting policies as critical based on, among other things, their impact on the portrayal of our financial condition, results of operations, or liquidity and the degree of difficulty, subjectivity, and complexity in their deployment. Critical accounting policies cover accounting matters that are inherently uncertain because the future resolution of such matters is unknown. Management routinely discusses the development, selection, and disclosure of each of the critical accounting policies. The following is a discussion of our most critical accounting policies.

We follow the full cost method of accounting for our oil and natural gas properties, whereby all costs incurred in connection with the acquisition, exploration for and development of petroleum and natural gas reserves are capitalized. Such costs include lease acquisition, geological and geophysical activities, rentals on non-producing leases, drilling, completing and equipping of oil and gas wells and administrative costs directly attributable to those activities and asset retirement costs. Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capital costs and proved reserves of oil and gas, in which case the gain or loss is recognized to income.

Depletion and depreciation of proved oil and gas properties is calculated on the units-of-production method based upon estimates of proved reserves. Such calculations include the estimated future costs to develop proved reserves. Oil and gas reserves are converted to a common unit of measure based on the energy content of 6,000 cubic feet of gas to one barrel of oil. Costs of unevaluated properties are not included in the costs subject to depletion. These costs are assessed periodically for impairment.

In applying the full cost method, we performed an impairment test (ceiling test) at each reporting date, whereby the carrying value of oil and gas property and equipment is limited to the “estimated present value” of the future net revenues from its proved reserves, discounted at a 10-percent interest rate and based on current economic and operating conditions, plus the cost of properties not being amortized, plus the lower of cost or fair market value of unproved properties included in costs being amortized, less the income tax effects related to any book and tax basis differences of the properties. As of December 31, 2011 and 2010 no impairment of oil and gas properties was recorded.

We follow FASB ASC 410, Asset Retirement and Environmental Obligations which requires entities to record the fair value of a liability for asset retirement obligations (“ARO”) and recorded a corresponding increase in the carrying amount of the related long-lived asset. The asset retirement obligation primarily relates to the abandonment of oil and gas properties. The present value of the estimated asset retirement cost is capitalized as part of the carrying amount of oil and gas properties and is depleted over the useful life of the asset. The settlement date fair value is discounted at our credit adjusted risk-free rate in determining the abandonment liability. The abandonment liability is accreted with the passage of time to its expected settlement fair value. Revisions to such estimates are recorded as

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adjustments to ARO are charged to operations in the period in which they become known. At the time the abandonment cost is incurred, the Company is required to recognize a gain or loss if the actual costs do not equal the estimated costs included in ARO. The ARO is based upon numerous estimates and assumptions, including future abandonment costs, future recoverable quantities of oil and gas, future inflation rates, and the credit adjusted risk free interest rate. The ARO is $3,986 as of December 31, 2011. We accreted $110 to the ARO during the year ended December 31, 2011.

DESCRIPTION OF PROPERTY

California Hydrocarbons Corporation contributed these working interests in oil & gas wells for ownership units in the Company.

We acquired a 100% working interest in the Armstrong 17-1 and Armstrong 17-3 along with 653.84 lease acres in Colusa County, California in October 20111 from California Hydrocarbons Corporation. California Hydrocarbons Corporation contributed these working interests in gas wells and lease acreage for ownership units in the Company. The lease acreage is currently held by production and is described as all of Section 17-T13N-R1E, M.D.B. & M. except the NE/4; and all that portion of the east half lying easterly of a line that is parallel with and distant easterly 3961.32 feet, measured at right angles from the mount Diablo meridian located in Section 18-T13N-R1E. The Armstrong 17-3 is currently shut in and needs to be remediated to begin production. The Armstrong 17-1 and 17-3 has produced in excess of 1 BCF of natural gas over the last 10 years.

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Operator	Well name	County	State	Working Interest	Net Revenue Interest

Knox Energy, Inc.	W. Burden #1	Licking	Ohio	1.00%	0.8438%
Knox Energy, Inc.	Layman Dairy #1	Licking	Ohio	1.00%	0.8438%
Knox Energy, Inc.	Donahey#3	Licking	Ohio	1.00%	0.8438%
Knox Energy, Inc.	C. Rowley #1	Knox	Ohio	1.00%	0.8438%
Knox Energy, Inc.	T. Norris #1	Knox	Ohio	1.00%	0.8438%
Knox Energy, Inc.	E. Miller #1	Knox	Ohio	1.00%	0.8438%
Knox Energy, Inc.	D. Gorius#1	Licking	Ohio	1.00%	0.8438%
Knox Energy, Inc.	J. Norris #1	Knox	Ohio	1.00%	0.8438%
Knox Energy, Inc.	M. Dodson#1	Licking	Ohio	1.00%	0.8438%
Knox Energy, Inc.	J. Geiger#1	Knox	Ohio	1.00%	0.8438%
Knox Energy, Inc.	Joe Patton #8	Licking	Ohio	1.00%	0.8438%
Oxford Oil Co	Koehler #1	Perry	Ohio	10.00%	8.7500%
Interden Industries	Nowells #1	Holmes	Ohio	100.00%	87.5000%
Interden Industries	Nowells #2	Holmes	Ohio	100.00%	87.5000%
California Hydrocarbons	Armstrong 17-1	Colusa	California	100.00%	87.5000%
California Hydrocarbons	Armstrong 17-3	Colusa	California	100.00%	87.5000%

California

We currently we own a 100% working interest, 87.5% net revenue interest 651.84 acres in Colusa County, California more particularly described as:

*	All of Sec. 17 - T13N - R1E of the Mount Diablo Base and Meridian except the NE/4 and all of that portion of the east half lying easterly on a line that is parallel with and distant easterly 3961.32 feet, measured at right angles form the Mount Diablo Meridian located in Section 18-T13N-R1E.

Ohio

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We also own 100% working interests, 87.5% net revenue interest in the Nowells #1 well and Nowells #2 well located in Holms County, Ohio. The two wells produced 51.17 gross barrels of oil in 2011 and 78.40 gross barrels of oil through September 2012. Our interest therefore, was 113.37 gross bbls for which we received $9,802.82. The total cost for operating the wells in 2011 was $1200.00; in 2010; and from January 1, 2012 through June 30, 2012 was $600.00. Interden Industries is the operator of the wells. Since we own more than 50% of the working interest, we are able to control the operations of these wells.

With respect to all of our interests, we have no proved reserves. Further we have not drilled any wells on our properties.

Offices

Our offices are located at 2665 Fairfax Drive, Upper Arlington, Ohio 43220. Our telephone number is (614) 459-4959. This is the home of Timothy Crawford, our principal executive officer. We use approximately 750 square feet of space for our office on a rent free basis.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of this report, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and owners of 5% or more of our total outstanding shares immediately prior to the Stock Exchange with owners of Cardinal Energy Group LLC. The stockholders listed below had direct ownership of his shares and possess voting and dispositive power with respect to the shares. Immediately prior the Share Exchange there were 8,625,000 shares of common stock outstanding.

Name of		Number of	Percentage of
Beneficial Owner	Position	Shares	Ownership

Gregory Ruff	President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Secretary, Treasurer and sole member of the Board of Directors	5,000,000	57.97%

Craig Littler	Vice President	900,000	10.43%

All officers and directors as a group
(2 individuals)		5,900,000	68.40%

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The following table sets forth, as of the date of this report, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares immediately after the Share Exchange with owners of Cardinal Energy Group LLC. The stockholders listed below have direct ownership of his shares and possess voting and dispositive power with respect to the shares. Immediately after the Share Exchange, there were 86,250,000 shares of common stock outstanding.

Name of		Number of	Percentage of
Beneficial Owner (1)	Position	Shares	Ownership

Timothy Crawford(2)	Principal Executive Officer and Director	21,711,012	25.17%

Gregory Ruff (3)	Director	5,000,000	5.80%

Rashmi N. Yajnik (4)	President and Director	14,225,635	16.49%

John C. May	Senior Vice President, Secretary and Director	1,552,500	1.80%

Roger Gray	Director of Field Operations	0	0.00%

Dan Troendly	Principal Financial Officer, Principal Accounting Officer and Treasurer	776,250	0.90%

Terrence Dunne	Chairman of the Board of Directors	776,250	0.90%

All officers and directors as a group
(7 individuals)		44,041,647	51.06%

(1)	The address for each officer/director is our address at 2665 Fairfax Drive, Upper Arlington, Ohio 43220.

(2)	Shares are registered in the name of Continental Capital Partners, Inc., a corporation owned and controlled by Timothy Crawford, our principal executive officer.

(3)	Shares are registered in the name of Gregory Ruff and Linda Ruff, husband and wife.

(4)	Shares are registered in the name of California Hydrocarbons Corporation, a corporation owned and controlled by Rashmi N. Yajnik, our president.

Future sales by existing stockholders

Currently, Rule 144 of the Securities Act of 1933, as amended, (the “Act”) is unavailable for the resale of our shares of common stock because we are categorized as a “shell company” as that term is defined in Reg. 405 of the Act. A “shell company” is a corporation with no or nominal assets or its assets consist solely of cash, and no or nominal operations. One year from the date that we file this Form 8-K, Rule 144 will then be available for the resale of our restricted securities.

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DIRECTORS AND EXECUTIVE OFFICERS

Officers and Directors

Our sole director will serve until his successor is elected and qualified. Our officers are elected by the board of directors to a term of one (1) year and serves until their successor is duly elected and qualified, or until they are removed from office. The board of directors has no nominating, auditing or compensation committees.

The names, ages and positions of our present officers and director are set forth below:

Name and Address	Age	Position(s)

Timothy Crawford	55	Principal Executive Officer and Director

Rashmi N. Yajnik	70	President and Director

John C. May	57	Senior Vice President, Secretary and Director

Roger Gray	62	Director of Field Operations

Dan Troendly	58	Principal Financial Officer, Principal Accounting Officer and Treasurer

Terrence Dunne	64	Chairman of the Board of Directors

Gregory Ruff	55	Director

Background of officers and directors

Timothy Crawford

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Rashmi N. Yajnik

Since September 30, 2012, Rashmi N. Yajnik has been our president and a member of our board of directors. Since 2000, Mr. Yajnik has been president and chief executive officer of California Hydrocarbons, Inc., an Ohio corporation engaged in the business of oil and gas production. Mr. Yajnik has over 40 years’ experience in being a successful entrepreneur in various business ventures. He spent 30 of those years as an independent producer in the oil & gas industry. Consequently his background includes extensive oil & gas experience that is complimented by his inherent entrepreneurial creativity and leadership. He is a leader in various Asian Indian community organizations. His guidance has caused Mr. Yajnik to receive an award from the Ohio Civil Rights Commission for outstanding leadership in the Asian Indian American community. He has also received the Founder’s Award for his outstanding commitment to the growth and success of the Asian Indian American Business Group. He went on to be appointed by two different Governors of the State of Ohio as an Ohio Civil Rights Commissioner. He has served at this post from 2006 until the present. Mr. Yajnik began his career in 1968 as an engineer for the West Virginia State Road Commission. He served at this post until 1970. He then became Chief Executive Officer and President of Fantastic Book Incorporated from 1970 until 1973, which is similar to today’s highly successful “Entertainment Book”. After his successful tenure at Fantastic Book Mr. Yajnik became the Chief Executive Officer and President of Inflation Fighters, Inc. from 1973 until 1979. His Chief Executive posts at Fantastic Book and Inflation Fighters honed his executive skills as a company’s primary officer. He then applied these executive skills to the start-up of his own company called Rashmi Research Inc. where he served as its Chief Executive Officer and President. He drilled and completed more than 100 wells throughout the Appalachian Basin for Rashmi Research from 1979 until 2000. Following his run at Rashmi Research he co-founded and served as Chief Executive Officer and President of California Hydrocarbons, Corp. from 2000 until 2011. While running California Hydrocarbons he acquired the assets of 3 different publicly traded Australian companies that had operations in Northern California and in the Gulf of Mexico. He obtained these assets for their salvage value. He took these assets which were in various stages of disrepair or neglect and reworked the wells. The wells continue to produce nearly 10 years later. He also acquired 5000 acres in the Gulf of Mexico and drilled 6 wells from one off-shore platform, which produced over 40 bcf of natural gas during its lifetime. In 2011 Mr. Yajnik merged California Hydrocarbons into Cardinal Energy Group and has since served as its President and Director. Mr. Yajnik’s exceptional entrepreneurial abilities complimented his efforts to find the neglected assets that would be the basis for California Hydrocarbons to become a significant gas and oil producer. His success in identifying, acquiring, drilling and completing numerous on-shore and off-shore oil wells are a testament to his skillfulness. His excellent standing in the memberships of the Asian Indian Alliance, he is founder of the Asia Indian American Business Group, the Federation of Asian Indian Association of Central Ohio, the Independent Petroleum Association of America, Ohio Oil & Gas Association, and the Columbus Council on World Affairs demonstrates Mr. Yajnik leadership ability. His leadership within these associations has contributed to his asset growth in the financial sector as well as to his continued success in the oil and gas industry.

John C. May

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day to day activities, capital formation, business planning, equipment design, contract and permit procurement. Since January 2000, Mr. May has been president of JCM Capital located in Cocoa Beach, Florida. JCM Capital is a sole proprietorship engaged in the business of business consulting. Mr. May is responsible for business planning, marketing, publicity campaigns, product development and all other day to day oversight. Mr. May is also a member of the board of directors of Director Chairman CEO- World Modal Network Services, Inc., Haines City, Florida which trades in the “grey market” under the symbol WMDL. Mr. May is also a member of the board of directors of PKG Entertainment Inc., Scottsdale, Arizona which trades in the “grey market” under the symbol “PKGN”. Mr. May was appointed to the foregoing boards in order to assist with moving them from the “grey market” to full trading status.

Roger Gray

Since September 30, 2012, Roger Gray has been our director of field operations. Since 2012 Mr. Gray has been Chief Executive Officer of Cardinal Energy Group, LLC, an Ohio Limited Liability Company engaged in the production of gas and oil. Since 2012, Mr. Gray has been Managing Partner of Northstar Capital, Cocoa Beach, Florida. Northstar Capital is a private corporation engaged in the business consulting, business planning and client management. Mr. Gray oversees day to day operations. From 2009 to 2011, Mr. Gray was Executive Vice President and Co-Founder Manx Energy, Inc., a private company which provided investor relations and business development as well as completed multiple acquisitions. From 2010 to 2012, Mr. Gray was Director of Field Operations for Continental Energy, LLC, a Limited Liability Company engaged in the business of gas and oil production. Mr. Gray was responsible for field oversight, land management, acquisitions, and analysis. From 2009 to 2010, Mr. Gray was Vice President of Land Management for Continental Energy, LLC as well. From 2006 to 2009, Mr. Gray was Vice President of Capital City Energy Group, Inc., (CETG) a public company traded on the OTCBB. Capital Energy Group, Inc. was engaged in the business of gas and oil production. Mr. Gray was responsible for oversight of field operations.

Dan Troendly

Terrence Dunne

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Resources Inc., a privately owned, Texas-based company. It is a start-up business engaged in processing and recycling drilling mud from oil operations. From 2006 to 2008, Mr. Dunne was a Director of Clean Wind Energy Towers, formerly, Superior Silver Mines Inc. Clean Wind Energy is a public company traded on the OTCBB under the symbol “CWET”. It is engaged in the business of providing alternative clean energy consulting through the use of downdraft towers. Since 2002, Mr. Dunne has been a director, from 2002- to 2010, the secretary/treasurer and since 2010, the president of Gold Crest Mines Inc. Gold Crest Mines is a publicly traded company traded on the OTCBB under the symbol “GCMN”. It is engaged in the business of gold exploration with properties in Alaska. From 2001 to 2004, Mr. Dunne was a Director of Daybreak Oil and Gas Inc., a public company traded on the OTCBB under the symbol “DBRM”. It is engaged in the business of oil and gas production. From 2000 to 2006, Mr. Dunne had been an Advisor to Nova Energy Biofuels, in respect to acquisition and merger matters. The company was formerly known as Nova Oil and Gas Inc. In 2006, Nova Energy changed their business from an oil & gas producer to biofuel energy. Its business operations have ceased. Since 1998, Mr. Dunne has been the owner of Terrence J. Dunne & Associates, a private company engaged in business consulting with a focus on acquisitions, mergers and reorganizations.

Gregory Ruff

From our inception to September 30, 2012, Gregory Ruff was our president, principal accounting officer, principal executive officer, principal financial officer, secretary, and treasurer. Since our inception and currently, Mr. Ruff is a member of our board of directors. From January 1, 2009 to August 2009, Mr. Ruff was a registered representative with Spartan Securities Group Ltd. in its Spokane, Washington office. Spartan Securities Group Ltd. is a broker-dealer registered with the Securities and Exchange Commission and the Financial Industry Regulatory Authority. From July 2007 to July 2010, Mr. Ruff was the president, principal executive officer, secretary, treasurer, principal financial officer, principal accounting officer, and a member of the board of directors of QE Brushes, Inc., a Nevada corporation. QE Brushes completed a reverse merger with Virtual Medical International, Inc. Mr. Ruff resigned as its president, secretary, treasurer, and CFO. Since December 2006, Mr. Ruff has been engaged in making personal investments for his own benefit. From 1996 to December 2006, Mr. Ruff was employed as a trader and registered representative with Public Securities Company, a broker-dealer registered with the Securities and Exchange Commission and the Financial Industry Regulatory Authority (FINRA) located in Spokane, Washington. Mr. Ruff’s duties included assisting companies in their 15C2-11 filing process for listings on the OTCBB and Pink Sheets as well as raising venture capital. Mr. Ruff graduated from Gonzaga University in 1981 with a BBA in accounting and from Pepperdine School of Law in 1984 with a Juris Doctorate.

Conflicts of Interest

We believe that our current officers and directors will not be subject to conflicts of interest. No policy has been implemented or will be implemented to address conflicts of interest.

Audit Committee Financial Expert

We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we are only beginning our commercial operations, at the present time, we believe the services of a financial expert are not warranted.

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Involvement in Certain Legal Proceedings

During the past ten years, Messrs. Crawford, Yajnik, May, Gray, Troendly, Dunne, and Ruff have not been the subject of the following events:

1.	A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

2.	Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3.	The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;

	i)	Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

	ii)	Engaging in any type of business practice; or

	iii)	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4.	The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;

5.	Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6.	Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7.	Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

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	i)	Any Federal or State securities or commodities law or regulation; or

	ii)	Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or

	iii)	Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8.	Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Audit Committee and Charter

We have a separately-designated audit committee of the board. Audit committee functions are performed by our board of directors. None of our directors are deemed independent. All directors also hold positions as our officers. Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee. A copy of the audit committee charter was filed as Exhibit 99.1 to our 2009 Annual Report on Form 10-K as filed with the Securities and Exchange Commission on April 1, 2010.

Code of Ethics

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. A copy of the code of ethics was filed as Exhibit 14.1 our 2009 Annual Report on Form 10-K as filed with the Securities and Exchange Commission on April 1, 2010.

Disclosure Committee and Charter

We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports. A copy of the disclosure committee charter was filed as Exhibit 99.2 our 2009 Annual Report on Form 10-K as filed with the Securities and Exchange Commission on April 1, 2010.

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Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% stockholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file. Based on our review of the copies of such forms received by us, or written representations that no other reports were required, and to the best of our knowledge, we believe that all of our officers, directors, and owners of 10% or more of our common stock filed all required Forms 3, 4, and 5. Messrs. Crawford, Yajnik, May, Gray, Troendly, and Dunne will be filing their Form 3’s within the next 10 business days.

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid by us for the last two years ended December 31, 2011 and 2010, to our officers. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to our named executive officers.

Summary Compensation Table

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
							Change in
							Pension Value &
						Non-Equity	Nonqualified
						Incentive	Deferred	All
				Stock	Option	Plan	Compensation	Other
Name and Principal		Salary	Bonus	Awards	Awards	Compensation	Earnings	Compensation	Totals
Position [1]	Year	($)	($)	($)	($)	($)	($)	($)	($)

Timothy Crawford	2011	0	0	0	0	0	0	0	0
CEO	2010	0	0	0	0	0	0	0	0

Rashmi N. Yajnik	2011	0	0	0	0	0	0	0	0
President	2010	0	0	0	0	0	0	0	0

John C. May	2011	0	0	0	0	0	0	0	0
Vice President and Secretary	2010	0	0	0	0	0	0	0	0

Roger Gray	2011	0	0	0	0	0	0	0	0
Director of Field Operations	2010	0	0	0	0	0	0	0	0

Dan Troendly	2011	0	0	0	0	0	0	0	0
Principal Financial Officer and Treasurer	2010	0	0	0	0	0	0	0	0

Gregory Ruff	2011	0	0	0	0	0	0	0	0
President & Treasurer ( resigned 9/30/12 )	2010	0	0	0	0	0	0	0	0

Craig Littler	2011	0	0	0	0	0	0	0	0
Vice President ( resigned 9/30/12 )	2010	0	0	0	0	0	0	0	0

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We have not paid any salaries in 2011 and we do not anticipate paying any salaries at any time in 2012. We will not begin paying salaries until we have adequate funds to do so.

The following table sets forth the compensation paid by us to our directors for the year ending December 31, 2011. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to our named director.

Director Compensation Table

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
					Change in
					Pension
	Fees				Value and
	Earned			Non-Equity	Nonqualified
	or			Incentive	Deferred	All
	Paid in	Stock	Option	Plan	Compensation	Other
	Cash	Awards	Awards	Compensation	Earnings	Compensation	Total
Name	($)	($)	($)	($)	($)	($)	($)

Timothy Crawford	0	0	0	0	0	0	0

Rashmi N. Yajnik	0	0	0	0	0	0	0

John C. May	0	0	0	0	0	0	0

Dan Troendly	0	0	0	0	0	0	0

Terrence Dunne	0	0	0	0	0	0	0

Gregory Ruff	$10,000	0	0	0	0	0	$10,000

All compensation received by our officers and directors has been disclosed.

There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance at this time.

Indemnification

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

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Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against policy, as expressed in the Act and is, therefore, unenforceable.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On August 14, 2007, we issued 5,000,000 restricted shares of common stock to Gregory Ruff, our president and sole director, in consideration of $1,300. On August 14, 2007, we issued 1,250,000 restricted shares of common stock to Craig Littler, our vice president, in consideration of $2,800 and $10,000 was an advance for our attorney’s legal services. The shares were issued pursuant to the exemption from registration contained in Section 4(2) of the Securities Act of 1933. Messrs. Ruff and Littler were furnished with all of the information that is contained in a registration statement and are sophisticated investors. No commission was paid to anyone in connection with the sale of shares to Messrs. Ruff and Littler.

We obtained an exclusive three year license from Gregory Ruff, to market and manufacture the steak timer. We have agreed to pay all costs associated with the development, manufacturing, and marketing of the steak timer. We also will pay Mr. Ruff a 20% royalty on the Net Factory Sales Price defined as follows: The gross factory selling price of the product or the US importer’s gross selling price if the steak timer is manufactured abroad, less usual trade discounts actually allowed, but not including advertising allowances or fees or commissions paid to our employees or agents. The Net Factory Sales Price shall not include packing costs, if itemized separately, import and export taxes, excise and other sales taxes, and custom duties, and costs of insurance and transportation, if billed separately, from the place of manufacture if in the U.S., or from the place of importation if manufactured abroad, to the customer’s premises or next point of distribution or sale. Bona fide returns may be deducted from units shipped into computing the royalty payable after such returns are made. Mr. Ruff allows us to use approximately 144 square feet of space at this home for our operations. Mr. Ruff does not charge us for the use of the space.

On September 30, 2012, we transferred all right, title and interest to all of our assets relating to our steak timer, including our inventory of steak timers and our license from Mr. Ruff to Mr. Ruff.

On October 1, 2011 we entered into an operating agreement with California Hydrocarbons Corporation to operate certain oil and gas leases which we own. Under the terms of the agreement, we pay California Hydrocarbons Corporation for services provided to us. The fees we pay California Hydrocarbons are as favorable as we could obtain from unrelated third parties. California Hydrocarbons is owned by Rashmi N. Yajnik.

Our offices are located at 2665 Fairfax Drive, Upper Arlington, Ohio 43220. Our telephone number is (614) 459-4959. This is the home of Timothy Crawford, our Principal Executive Officer. We use approximately 750 square feet of space for our office on a rent free basis.

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DESCRIPTION OF SECURITIES

Common Stock

Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.00001 per share. The holders of our common stock:

*	have equal ratable rights to dividends from funds legally available if and when declared by our board of directors;
*	are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;
*	do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and
*	are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock that are the subject of this offering, when issued, will be fully paid for and non-assessable. We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of our securities.

Non-cumulative voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.

Cash dividends

As of the date of this report, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Preferred Stock

We are authorized to issue 100,000,000 shares of preferred stock with a par value of $0.00001 per share. The terms of the preferred shares are at the discretion of the board of directors. Currently no preferred shares are issued and outstanding.

Anti-takeover provisions

There are no Nevada anti-takeover provisions that may have the affect of delaying or preventing a change in control.

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Reports

After we complete this offering, we will not be required to furnish you with an annual report. Further, we will not voluntarily send you an annual report. We will be required to file reports with the SEC under section 15(d) of the Securities Act. The reports will be filed electronically. The reports we will be required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain copies of the reports we file electronically. The address for the Internet site is www.sec.gov.

Stock transfer agent

Our stock transfer agent for our securities is Empire Stock Transfer, Inc., 7251 West Lake Mead Boulevard, Las Vegas, Nevada 89128. Its telephone number is (702) 562-4037.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our stock is listed for trading on the Bulletin Board operated the Financial Industry Regulatory Authority (FINRA) on OTCBB under the symbol “KOKX.” There are no outstanding options or warrants to purchase, or securities convertible into, our common stock.

Fiscal Year
2010		High Bid	Low Bid
	Fourth Quarter: 10/1/10 to 12/31/10	$0.24	$0.15
	Third Quarter: 7/1/10 to 9/30/10	$0.74	$0.30
	Second Quarter: 4/1/10 to 6/30/10	$0.80	$0.58
	First Quarter: 1/1/10 to 3/31/10	$1.49	$0.15

Fiscal Year
2011		High Bid	Low Bid
	Fourth Quarter: 10/1/11 to 12/31/11	$0.24	$0.15
	Third Quarter: 7/1/11 to 9/30/11	$0.17	$0.17
	Second Quarter: 4/1/11 to 6/30/11	$0.17	$0.17
	First Quarter: 1/1/11 to 3/31/11	$0.17	$0.17

Fiscal Year
2012		High Bid	Low Bid
	Second Quarter: 4/1/11 to 6/30/11	$0.55	$0.20
	First Quarter: 1/1/11 to 3/31/11	$0.20	$0.135

Holders

On September 30, 2012, we had 61 shareholders of record of our common stock.

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Dividend Policy

We have never paid cash dividends on our capital stock. We currently intend to retain any profits we earn to finance the growth and development of our business. We do not anticipate paying any cash dividends in the foreseeable future.

Section 15(g) of the Securities Exchange Act of 1934

Our shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser’s written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as bid and offer quotes, a dealers spread and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, the FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

Securities authorized for issuance under equity compensation plans

We have no equity compensation plans and accordingly we have no shares authorized for issuance under an equity compensation plan.

LEGAL PROCEEDINGS

We are not a party to any pending litigation and none is contemplated.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

There have been no disagreements on accounting and financial disclosures from the inception of our company through the date of this Form 8-K. MaloneBailey LLP, Houston, Texas audited our financial statements for the years ended December 31, 2011 and 2010.

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RECENT SALES OF UNREGISTERED SECURITIES

Since inception, the Registrant has sold the following securities that were not registered under the Securities Act of 1933, as follows:

*	In July 2007, we issued 6,250,000 shares of common stock pursuant to the exemption from registration set forth in section 4(2) of the Securities Act of 1933. The purchase price of the shares was $14,100. The shares were purchase by our two officers, Greg Ruff and Craig Littler. Both individuals were furnished the same information that could be found in Part I of a Form S-1 registration statement and both persons are sophisticated investors.

*	On December 30, 2008, we issued 920,000 shares of common stock to 37 individuals in consideration of $0.10 per share or a total of $92,000. The foregoing 920,000 shares of common stock were issued pursuant to the exemption from registration contained in Reg. 506 of the Securities Act of 1933. A Form D was filed with the SEC; each investor was furnished with an offering memorandum containing the same information that could be found in Part I of a Form S-1 registration statement; and, each investor had a preexisting relationship with us.

*	In December 2009, we issued 792,500 shares of common stock to 25 investors pursuant to the exemption from registration set forth in Regulation 506 of the Securities Act of 1933. The purchase price of the shares was $158,500. A Form D was filed with the SEC; each investor was furnished with an offering memorandum containing the same information that could be found in Part I of a Form S-1 registration statement; and, each investor had a preexisting relationship with us.

*	In December 2010, we issued 582,500 shares of common stock to 27 individuals in consideration of $0.20 per share or a total of $116,500. The foregoing 582,500 shares of common stock were issued pursuant to the exemption from registration contained in Reg. 506 of the Securities Act of 1933. A Form D was filed with the SEC; each investor was furnished with an offering memorandum containing the same information that could be found in Part I of a Form S-1 registration statement; and, each investor had a preexisting relationship with us.

*	In March 2011, we issued 17,500 shares of common stock to 2 individuals in consideration of $0.20 per share or a total of $3,500. The foregoing 17,500 shares of common stock were issued pursuant to the exemption from registration contained in Reg. 506 of the Securities Act of 1933. A Form D was filed with the SEC; each investor was furnished with an offering memorandum containing the same information that could be found in Part I of a Form S-1 registration statement; and, each investor had a preexisting relationship with us.

*	In May 2011, we issued 25,000 shares of common stock to one individual in consideration of $0.20 per share or a total of $5,000.

*	On September 30, 2012, we issued 77,625,000 restricted shares of common stock to 32 individuals and/or entities in exchange for all of the issued and outstanding ownership interests of Cardinal Energy Group, Inc. The foregoing shares were issued pursuant to the exemption from registration contained in Reg. 506 of the Securities Act of 1933, as amended (the “Act”). Each purchaser was an accredited investor as that term is defined in Reg. 501 of the Act and we filed a Form D with the SEC and with each state in which a purchaser resided.

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INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under our Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he/she acted in good faith and in a manner he/she reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he/she is to be indemnified, we must indemnify him/her against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, as amended, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) FINANCIAL STATEMENTS

Financial Statements of Koko Ltd. are incorporated by reference from the following:

* Our Form 10-K for the period ended December 31, 2011.

* Our Form 10-Q for the period ended March 31, 2012.

* Our Form 10-Q for the period ended June 30, 2012.

The following Financial Statements of the business acquired are filed herewith:

Audited Financial Statements of Cardinal Energy Group, LLC for years ended December 31, 2011 and 2010 are filed as Exhibit 99.3 hereto.

Unaudited Financial Statements of Cardinal Energy Group, LLC for the six months ended June 30, 2012 are filed as Exhibit 99.4 hereto.

Pro Forma Financial Information:

The following pro forma financial information is filed as Exhibit 99.5 to this Current Report and is incorporated herein by reference: The Unaudited Pro Forma Condensed Financial Statements at June 30, 2012 are filed as Exhibit 99.5 hereto.

Shell Company Transactions

Reference is made to Items 9.01(a) and 9.01(b) and the exhibits referred to therein, which are incorporated herein by reference.

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(b) EXHIBITS

		Incorporated by reference
Exhibit	Document Description	Form	Date	Number	Filed herewith

3.1	Articles of Incorporation.	S-1	3/12/09	3.1

3.2	Bylaws.	S-1	3/12/09	3.2

3.3	Articles of Incorporation of Continental Energy Partners, LLC.				X

3.4	Amended Articles of Incorporation of Cardinal Energy Group, LLC.				X

3.5	Operating Agreement of Cardinal Energy Group, LLC.				X

4.1	Specimen Stock Certificate.	S-1	3/12/09	4.1

10.1	License Agreement with Gregory Ruff.	S-1	6/13/11	10.1

10.2	Manufacturing Agreement with Meri LLC.	S-1	6/13/11	10.2

10.3	License Agreement with Sharper Image.	S-1	6/13/11	10.3

10.4	Share Exchange Agreement.				X

14.1	Code of Ethics.	10-K	4/01/10	14.1

23.1	Consent of MaloneBailey, LLP.				X

99.1	Audit Committee Charter.	10-K	4/01/10	99.2

99.2	Disclosure Committee Charter.	10-K	4/01/10	99.3

99.3	Audited Financial Statements of Cardinal Energy Group, LLC.				X

99.4	Unaudited Financial Statements of Cardinal Energy Group, LLC.				X

99.5	Unaudited Pro Forma Condensed Financial Statements.				X

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SIGNATURES

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

Dated this 2 nd day of October, 2012.

	KOKO LTD.

	BY:	TIMOTHY CRAWFORD
		Timothy Crawford
		Principal Executive Officer

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EXHIBIT INDEX

		Incorporated by reference
Exhibit	Document Description	Form	Date	Number	Filed herewith

3.1	Articles of Incorporation.	S-1	3/12/09	3.1

3.2	Bylaws.	S-1	3/12/09	3.2

3.3	Articles of Incorporation of Continental Energy Partners, LLC.				X

3.4	Amended Articles of Incorporation of Cardinal Energy Group, LLC.				X

3.5	Operating Agreement of Cardinal Energy Group, LLC.				X

4.1	Specimen Stock Certificate.	S-1	3/12/09	4.1

10.1	License Agreement with Gregory Ruff.	S-1	6/13/11	10.1

10.2	Manufacturing Agreement with Meri LLC.	S-1	6/13/11	10.2

10.3	License Agreement with Sharper Image.	S-1	6/13/11	10.3

10.4	Share Exchange Agreement.				X

14.1	Code of Ethics.	10-K	4/01/10	14.1

23.1	Consent of MaloneBailey, LLP.				X

99.1	Audit Committee Charter.	10-K	4/01/10	99.2

99.2	Disclosure Committee Charter.	10-K	4/01/10	99.3

99.3	Audited Financial Statements of Cardinal Energy Group, LLC.				X

99.4	Unaudited Financial Statements of Cardinal Energy Group, LLC.				X

99.5	Unaudited Pro Forma Condensed Financial Statements.				X

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Exhibit 10.4

EXCHANGE AGREEMENT

EXCHANGE AGREEMENT (the “Agreement “) dated September 30, 2012, by and among KOKO LTD., a Nevada corporation whose principal office is located at 2727 East 53rd Avenue, F-302, Spokane, Washington 99223 (“KOKO”); Cardinal Energy Group, LLC, an Ohio Limited Liability Company (“CEGLLC”) whose principal office is located at 2665 Fairfax Drive, Upper Arlington, Ohio 43220; Gregory Ruff, an individual, (“PRINCIPAL KOKO SHAREHOLDER”); and, each person listed on the signature page who are owners of ownership interests of CEGLLC (“SELLERS”).

R E C I T A L S

A. CEGLLC is engaged in the business of exploring for oil and gas.

B. SELLERS owns the number of ownership interests of CEGLLC set forth on signature page attached hereto.

C. KOKO is a publicly traded company engaged in the business selling steak timers. On the Closing Date (as defined herein), KOKO will have authorized capital of 100,000,000 shares of common stock, $0.00001 par value per share.

D. Prior to the Closing Date of the Agreement, KOKO will have 8,625,000 shares of common stock outstanding.

E. KOKO desires to acquire one hundred percent (100%) of the issued and outstanding ownership units of CEGLLC, in consideration for which KOKO shall issue to SELLERS collectively 77,625,000 restricted shares of KOKO common stock.

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AGREEMENT

NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows.

ARTICLE I

ACQUISITION OF CEGLLC OWNERSHIP INTERESTS BY KOKO

1.1 Acquisition of CEGLLC . In the manner and subject to the terms and conditions set forth herein, KOKO shall acquire from SELLERS, one hundred percent (100%) of the issued and outstanding ownership interests of CEGLLC (the “CEGLLC shares of common stock”).

1.2 Effective Date. If all of the conditions precedent to the obligations of each of the parties hereto as hereinafter set forth shall have been satisfied or shall have been waived, the transactions set forth herein (the “Exchange”) shall become effective on the Closing Date as defined herein.

1.3 Consideration.

(a) In connection with the acquisition of the CEGLLC ownership interests, KOKO will issue to SELLERS 77,625,000 restricted shares of KOKO common stock. (the “KOKO Shares”).

(b) If the outstanding shares of KOKO Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization, or other similar transaction, then the number of shares of Common Stock referenced in Section 1.3(a), above, will be appropriately adjusted.

(c) No fractional shares of KOKO Common Stock will be issued in connection with this Agreement, and no certificates or scrip for any such fractional shares shall be issued.

1.4

Effect of Stock Exchange. As of the Closing Date, all of the following shall occur:

(a) The Articles of Organization of CEGLLC and the Articles of Incorporation of KOKO, as in effect on the Effective Date, shall continue in effect without change or amendment.

(b) The operating agreement of CEGLLC and the bylaws of KOKO, as in effect on the Closing Date, shall continue in effect without change or amendment.

(c) Upon the Closing Date or as soon as practical thereafter, Rashmi Yajnik will be appointed president and a director of KOKO; Timothy Crawford will be appointed chief executive officer and a director; John C. May will be appointed senior vice president and a director; Roger Gray will be appointed director of field operations; Dan Troendly will be appointed chief financial officer and chief accounting officer; Terrence Dunne will be appointed as a director and chairman of the board of directors; and Gregory Ruff will remain as a director. Craig Littler will resign as an officer of KOKO. Messrs. Yajnik, Crawford, May, and Dunne will be appointed to the KOKO Board of Directors in accordance with the notice provisions of Rule 14f-1 of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) if required by law.

1.5 Disclosure Schedules . Simultaneously with the execution of this Agreement: (a) KOKO shall deliver a schedule relating to KOKO which, along with the reports of KOKO filed with the Securities and Exchange Commission, shall be referred to as the “ KOKO Disclosure Schedule ” , and (b) SELLERS and

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CEGLLC shall deliver a schedule relating to SELLERS and CEGLLC (the “ CEGLLC Disclosure Schedule ” and collectively with the KOKO Disclosure Schedule , the “ Disclosure Schedules ”) setting forth the matters required to be set forth in the Disclosure Schedules as described elsewhere in this Agreement. The Disclosure Schedules shall be deemed to be part of this Agreement. KOKO’S Disclosure Schedule shall include, but is not limited to, all publicly filed documents of KOKO.

1.6 Further Action . From time to time after the Closing, without further consideration, the parties shall execute and deliver such instruments of conveyance and transfer and shall take such other action as any party reasonably may request to more effectively transfer the CEGLLC ownership interests and KOKO Shares.

ARTICLE II

CONDUCT OF BUSINESS PENDING CLOSING; STOCKHOLDER APPROVAL

KOKO, SELLERS and CEGLLC covenant that between the date hereof and the Closing Date (as hereinafter defined):

2.1 Access by SELLERS and CEGLLC. KOKO shall afford to SELLERS, CEGLLC, and their legal counsel, accountants and other representatives, throughout the period prior to the Closing Date, full access, during normal business hours, to (a) all of the books, contracts and records of KOKO, and shall furnish SELLERS and CEGLLC, during such period, with all information concerning KOKO that SELLERS or CEGLLC may reasonably request and (b) all property of KOKO in order to conduct inspections at SELLERS’ and CEGLLC’s expense to determine that KOKO is operating in material compliance with all applicable federal, state and local and foreign statutes, rules and regulations, and that KOKO’s assets are substantially in the condition and of the capacities represented and warranted in this Agreement. Any such investigation or inspection by SELLERS or CEGLLC shall not be deemed a waiver of, or otherwise limit, the representations, warranties and covenants contained herein. SELLERS and CEGLLC shall grant identical access to KOKO and its agents.

2.2 Conduct of Business. During the period from the date hereof to the Closing Date, the business of KOKO and CEGLLC shall be operated by the respective entities in the usual and ordinary course of such business and in material compliance with the terms of this Agreement. Without limiting the generality of the foregoing:

(a) KOKO and CEGLLC, respectively, shall each use their reasonable efforts to (i) keep available the services of the present agents of KOKO and CEGLLC; (ii) complete or maintain all existing material arrangements; (iii) maintain the integrity of all confidential information of KOKO and CEGLLC; and (iv) comply in all material respects with all applicable laws; and (b) except as contemplated by this Agreement, KOKO and CEGLLC shall not (i) sell, lease, assign, transfer or otherwise dispose of any of their material assets or property including cash; (ii) agree to assume, guarantee, endorse or in any way become responsible or liable for, directly or indirectly, any material contingent obligation; make any material capital expenditures; (iii) enter into any transaction concerning a merger or consolidation other than with the other party hereto or liquidate or dissolve itself (or suffer any liquidation or dissolution) or convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of related transactions, all or a substantial part of its property, business, or assets, or stock or securities convertible into stock of any subsidiary, or make any material change in the present method of conducting business; (iv) declare or pay any dividends or make any other distribution (whether in cash or property) on any shares of its capital stock, in the case of KOKO, or in the case of CEGLLC, any ownership interests, or purchase, redeem, retire or otherwise acquire for value any securities whether now or hereafter outstanding; (v) make or suffer to exist any advances or loans to, or investments in any person, firm, corporation or other business entity not a party to this Agreement; (vi) enter into any new material agreement or be or become liable under any new material agreement, for the lease, hire or use of any real or personal

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property; (vii) create, incur, assume or suffer to exist, any mortgage, pledge, lien, charge, security interest or encumbrance of any kind upon any of its property or assets, income or profits, whether now owned or hereafter acquired; or (viii) agree to do any of the foregoing.

2.3 Exclusivity to SELLERS and CEGLLC. KOKO and its officers, directors, representatives and agents, from the date hereof, until the Closing Date (unless this Agreement shall be earlier terminated as hereinafter provided), shall not hold discussions with any person or entity, other than SELLERS and CEGLLC or their respective agents concerning the Exchange, nor solicit, negotiate or entertain any inquiries, proposals or offers to purchase the business of KOKO, nor the shares of capital stock of KOKO from any person other than SELLERS and CEGLLC, nor, except in connection with the normal operation of KOKO’s respective business, or as required by law, or as authorized in writing by SELLERS, disclose any confidential information concerning KOKO to any person other than SELLERS, CEGLLC and SELLERS and CEGLLC’s representatives or agents. SELLERS and CEGLLC shall from the date hereof, and until the Closing Date, owe the identical obligations of confidentiality and exclusivity to KOKO concerning the Exchange as stated in this Section.

2.4 Board and Shareholder Approval. The Board of Directors of KOKO has determined that the Exchange is fair to and in the best interests of its stockholders and has approved and adopted this Agreement and the terms of the Exchange. Shareholders of KOKO will not vote or approve of the transaction contemplated by this agreement. This Agreement constitutes, and all other agreements contemplated hereby will constitute, when executed and delivered by KOKO, the valid and binding obligation of KOKO, enforceable in accordance with their respective terms.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF KOKO

Except as set forth in the KOKO Disclosure Schedule (which incorporates all the reports of KOKO filed with the United States Securities and Exchange Commission) KOKO represents and warrants to SELLERS and CEGLLC as follows:

3.1 Organization and Standing. KOKO is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. KOKO has all requisite corporate power to carry on its business as it is now being conducted and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary under applicable law except where the failure to qualify (individually or in the aggregate) will not have any material adverse effect on the business or prospects of KOKO. The copies of the Articles of Incorporation and Bylaws of KOKO, as amended to date, which have been delivered to SELLERS and CEGLLC, are true and complete copies of these documents as now in effect.

3.2

Capitalization.

(a) There are currently 8,625,000 shares of KOKO common stock issued and outstanding. All of such shares of common stock that are issued and outstanding are duly authorized, validly issued and outstanding, fully paid and non-assessable, and were not issued in violation of the preemptive rights of any person. Other than as set forth in the KOKO Disclosure Schedule , there are no subscriptions, warrants, rights or calls or other commitments or agreements to which KOKO is a party or by which it is bound, pursuant to which KOKO is or may be required to issue or deliver securities of any class. Other than as set forth in the KOKO Disclosure Schedule and Recital D, there are no outstanding securities convertible or exchangeable, actually or contingently, into common stock or any other securities of KOKO.

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(b) To KOKO’S knowledge, all outstanding shares of KOKO capital stock have been issued and granted in compliance with all applicable securities laws and other applicable legal requirements.

(c) KOKO has good and marketable title to all of the KOKO Shares, free and clear of all liens, claims and encumbrances of any third persons.

3.3 Subsidiaries. KOKO owns no subsidiaries nor does it own or have an interest in any other corporation, partnership, joint venture or other entity.

3.4 Authority. KOKO’s Board of Directors has determined that the Exchange is fair to and in the best interests of KOKO’s stockholders. The execution, delivery and performance by KOKO of this Agreement (including the contemplated issuance of up to 77,625,000 KOKO Shares in accordance with this Agreement) has been duly authorized by all necessary action on the part of KOKO. KOKO has the absolute and unrestricted right, power and authority to perform its obligations under this Agreement. This Agreement constitutes, and all other agreements contemplated hereby will constitute, when executed and delivered by KOKO in accordance herewith, the valid and binding obligations of KOKO, enforceable in accordance with their respective terms.

3.5 Assets . Except as set forth in the KOKO Disclosure Schedule , KOKO has no material assets. KOKO has good and marketable title to all of the assets and properties listed on Schedule 3.5 and as reflected on the balance sheet included in the KOKO Financial Statements (as hereinafter defined).

3.6 Contracts and Other Commitments. Except as set forth in the KOKO Disclosure Schedule , KOKO is not a party to any contracts or agreements.

3.7 Litigation. There is no claim, action, proceeding, or investigation pending or, to its knowledge, threatened against or affecting KOKO before or by any court, arbitrator or governmental agency or authority which, in its reasonable judgment, could have a material adverse effect on the operations or prospects of KOKO. There are no decrees, injunctions or orders of any court, governmental department, agency or arbitration outstanding against KOKO or asserted against KOKO that has not been paid.

3.8 Taxes. For purposes of this Agreement, (A) “Tax” (and, with correlative meaning, “Taxes”) shall mean any federal, state, local or foreign income, alternative or add on minimum, business, employment, franchise, occupancy, payroll, property, sales, transfer, use, value added, withholding or other tax, levy, impost, fee, imposition, assessment or similar charge together with any related addition to tax, interest, penalty or fine thereon; and (B) “Returns” shall mean all returns (including, without limitation, information returns and other material information), reports and forms relating to Taxes.

(a) KOKO has duly filed all Returns required to be filed by it other than Returns (individually and in the aggregate) where the failure to file would have no material adverse effect on the business or prospects of KOKO. All such Returns were, when filed, and to the knowledge of KOKO are, accurate and complete in all material respects and were prepared in conformity with applicable laws and regulations. KOKO has paid or will pay in full or has adequately reserved against all Taxes otherwise assessed against it through the Closing Date.

(b) KOKO is not a party to any pending action or proceeding by any governmental authority for the assessment of any Tax, and, to the knowledge of KOKO, no claim for assessment or collection of any Tax related to KOKO has been asserted against KOKO that has not been paid. There are no Tax liens upon the assets of KOKO. There is no valid basis, to KOKO’s knowledge, for any assessment, deficiency, notice, 30-day letter or similar intention to assess any Tax to be issued to KOKO by any governmental authority.

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3.9 Compliance with Laws and Regulations. KOKO has complied and is presently complying, in all material respects, with all laws, rules, regulations, orders and requirements (federal, state and local and foreign) applicable to it in all jurisdictions where the business of KOKO is conducted or to which KOKO is subject, including all requisite filings with the SEC. KOKO has not made any misrepresentation nor has omitted any material facts in any of its SEC filings to date.

3.10 Hazardous Materials. To the knowledge of KOKO, KOKO has not violated, or received any written notice from any governmental authority with respect to the violation of any law, rule, regulation or ordinance pertaining to the use, maintenance, storage, transportation or disposal of “Hazardous Materials.” As used herein, the term “Hazardous Materials” means any substance now or hereafter designated pursuant to Section 307(a) and 311 (b)(2)(A) of the Federal Clean Water Act, 33 USC §§ 1317(a), 1321(b)(2)(A), Section 112 of the Federal Clean Air Act, 42 USC § 3412, Section 3001 of the Federal Resource Conservation and Recovery Act, 42 USC § 6921, Section 7 of the Federal Toxic Substances Control Act, 15 USC § 2606, or Section 101(14) and Section 102 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 USC §§ 9601(14), 9602.

3.11 No Breaches. The making and performance of this Agreement will not (i) conflict with or violate the Articles of Incorporation or the Bylaws of KOKO, (ii) violate any laws, ordinances, rules, or regulations, or any order, writ, injunction or decree to which KOKO is a party or by which KOKO or any of its businesses, or operations may be bound or affected or (iii) result in any breach or termination of, or constitute a default under, or constitute an event which, with notice or lapse of time, or both, would become a default under, or result in the creation of any encumbrance upon any material asset of KOKO under, or create any rights of termination, cancellation or acceleration in any person under, any contract.

3.12 Employees . KOKO has no employees that are represented by any labor union or collective bargaining unit. Nor does KOKO have any employment agreements or compensation plans which are in effect with anyone.

3.13 Financial Statements. Year end audited financial statements and unaudited quarterly stub financial statements are available online at www.sec.gov (collectively the “Financial Statements”). The Financial Statements present fairly, in all material respects, the financial position on the dates thereof and results of operations of KOKO for the periods indicated, prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied. There are no assets of KOKO the value of which is materially overstated in said Financial Statements.

3.14 Absence of Certain Changes or Events. Except as set forth in the KOKO Disclosure Schedule , since June 30, 2012 (the “Balance Sheet Dates”), there has not been:

(a) any material adverse change in the financial condition, properties, assets, liabilities or business of KOKO;

(b) any material damage, destruction or loss of any material properties of KOKO, whether or not covered by insurance;

(d) any material adverse change in the treatment and protection of trade secrets or other confidential information of KOKO; and

(e) any occurrence not included in paragraphs (a) through (d) of this Section 3.14 which has

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resulted, or which KOKO has reason to believe, might be expected to result in, a material adverse change in the business or prospects of KOKO.

3.15 Government Licenses, Permits, Authorizations. KOKO has all governmental licenses, permits, authorizations and approvals necessary for the conduct of its business as currently conducted (“Licenses and Permits”). All such Licenses and Permits are in full force and effect, and no proceedings for the suspension or cancellation of any thereof is pending or, to the knowledge of KOKO, threatened.

3.16 Employee Benefit Plans.

(a) KOKO has no bonus, material deferred compensation, material incentive compensation, stock purchase, stock option, severance pay, termination pay, hospitalization, medical, insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plan.

(b) KOKO has not maintained, sponsored or contributed to, any employee pension benefit plan (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) or any similar pension benefit plan under the laws of any foreign jurisdiction.

(c) Except as set forth in the KOKO Disclosure Schedule , neither the execution, delivery or performance of this Agreement, nor the consummation of the Exchange or any of the other transactions contemplated by this Agreement, will result in any bonus, golden parachute, severance or other payment or obligation to any current or former employee or director of any of KOKO, or result in any acceleration of the time of payment, provision or vesting of any such benefits.

3.17 Business Locations. Other than as set forth in the KOKO Disclosure Schedule , KOKO does not own or lease any real or personal property in any state or country.

3.18 Intellectual Property. KOKO owns no intellectual property of any kind. KOKO is not currently in receipt of any notice of any violation or infringements of, and is not knowingly violating or infringing, or to the best of its knowledge has not violated or infringed the rights of others in any trademark, trade name, service mark, copyright, patent, trade secret, know-how or other intangible asset.

3.19 Governmental Approvals. Except as set forth in the KOKO Disclosure Schedule , no authorization, license, permit, franchise, approval, order or consent of, and no registration, declaration or filing by KOKO with, any governmental authority, domestic or foreign, federal, state or local, is required in connection with KOKO’s execution, delivery and performance of this Agreement. Except as set forth in the KOKO Disclosure Schedule , no consents of any other parties are required to be received by or on the part of KOKO to enable KOKO to enter into and carry out this Agreement.

3.20 Transactions with Affiliates. Except as set forth in the KOKO Disclosure Schedule , KOKO is not indebted for money borrowed, either directly or indirectly, from any of its officers, directors, or any Affiliate (as defined below), in any amount whatsoever; nor are any of its officers, directors, or Affiliates indebted for money borrowed from KOKO; nor are there any transactions of a continuing nature between KOKO and any of its officers, directors, or affiliates not subject to cancellation which will continue beyond the Closing Date, including, without limitation, use of the assets of KOKO for personal benefit with or without adequate compensation. For purposes of this Agreement, the term “Affiliate” shall mean any person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. As used in the foregoing definition, the term (i) “control” shall mean the power through the ownership of voting securities, contract or otherwise to direct the affairs of another person and (ii) “person” shall mean an individual, firm, trust, association, corporation, partnership, government (whether federal, state, local or other political subdivision, or any agency or bureau of any of them) or other

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entity.

3.21 No Distributions. KOKO has not made nor has any intention of making any distribution or payment to any of its shareholders with respect to any of its shares prior to the Closing Date.

3.22 Liabilities. KOKO has no material direct or indirect indebtedness, liability, claim, loss, damage, deficiency, obligation or responsibility, fixed or unfixed, choate or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise (“Liabilities”), whether or not of a kind required by generally accepted accounting principles to be set forth on a financial statement, other than (i) Liabilities fully and adequately reflected or reserved against on the KOKO Balance Sheet, (ii) Liabilities incurred since the Balance Sheet Date in the ordinary course of the business of KOKO, or (iii) Liabilities otherwise disclosed in this Agreement, including the exhibits hereto and KOKO Disclosure Schedule .

3.23 Accounts Receivable. Except as set forth in the KOKO Disclosure Schedule , KOKO has no accounts receivable.

3.24 Insurance . KOKO has no insurance policies in effect.

3.25 Principal KOKO Shareholder Representations and Warranties. The PRINCIPAL KOKO SHAREHOLDER represents and warrants that he has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the other Closing Documents to which he is a party and to perform his obligations under this Agreement and the other Closing Documents to which he is a party, and he, with his wife, Linda Ruff, has good and marketable title to all of the KOKO Shares listed in Exhibit A hereto, free and clear of all liens, claims and encumbrances of any third persons.

3.26 No Omissions or Untrue Statements. To the best of each party’s knowledge no representation or warranty made by KOKO or the PRINCIPAL KOKO SHARHOLDER (with respect to Section 3.25 only) to SELLERS and CEGLLC in this Agreement, the KOKO Disclosure Schedule or in any certificate of an KOKO officer required to be delivered to SELLERS pursuant to the terms of this Agreement, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading as of the date hereof and as of the Closing Date.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLERS

SELLERS, jointly and severally and CEGLLC represent and warrant to KOKO as follows as of the date hereof and as of the Closing Date:

4.1 Organization and Standing of CEGLLC. CEGLLC is an Ohio Limited Liability Corporation duly organized, validly existing and in good standing under the laws of the State of Ohio, and has the power to carry on its business as now conducted and to own its assets and is duly qualified to transact business as a foreign limited liability corporation in each state where such qualification is necessary except where the failure to qualify will not have a material adverse effect on the business or prospects of CEGLLC. The copies of the Articles of Organization and Operating Agreement of CEGLLC, as amended to date, and made available to KOKO, are true and complete copies of those documents as now in effect.

4.2 Authority. The Managers of CEGLLC have approved this Agreement.

4.3 No Conflict. The making and performance of this Agreement will not (i) conflict with the Articles of Organization or Operating Agreement of CEGLLC, (ii) violate any laws, ordinances, rules, or

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regulations, or any order, writ, injunction or decree to which CEGLLC is a party or by which CEGLLC or any of their material assets, business, or operations may be bound or affected or (iii) result in any breach or termination of, or constitute a default under, or constitute an event which, with notice or lapse of time, or both, would become a default under, or result in the creation of any encumbrance upon any material asset of CEGLLC, or create any rights of termination, cancellation, or acceleration in any person under any material agreement, arrangement, or commitment.

4.4 Properties. Except as set forth in the CEGLLC Disclosure Schedule , SELLERS have good and marketable title to all of the ownership interests of CEGLLC, free and clear of all liens, claims and encumbrances of third persons whatsoever, and CEGLLC has good and marketable title to all of the assets and properties which it purports to own as reflected on the balance sheet included in the CEGLLC Financial Statements (as hereinafter defined), or thereafter acquired.

4.5 Capitalization of CEGLLC. The ownership of GEGLLC consists of 1,000,000 (one million) ownership interests owned by 32 individuals and/or entities registered in the names of the SELLERS. There are no other ownership interests of CEGLLC issued and outstanding. All ownership interests are duly authorized, validly issued, fully paid, and non-assessable. As of the date hereof, there were no outstanding options, warrants or rights of conversion or other rights, agreements, arrangements or commitments relating to the securities of CEGLLC or obligating CEGLLC to issue or sell any securities of CEGLLC to anyone. To CEGLLC’S knowledge, all outstanding ownership interests of CEGLLC have been issued and granted in compliance with all applicable legal requirements.

4.6 Governmental Approval; Consents. No authorization, license, permit, franchise, approval, order or consent of, and no registration, declaration or filing by SELLERS or CEGLLC with any governmental authority, domestic or foreign, federal, state or local, is required in connection with SELLERS’ OR CEGLLC’s execution, delivery and performance of this Agreement. Except as set forth in the CEGLLC Disclosure Schedule , no consents of any other parties are required to be received by or on the part of SELLERS or CEGLLC to enable SELLERS and CEGLLC to enter into and carry out this Agreement.

4.7 Adverse Developments. Since CEGLLC’s inception, there have been no material adverse changes in the assets, liabilities, properties, operations or financial condition of CEGLLC, and no event has occurred other than in the ordinary and usual course of business or as set forth in the CEGLLC Financial Statements which could be reasonably expected to have a materially adverse effect upon CEGLLC.

4.8 Taxes. CEGLLC has duly filed all returns required to be filed. All such returns were, when filed, and to SELLER’S knowledge are, accurate and complete in all material respects and were prepared in conformity with applicable laws and regulations. CEGLLC has paid in full all taxes through the Closing Date. CEGLLC is not a party to any pending action or proceeding by any governmental authority for the assessment of any tax, and, to the knowledge of CEGLLC, no claim for assessment or collection of any tax has been asserted against CEGLLC that have not been paid. There are no tax liens upon the assets of CEGLLC. There is no valid basis, to CEGLLC’s knowledge, for any assessment, deficiency, notice, 30-day letter or similar intention to assess any tax to be issued to CEGLLC by any governmental authority.

4.9 Litigation. Except as set forth on the CEGLLC Disclosure Schedule , there is no material claim, action, proceeding, or investigation pending or, to their knowledge, threatened against or affecting SELLERS or CEGLLC before or by any court, arbitrator or governmental agency or authority. There are no material decrees, injunctions or orders of any court, governmental department, agency or arbitration outstanding against SELLERS or CEGLLC.

4.10 Compliance with Laws and Regulations. CEGLLC has complied and is presently complying, in all material respects, with all laws, rules, regulations, orders and requirements applicable to it in all

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jurisdictions in which its operations are currently conducted or to which it is currently subject.

4.11 Governmental Licenses, Permits and Authorizations. CEGLLC has all governmental licenses, permits, authorizations and approvals necessary for the conduct of its business as currently conducted. All such licenses, permits, authorizations and approvals are in full force and effect, and no proceedings for the suspension or cancellation of any thereof is pending or threatened.

4.12 Liabilities. CEGLLC has no material direct or indirect liabilities, as that term is defined in Section 3.22 (“CEGLLC Liabilities”), whether or not of a kind required by generally accepted accounting principles to be set forth on a financial statement, other than (i) CEGLLC Liabilities fully and adequately reflected or reserved against on the CEGLLC Balance Sheet, (ii) CEGLLC Liabilities incurred in the ordinary course of the business of CEGLLC, and (iii) CEGLLC Liabilities otherwise disclosed in this Agreement, including the Exhibits hereto.

4.13 SELLERS’s Representations Regarding KOKO Shares.

(a) SELLERS acknowledges that KOKO has limited assets and business and that the KOKO Shares are speculative and involve a high degree of risk, including among many other risks that the KOKO Shares will be restricted as elsewhere described in this Agreement and will not be transferable unless first registered under the Securities Act of 1933, as amended (“Act”), or pursuant to an exemption from the Act’s registration requirements.

(b) SELLERS acknowledges and agrees that it has been furnished with copies of the periodic reports of KOKO filed with the United States Securities and Exchange Commission including those on Forms 10-K, 10-Q, and 8-K since KOKO’s inception. SELLERS have had an opportunity to ask questions of and receive answers from KOKO regarding its business, assets, results of operations, financial condition and plan of operation and the terms and conditions of the issuance of the KOKO Shares.

(c) SELLERS are each an accredited investor as that term is defined in Regulation 501 of the Securities Act of 1933, as amended and are each acquiring the KOKO Shares for his own account, and not for the account of any other person other than for the benefit of SELLERS, and SELLERS have no current intent to make any resale, pledge, hypothecation, distribution or public offering of the KOKO Shares except as permitted by applicable law.

(d) SELLERS, acting with the assistance of counsel and other professional advisers, possess such knowledge and experience in financial, tax and business matters as to enable them to utilize the information made available by KOKO, to evaluate the merits and risks of acquiring the KOKO Shares and to make an informed investment decision with respect thereto.

(e) SELLERS were not solicited by KOKO or anyone on KOKO’s behalf to enter into any transaction whatsoever, by any form of general solicitation or general advertising, as those terms are defined in the rules, regulations and rulings of the Securities and Exchange Commission.

4.14 Contracts and Other Commitments. Schedule 4.14 of the CEGLLC Disclosure Schedule consists of a true and complete list of all material contracts, agreements, commitments and other instruments (whether oral or written) to which CEGLLC is a party. CEGLLC has made or will make available to KOKO a copy of each such contract. All such contracts are valid and binding upon CEGLLC and are in full force and effect and are enforceable in accordance with their respective terms. No such contracts are in breach, and no event has occurred which, with the lapse of time or action by a third party, could result in a material default under the terms thereof. To CEGLLC’S knowledge, no stockholder of CEGLLC has received any payment from any contracting party in connection with or as an inducement for causing CEGLLC to enter into any such

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contract.

4.15 Absence of Certain Changes or Events. Except as set forth in the CEGLLC Disclosure Schedule , since June 30, 2012 (the “Balance Sheet Date”), there has not been:

(a) any material adverse change in the financial condition, properties, assets, liabilities or business of CEGLLC;

(b) any material damage, destruction or loss of any material properties of CEGLLC, whether or not covered by insurance;

(d) any material adverse change in the treatment and protection of trade secrets or other confidential information of CEGLLC; and,

(e) any occurrence not included in paragraphs (a) through (d) of this Section 4.15 which has resulted, or which CEGLLC has reason to believe, might be expected to result in a material adverse change in the business or prospects of CEGLLC.

4.16 Financial Statements. The CEGLLC Disclosure Schedule contains audited financial statements (consolidated if necessary) for the years ending December 31, 2011 and 2010. The CEGLLC Financial Statements present fairly, in all material respects, the financial position on the dates thereof and results of operations of CEGLLC for the periods indicated, prepared in accordance with GAAP, consistently applied. Further, the financial statements have been prepared in compliance with Article 8 for Reg. S-X of the Securities Exchange Act of 1934, as amended, and Item 2.01(f) and Item 9.01 of Form 8-K of the Securities Exchange Act of 1934, as amended. There are no assets of CEGLLC the value of which is materially overstated in said balance sheets.

4.17 CEGLLC Intellectual Property. Schedule 4.17 of the CEGLLC Disclosure Schedule sets forth a complete and correct list and summary description of all intellectual property, including computer software, trademarks, trade names, service marks, service names, brand names, copyrights and patents, registrations thereof and applications therefore, applicable to or used in the business of CEGLLC, together with a complete list of all licenses granted by or to CEGLLC with respect to any of the above. Except as otherwise set forth in Schedule 4.17 all such trademarks, trade names, service marks, service names, brand names, copyrights and patents are owned by CEGLLC, free and clear of all liens, claims, security interests and encumbrances of any nature whatsoever. CEGLLC is not currently in receipt of any notice of any violation or infringements of, and is not knowingly violating or infringing, the rights of others in any trademark, trade name, service mark, copyright, patent, trade secret, know-how or other intangible asset. CEGLLC has not (i) licensed any of the material proprietary assets to any person or entity on an exclusive basis, or (ii) entered into any covenant not to compete or agreement limiting its ability to exploit fully any proprietary asset or to transact business in any market or geographical area or with any person or entity.

4.18 Subsidiaries. Except as set forth in Schedule 4.18 of the CEGLLC Disclosure Schedule , CEGLLC owns no subsidiaries nor does it own or have an interest in any other corporation, partnership, joint venture, limited liability company, or other entity.

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4.19 Hazardous Materials. To the knowledge of CEGLLC, CEGLLC has not violated, or received any written notice from any governmental authority with respect to the violation of any law, rule, regulation or ordinance pertaining to the use, maintenance, storage, transportation or disposal of “Hazardous Materials.” As used herein, the term “Hazardous Materials” means any substance now or hereafter designated pursuant to Section 307(a) and 311 (b)(2)(A) of the Federal Clean Water Act, 33 USC §§ 1317(a), 1321(b)(2)(A), Section 112 of the Federal Clean Air Act, 42 USC § 3412, Section 3001 of the Federal Resource Conservation and Recovery Act, 42 USC § 6921, Section 7 of the Federal Toxic Substances Control Act, 15 USC § 2606, or Section 101(14) and Section 102 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 USC §§ 9601(14), 9602.

4.20 Employees . CEGLLC has no employees that are represented by any labor union or collective bargaining unit.

4.21 Employee Benefit Plans. The CEGLLC Disclosure Schedule identifies each salary, bonus, material deferred compensation, material incentive compensation, stock purchase, stock option, severance pay, termination pay, hospitalization, medical, insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program or material agreement.

4.22 Business Locations. Set forth in the CEGLLC Disclosure Schedule filed herewith are the interests CEGLLC has in each property in which it owns any mineral interest, revenue interest or working interest.

4.23 Insurance . CEGLLC has the insurance policies set forth in Schedule 4.23 of the CEGLLC Disclosure Schedule .

4.24 No Omission or Untrue Statement . To the best of each party’s knowledge, no representation or warranty made by CEGLLC or SELLERS to KOKO in this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading as of the date hereof and as of the Closing Date.

ARTICLE V

CLOSING

5.1 Closing. The Exchange shall be completed on the first business day after the day on which the last of the conditions contained in this Article V is fulfilled or waived (the “Closing Date”); provided, however, that in no event shall the Closing occur later than September 30, 2012, unless otherwise agreed to by the parties. The Closing shall take place as the parties may agree. At the Closing, KOKO and SELLERS shall make the deliveries contemplated by this Agreement, and in accordance with the terms of this Agreement.

5.2 KOKO’s Closing Deliveries. At the Closing, in addition to documents referred elsewhere, KOKO shall cause to be delivered to SELLERS:

(a) a certificate, dated as of the Closing Date, executed by the President of KOKO, to the effect that the representations and warranties contained in this Agreement are true and correct in all material respects at and as of the Closing Date and that KOKO has complied with or performed in all material respects all terms, covenants and conditions to be complied with or performed by KOKO on or prior to the Closing Date;

(b) certificates representing the KOKO Shares issuable upon consummation of

the Exchange;

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(c) a certified resolution of the Board of Directors and shareholders authorizing and approving the transactions set forth herein;

(d) The KOKO Disclosure Schedule ;

(e) such other documents as SELLERS or CEGLLC or their counsel may reasonably require.

5.3 CEGLLC’s Closing Deliveries . At the Closing, in addition to documents referred to elsewhere, SELLERS and CEGLLC shall deliver to KOKO:

(a) a certificate of SELLERS and CEGLLC dated as of the Closing Date that the representations and warranties of SELLERS and CEGLLC contained in this Agreement are true and correct in all material respects and that SELLERS and CEGLLC have complied with or performed in all material respects all terms, covenants, and conditions to be complied with or performed by SELLERS and CEGLLC on or prior to the Closing Date;

(b) certificates representing CEGLLC ownership interests owned by SELLERS, duly endorsed for transfer or accompanied by a properly executed stock power;

(d) such other documents as KOKO or its counsel may reasonably require.

ARTICLE VI

CONDITIONS TO OBLIGATIONS OF KOKO

The obligation of KOKO to consummate the Closing is subject to the following conditions, any of which may be waived by it in its sole discretion.

6.1 Compliance by SELLERS and CEGLLC. SELLERS and CEGLLC shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with in all material respects by SELLERS and CEGLLC prior to or on the Closing Date;

6.2 Accuracy of SELLERS’ and CEGLLC’s Representations . SELLERS’ and CEGLLC’s representations and warranties contained in this Agreement (including the Disclosure Schedule ) or any schedule, certificate, or other instrument delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true and correct in all material respects at and as of the Closing Date (except for such changes permitted by this Agreement) and shall be deemed to be made again as of the Closing Date.

6.3 Documents. All documents and instruments required hereunder to be delivered by SELLERS and CEGLLC to KOKO at the Closing shall be delivered in form and substance reasonably satisfactory to KOKO and its counsel.

6.4 Litigation. No litigation seeking to enjoin the transactions contemplated by this Agreement or to obtain damages on account hereof shall be pending or, to CEGLLC’s or SELLERS’ knowledge, be threatened.

6.5 Material Adverse Change . Except for operations in the ordinary course of business, no material adverse change shall have occurred subsequent to June 30, 2012 in the financial position, results of operations, assets, or liabilities of CEGLLC, nor shall any event or circumstance have occurred which would result in a

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material adverse change in the financial position, results of operations, assets, or liabilities of CEGLLC.

6.6 Approval by CEGLLC Managers . The Managers of CEGLLC shall have approved this Agreement and the transactions contemplated hereby.

6.7 Satisfaction with Due Diligence . KOKO and shall have been satisfied with its due diligence review of CEGLLC, its subsidiaries and their operations.

6.8 Regulatory Compliance . CEGLLC shall have received any and all regulatory approvals and consents required to complete the transactions contemplated hereby.

ARTICLE VII

CONDITIONS TO SELLERS’ OBLIGATIONS

SELLERS obligation to consummate the Closing is subject to the following conditions:

7.1 Compliance by KOKO. KOKO shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by them prior to or on the Closing Date.

7.2 Accuracy of Representations of KOKO and PRINCIPAL KOKO SHAREHOLDER. The representations and warranties of KOKO and PRINICIPAL KOKO SHAREHOLDER contained in this Agreement (including the exhibits hereto and the KOKO Disclosure Schedule ) or any schedule, certificate, or other instrument delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true and correct in all material respects at and as of the Closing Date (except for changes permitted by this Agreement) and shall be deemed to be made again as of the Closing Date.

7.3 Continuation as Publicly Traded Company. KOKO shares shall continue to trade on the Bulletin Board.

7.4 Litigation. No litigation seeking to enjoin the transactions contemplated by this Agreement or to obtain damages on account hereof shall be pending or to SELLERS’ knowledge, be threatened.

7.5 Documents . All documents and instruments required hereunder to be delivered by KOKO at the Closing shall be delivered in form and substance reasonably satisfactory to SELLERS and their counsel.

7.6 Balance Sheet . Except as set forth in Section 7.6 of the KOKO Disclosure Schedule , KOKO shall have no liabilities except as incurred in the ordinary course of business, as reflected on KOKO’s most recent balance sheet, or as otherwise approved by SELLERS.

7.7 Approval by the Managers and Owners of CEGLLC . The Managers and owners of CEGLLC shall have approved this Agreement and the transactions contemplated hereby.

7.8 Satisfaction with Due Diligence . SELLERS shall have been satisfied with their due diligence review of KOKO and satisfied themselves that KOKO continues to trade its shares on the Bulletin Board.

7.9 Regulatory Compliance . CEGLLC shall have received any and all regulatory approvals and consents required to complete the transactions contemplated hereby.

7.10 Outstanding Shares. KOKO remains a publicly traded corporation and KOKO shall have

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8,625,000 shares of KOKO common stock and outstanding immediately prior to the Closing.

7.11 Existing CEGLLC Contracts. All existing CEGLLC contracts, provided the same are included in the CEGLLC Disclosure Schedules, will remain in full force and affect and will be the obligation of KOKO.

7.12 Name Change. As soon as practical after Closing, KOKO will change its name and Bulletin Board symbol to be more reflective of the business of CEGLLC.

7.13 Form 8-K. Within four (4) business days of Closing, KOKO will file a Form 8-K with the SEC complying with the provisions of Items 2.01(f), 5.06, and 9.01 of Form 8-K.

7.14 Steak Timers. Prior to closing and as a condition thereto, KOKO will divest itself of all ownership interest in and to the steak timers which currently holds in inventory. SELLERS, KOKO and CEGLLC waive any right to the proceeds from the disposition of the steak timers.

ARTICLE VIII

TERMINATION

8.1 Termination Prior to Closing.

(a) If the Closing has not occurred by September 30, 2012, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SELLERS and KOKO.

(b) Prior to September 30, 2012, any party may terminate this Agreement following the insolvency or bankruptcy of the other party hereto, or if any one or more of the conditions to Closing set forth in Article VI or Article VII shall become incapable of fulfillment or there shall have occurred a material breach of this Agreement and either such condition of breach shall not have been waived by the party for whose benefit the condition was established, then KOKO (in the case of a condition in Article VI) or SELLERS (in the case of a condition specified in Article VII) may terminate this Agreement. In addition, either KOKO or SELLERS may terminate this Agreement upon written notice to the other if it shall reasonably determine that the Exchange has become inadvisable by reason of the institution or threat by any federal, state or municipal governmental authorities of a formal investigation or of any action, suit or proceeding of any kind against either or both parties.

8.2 Consequences of Termination . Upon termination of this Agreement pursuant to this Article VIII or any other express right of termination provided elsewhere in this Agreement, the parties shall be relieved of any further obligation under this Agreement except for the obligations in Section 11.4; provided, however, that no termination of this Agreement, pursuant to this Article VIII hereof or under any other express right of termination provided elsewhere in this Agreement shall operate to release any party from any liability to any other party incurred otherwise than under this Agreement before the date of such termination, or from any liability resulting from any willful misrepresentation of a material fact made in connection with this Agreement or willful breach of any material provision hereof.

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ARTICLE IX

ADDITIONAL COVENANTS

9.1 Mutual Cooperation . The parties hereto will cooperate with each other, and will use all reasonable efforts to cause the fulfillment of the conditions to the parties’ obligations hereunder and to obtain as promptly as possible all consents, authorizations, orders or approvals from each and every third party, whether private or governmental, required in connection with the transactions contemplated by this Agreement.

9.2 Changes in Representations and Warranties of a Party. Between the date of this Agreement and the Closing Date, no party shall directly or indirectly, enter into any transaction, take any action, or by inaction permit an otherwise preventable event to occur, which would result in any of the representations and warranties of such party herein contained not being true and correct at and as of the Closing Date. Each party shall promptly give written notice to the other parties upon becoming aware of (A) any fact which, if known on the date hereof, would have been required to be set forth or disclosed pursuant to this Agreement, and (B) any impending or threatened breach in any material respect of any of the party’s representations and warranties contained in this Agreement and with respect to the latter shall use all reasonable efforts to remedy same.

9.3 Name Change. As soon as practicable after the Closing, KOKO shall change its name to CARDINAL ENERGY GROUP INC. or other similar name approved by KOKO.

9.4 SEC Filings. The parties agree that the following filings shall be made with the Securities and Exchange Commission (“Commission”): (a) an information statement prepared pursuant to the requirements of Rule 14f-1 under the Exchange Act, if required by law, shall be filed with the Commission; (b) a report on Form 8-K will be filed with the Commission disclosing the consummation of the exchange if required by law; and, (c) any and all other filings necessary to comply with the Exchange Act.

9.5 Conduct of Business . During the period from the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, CEGLLC shall continue to conduct its businesses and maintain its business relationships in the ordinary and usual course consistent with past practice and will not, without limitation, without the prior written consent of KOKO:

(a) Sell, lease, assign transfer or otherwise dispose of any of its material assets, including cash;

(b) Agree to, or assume, guarantee, endorse or otherwise in any way be or become responsible or liable for, directly or indirectly, any material contingent obligation;

(d) Enter into any transaction concerning a merger or consolidation other than with the other party hereto or liquidate or dissolve itself (or suffer any liquidation or dissolution) or convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of related transactions, all or a substantial part of its property, business, or assets, or stock or securities convertible into stock of any subsidiary, or make any material change in the present method of conducting business;

(e) Declare or pay any dividends or make any other distribution (whether in cash or property) on any shares of its capital stock or purchase, redeem, retire or otherwise acquire for value any shares of its capital stock or warrants or options whether now or hereafter outstanding;

(f) Make any advances or loans to, or investments in any person, firm, corporation or other

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business entity not a party to this Agreement;

(g) Enter into any new material agreement or be or become liable under any new material agreement, for the lease, hire or use of any real or personal property; or

(h) Create, incur, assume or suffer to exist, any mortgage, pledge, lien, charge, security interest or encumbrance of any kind upon any of its property or assets, income or profits, whether now owned or hereafter acquired.

ARTICLE X

SECURITIES

10.1 KOKO Shares Not Registered. SELLERS have been advised that the KOKO Shares have not been and when issued, will not be registered under the Securities Act of 1933, as amended, the securities laws of any state of the United States or the securities laws of any other country and that in issuing and selling the KOKO shares to SELLERS pursuant hereto, KOKO is relying upon the exemption provisions of Regulation 506 of the Securities Act of 1933, as amended for offers and sales occurring inside the United States of America and Regulation S of the Securities Act of 1933, as amended, for offers and sales of securities occurring outside the United States. Resales of the KOKO Shares may only be made pursuant to an effective registration statement or the availability of an exemption from registration. All certificates evidencing the KOKO Shares shall, unless and until removed in accordance with law, bear a restrictive legend substantially in the following form:

The securities evidenced hereby have not been registered under the Securities Act of 1933, as amended, nor any other applicable securities act (the “Acts”), and may not be sold, transferred, assigned, pledged or otherwise distributed, unless there is an effective registration statement under such Acts covering such securities or the Company receives an opinion of counsel for the holder of these securities (concurred on by counsel for the Company) stating that such sale, transfer, assignment, pledge or distribution is exempt from or in compliance with the registration and prospectus delivery requirements of such Acts.

These securities are subject to Regulation S of the Securities Act of 1933, as amended and may not be sold, transferred, assigned, pledged or otherwise distributed, unless there is an effective registration statement under such Acts covering such securities or the Company receives an opinion of counsel for the holder of these securities (concurred on by counsel for the Company) stating that such sale, transfer, assignment, pledge or distribution is exempt from or in compliance with the registration and prospectus delivery requirements of such Acts.

10.2 Indemnification by KOKO. KOKO shall indemnify SELLERS and CEGLLC in respect of, and hold SELLERS and CEGLLC harmless against, any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, fines fees, penalties, interest obligations, deficiencies, losses and expenses (including without limitation attorneys fees and litigation costs) incurred or suffered by SELLERS or CEGLLC:

(a) resulting from any misrepresentation, breach of warranty or failure to perform any covenant or agreement of KOKO contained in this Agreement; and,

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(b) resulting from any liability of KOKO incurred or resulting from activities that took place prior to the Closing not disclosed on the KOKO Financial Statements.

10.3 Indemnification by SELLERS and CEGLLC. SELLERS and CEGLLC shall jointly and severally indemnify KOKO in respect of, and hold KOKO harmless against, any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, fines fees, penalties, interest obligations, deficiencies, losses and expenses (including without limitation attorneys fees and litigation costs) incurred or suffered by KOKO:

(a) resulting from any misrepresentation, breach of warranty or failure to perform any covenant or agreement of SELLERS and CEGLLC contained in this Agreement; and,

(b) resulting from any liability of SELLERS and CEGLLC incurred or resulting from activities that took place prior to the Closing not disclosed on the CEGLLC Financial Statements.

ARTICLE XI

MISCELLANEOUS

11.1 Expenses. CEGLLC will advance sufficient funds to KOKO to pay KOKO’s and CEGLLC’s expenses incident to the negotiation, preparation, and carrying out of this Agreement, including legal and accounting and audit fees. KOKO will only be obligated to repay funds so advanced if KOKO fails to close the transaction evidenced by this Agreement.

11.2 Survival of Representations, Warranties and Covenants. All statements contained in this Agreement or in any certificate delivered by or on behalf of KOKO or SELLERS pursuant hereto, or in connection with the actions contemplated hereby shall be deemed representations, warranties and covenants by SELLERS, CEGLLC, and KOKO as the case may be, hereunder. All representations, warranties, and covenants made by KOKO or SELLERS or CEGLLC in this Agreement, or pursuant hereto, shall survive the Closing in a period of two (2) years.

11.3 Publicity . SELLERS, CEGLLC and KOKO shall not issue any press release or make any other public statement, in each case, relating to, in connection with or arising out of this Agreement or the transactions contemplated hereby, without obtaining the prior approval of the other, which shall not be unreasonably withheld or delayed, except that prior approval shall not be required if, in the reasonable judgment of KOKO prior approval by SELLERS and CEGLLC would prevent the timely dissemination of such release or statement in violation of applicable federal securities laws, rules or regulations or policies of the Bulletin Board.

11.4 Non-Disclosure. A disclosing party will not at any time after the date of this Agreement, without the recipient’s consent, except in the ordinary operation of its business or as required by law, divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of such party (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers) (“Confidential Information”). The parties will not at any time after the date of this Agreement and prior to the Exchange use, divulge, furnish to or make accessible to anyone any Confidential Information (other than to its representatives as part of its due diligence or corporate investigation). Any information, which (i) at or prior to the time of disclosure by the disclosing party was generally available to the public through no breach of this covenant, (ii) was available to the public on a non-confidential basis prior to its disclosure by the disclosing party, or (iii) was made available to the public from a third party provided that such third party did not obtain or disseminate such

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information in breach of any legal obligation of the disclosing party, shall not be deemed Confidential Information for purposes hereof, and the undertakings in this covenant with respect to Confidential Information shall not apply thereto. The undertakings of the parties set forth above in this Section 11.4 shall terminate upon consummation of the Closing. If this Agreement is terminated pursuant to the provisions of Article VIII or any other express right of termination set forth in this Agreement, the recipient shall return to the disclosing party all copies of all Confidential Information previously furnished to it by the disclosing party.

11.5 Succession and Assignments and Third Party Beneficiaries. This Agreement may not be assigned (either voluntarily or involuntarily) by any party hereto without the express written consent of the other parties. Any attempted assignment in violation of this Section shall be void and ineffective for all purposes. In the event of an assignment permitted by this Section, this Agreement shall be binding upon the heirs, successors and assigns of the parties hereto. There shall be no third party beneficiaries of this Agreement except as expressly set forth herein to the contrary.

11.6 Notices . All notices, requests, demands, or other communications with respect to this Agreement shall be in writing and shall be (i) sent by facsimile transmission, (ii) sent by the United States Postal Service, registered or certified mail, return receipt requested, or (iii) personally delivered by a nationally recognized express overnight courier service, charges prepaid, to the following addresses (or such other addresses as the parties may specify from time to time in accordance with this Section)

	If, to SELLERS or CEGLLC:	Timothy W. Crawford
		Cardinal Energy Group, LLC.
		2665 Fairfax Drive
		Upper Arlington, Ohio 43220
		Tel: (614) 459-4959
		Fax: (614) 459-4959
		Email: tim.crawford@cardinalenergygroup.com

	Counsel for KOKO:	Conrad C. Lysiak
		The Law Office of Conrad C. Lysiak, P.S.
		West 601 First Avenue
		Suite 903
		Spokane, WA 99201
		Tel: (509) 624-1475
		Fax: (509) 747-1770
		Email: cclysiak@lysiaklaw.com

	If, to KOKO:	Gregory Ruff, President
		KOKO LTD.
		2727 East 53rd Avenue
		F-302
		Spokane, Washington 99223
		Tel: (509) 991-5761
		Email : gregorypaulruff@aol.com

Any such notice shall, when sent in accordance with the preceding sentence, be deemed to have been given and received on the earliest of (i) the day delivered to such address or sent by facsimile transmission, (ii) the tenth business day following the date deposited with the United States Postal Service or the PRC Postal Service, as the case may be, or (iii) 72 hours after shipment by such courier service.

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11.7 Construction . This Agreement shall be construed and enforced in accordance with the internal laws of the State of Nevada without giving effect to the principles of conflicts of law thereof. All parties hereby irrevocably submit to the exclusive jurisdiction of the any state or federal court sitting in the State of Nevada for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waive, and agree not to assert in any suit, action or proceeding, any claim that he/she/it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper.

11.8 Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same Agreement.

11.9 No Implied Waiver; Remedies . No failure or delay on the part of the parties hereto to exercise any right, power, or privilege hereunder or under any instrument executed pursuant hereto shall operate as a waiver nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. All rights, powers, and privileges granted herein shall be in addition to other rights and remedies to which the parties may be entitled at law or in equity.

11.10 Entire Agreement. This Agreement, including the Exhibits and Disclosure Schedules attached hereto, sets forth the entire understandings of the parties with respect to the subject matter hereof, and it incorporates and merges any and all previous communications, understandings, oral or written as to the subject matter hereof, and cannot be amended or changed except in writing, signed by the parties.

11.11 Headings . The headings of the Sections of this Agreement, where employed, are

for the convenience of reference only and do not form a part hereof and in no way modify,

interpret or construe the meanings of the parties.

11.12 Severability . To the extent that any provision of this Agreement shall be invalid or unenforceable, it shall be considered deleted hereof and the remainder of such provision and of this Agreement shall be unaffected and shall continue in full force and effect.

11.13 Attorneys Fees. In the event any legal action is brought to interpret or enforce this Agreement, the party prevailing in such action shall be entitled to recover its attorneys’ fees and costs in addition to any other relief that it is entitled.

11.14 Consultants . Each party represents to the others that there is no broker or finder entitled to a fee or other compensation for bringing the parties together to effect the Exchange.

11.15 Reverse Stock Split . After completing the transactions contemplated herein, SELLERS will take the steps necessary to reverse split the outstanding shares of KOKO on the basis of 1 share of common stock for each 2.5 shares of common stock outstanding.

11.16 Counterparts . This Exchange Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument. Execution and delivery of this Exchange Agreement by exchange of facsimile or other electronically transmitted counterparts bearing the signature of a party hereto shall be equally as effective as delivery of a manually executed counterpart by such party provided that this Exchange Agreement shall not be effective as to any Party until a majority of Cardinal Energy Group, LLC members have executed a counterpart to this Exchange Agreement.

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IN WITNESS WHEREOF , the parties hereto have executed this Agreement the day and year first above written.

KOKO:	KOKO LTD., a Nevada Corporation


		By.	GREGORY RUFF
			Gregory Ruff, President

CEGLLC	Cardinal Energy Group, LLC, An Ohio Limited Liability Company


		By.	TIMOTHY W. CRAWFORD
			Timothy W. Crawford, Managing Member

PRINCIPAL KOKO SHAREHOLDER:		GREGORY RUFF
		Gregory Ruff

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	Member:

	Continental Capital Partners, Inc.


	By:	TIMOTHY W. CRAWFORD
	Name:	Timothy W. Crawford
	Title:	CEO

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	Member:

	California Hydrocarbons Corporation


	By:	RASHMI YAJNIK
	Name:	Rashmi Yajnik
	Title:	CEO / President

-23-

	Member:

	Carol & Mildred Hill


	By:	CAROL HILL

	By:	MILDRED HILL

-24-

	Member:

	Adam R. Foust


	By:	ADAM R. FOUST

-25-

	Member:

	Brandon Foust


	By:	BRANDON FOUST

-26-

	Member:

	Holly R. Snead


	By:	HOLLY R. SNEAD

-27-

	Member:

	Aaron Crawford


	By:	AARON CRAWFORD

-28-

	Member:

	Donald D. Conaway


	By:	DONALD D. CONAWAY

-29-

	Member:

	Timothy R. Gatens


	By:	TIMOTHY R. GATENS

-30-

	Member:

	Charles J. Slater


	By:	CHARLES J. SLATER

-31-

	Member:

	Ronald and Janet Holsinger


	By:	RONALD HOLSINGER

	By:	JANET HOLSINGER

-32-

	Member:

	Edward Panos


	By:	EDWARD PANOS

-33-

	Member:

	Todd E. Crawford


	By:	TODD E. CRAWFORD

-34-

	Member:

	Ron Cameron


	By:	RON CAMERON

-35-

	Member:

	Scott Rouda


	By:	SCOTT ROUDA

-36-

	Member:

	Telepath, LLC


	By:	MAX WELDON

	Max Weldon

	Title:	member / manager

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	Member:

	Jeffrey A. Corder


	By:	JEFFREY A. CORDER

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	Member:

	Manoj Yajnik


	By:	MANOJ YAJNIK

-39-

	Member:

	Virginia R. Murdock


	By:	VIRGINIA R. MURDOCK

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	Member:

	Asha M. Joshi


	By:	ASHA M. JOSHI

-41-

	Member:

	Akul Yajnik


	By:	AKUL YAJNIK

-42-

	Member:

	Ishawn Yajnik


	By:	ISHAWN YAJNIK

-43-

	Member:

	P. John Alfano


	By:	P. JOHN ALFANO

-44-

	Member:

	Christine Miller


	By:	CHRISTINE MILLER

-45-

	Member:

	John C. May


	By:	JOHN C. MAY

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	Member:

	Brenda K. Nell, IRA


	By:	BRENDA K. NELL

	Brenda K. Nell

-47-

	Member:

	Susan Goldstein Trust


	By:	J. RICHARD BLAZER

	By:	J. RICHARD BLAZER, Trustee
		Printed Name

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	Member:

	Eldri Sue Wagner Trust


	By:	ERIC M. WAGNER

	By:	ERIC M. WAGNER, Trustee
		Printed Name

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	Member:

	Bedug, LLC


	By:	ROBERT J. BEHAL

	Name:	Robert J. Behal

	Title:	Man. Mem.

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	Member:

	Terrance Dunne


	By:	TERRENCE J. DUNNE

-51-

	Member:

	Daniel Troendly


	By:	DANIEL TROENDLY

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	Member:

	Mary Elizabeth Tappan Trust


	By:	MARY E. TAPPAN

	Mary Tappan, Trustee

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	Member:

	Diana Cuillo


	By:	DIANA CUILLO

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Section			Page

STATEMENT OF AGREEMENT ……………………………………………………………………………………………………………………………………………………………………………………………………………			1

ORGANIZATIONAL MATTERS ……………………………………………………………………………………………………………………………………………………………………………………………………………			1

1.	General …………………………………………………………………………………………………………………………………………………………………………………………………………………………………		1

2.	Name ……………………………………………………………………………………………………………………………………………………………………………………………………………………………………		2

3.	Purposes and General Powers ………………………………………………………………………………………………………………………………………………………………………………………………………		2

4.	Organizational Filings ………………………………………………………………………………………………………………………………………………………………………………………………………………		2

	(a)	Ohio ………………………………………………………………………………………………………………………………………………………………………………………………………………………………	2
	(b)	Other States ………………………………………………………………………………………………………………………………………………………………………………………………………………………	2
	(c)	Cooperation ………………………………………………………………………………………………………………………………………………………………………………………………………………………	2

5.	Nature of Entity ………………………………………………………………………………………………………………………………………………………………………………………………………………………		2

6.	Principal Office and Place of Business ……………………………………………………………………………………………………………………………………………………………………………………………		2

7.	Agent for Service of Process ………………………………………………………………………………………………………………………………………………………………………………………………………		3

8.	Tax Matters Member …………………………………………………………………………………………………………………………………………………………………………………………………………………		3

9.	Term ……………………………………………………………………………………………………………………………………………………………………………………………………………………………………		3

FINANCIAL AND ACCOUNTING MATTERS ……………………………………………………………………………………………………………………………………………………………………………………………			3

10.	Capital Contributions …………………………………………………………………………………………………………………………………………………………………………………………………………………		3

	(a)	Initial Capital Contributions ……………………………………………………………………………………………………………………………………………………………………………………………………	3
	(b)	Additional Members ……………………………………………………………………………………………………………………………………………………………………………………………………………	3
	(c)	Limitations ………………………………………………………………………………………………………………………………………………………………………………………………………………………	4
	(d)	Credit to Capital Account ………………………………………………………………………………………………………………………………………………………………………………………………………	4

11.	Loans ……………………………………………………………………………………………………………………………………………………………………………………………………………………………………		4

12.	Fiscal Year and Accounting Methods ………………………………………………………………………………………………………………………………………………………………………………………………		4

13.	Capital Accounts ………………………………………………………………………………………………………………………………………………………………………………………………………………………		4

14.	Ownership Interests …………………………………………………………………………………………………………………………………………………………………………………………………………………		5

15.	Fundamental Allocations ……………………………………………………………………………………………………………………………………………………………………………………………………………		5

	(a)	Computation of Profits and Losses ……………………………………………………………………………………………………………………………………………………………………………………………	5
	(b)	Allocations …………………………………………………………………………………………………………………………………………………………………………………………………………………………	5
	(c)	Specific Items ……………………………………………………………………………………………………………………………………………………………………………………………………………………	5
	(d)	Unrealized Gain or Loss …………………………………………………………………………………………………………………………………………………………………………………………………………	5
	(e)	Varying Interests …………………………………………………………………………………………………………………………………………………………………………………………………………………	6

44.	Indemnification ………………………………………………………………………………………………………………………………………………………………………………………………………………………		23

45.	No Third Party Benefit ……………………………………………………………………………………………………………………………………………………………………………………………………………		23

46.	Genders and Numbers ………………………………………………………………………………………………………………………………………………………………………………………………………………		23

47.	Timeliness ……………………………………………………………………………………………………………………………………………………………………………………………………………………………		23

48.	Non-Waiver …………………………………………………………………………………………………………………………………………………………………………………………………………………………		24

49.	Compliance with Securities Laws …………………………………………………………………………………………………………………………………………………………………………………………………		24

50.	Survival ………………………………………………………………………………………………………………………………………………………………………………………………………………………………		24

51.	Venue …………………………………………………………………………………………………………………………………………………………………………………………………………………………………		24

52.	Applicable Law ………………………………………………………………………………………………………………………………………………………………………………………………………………………		24

53.	Attachments …………………………………………………………………………………………………………………………………………………………………………………………………………………………		24

54.	Representations of Members ………………………………………………………………………………………………………………………………………………………………………………………………………		25

	(a)	Evaluation of Investment ……………………………………………………………………………………………………………………………………………………………………………………………………	25
	(b)	No Registration or Marketability ……………………………………………………………………………………………………………………………………………………………………………………………	25
	(c)	Long-Term Investment ………………………………………………………………………………………………………………………………………………………………………………………………………	25
	(d)	Accredited Investors …………………………………………………………………………………………………………………………………………………………………………………………………………	26
	(e)	Suitability of Investment ………………………………………………………………………………………………………………………………………………………………………………………………………	26

55.	Termination of Original Operating Agreement ………………………………………………………………………………………………………………………………………………………………………………		26

56.	Business Opportunities ……………………………………………………………………………………………………………………………………………………………………………………………………………		26

APPENDIX - Defined Terms Locator List

EXHIBIT A - CONTRIBUTION AGREEMENT

EXHIBIT B - INITIAL MEMBERS’ UNITS, PERCENTAGE INTERESTS AND CAPITAL ACCOUNTS

Initial Member	Units	Percentage Interest	Capital Account
Continental Capital Partners, Inc.	450,000	50%	$________
California Hydrocarbons Corporation	450,000	50%	$1,200,000

16.	Special Circumstances Allocations ……………………………………………………………………………………………………………………………………………………………………………………………		6

	(a)	General …………………………………………………………………………………………………………………………………………………………………………………………………………………………	6
	(b)	Incorporation of Certain Rules ………………………………………………………………………………………………………………………………………………………………………………………………	6
	(c)	Certain Fee Payments to Members …………………………………………………………………………………………………………………………………………………………………………………………	7
	(d)	Certain Imputed Interest ……………………………………………………………………………………………………………………………………………………………………………………………………	7

17.	Elections ……………………………………………………………………………………………………………………………………………………………………………………………………………………………		7

18.	Current Distributions ……………………………………………………………………………………………………………………………………………………………………………………………………………		7

	(a)	General …………………………………………………………………………………………………………………………………………………………………………………………………………………………	7
	(b)	Distributions to Members ……………………………………………………………………………………………………………………………………………………………………………………………………	7

19.	Distributions Upon Winding-Up …………………………………………………………………………………………………………………………………………………………………………………………………		7

	(a)	Creditors ………………………………………………………………………………………………………………………………………………………………………………………………………………………	7
	(b)	Members ………………………………………………………………………………………………………………………………………………………………………………………………………………………	8

OPERATIONS …………………………………………………………………………………………………………………………………………………………………………………………………………………………………			9

20.	Actions by the Members ……………………………………………………………………………………………………………………………………………………………………………………………………………		9

	(a)	General …………………………………………………………………………………………………………………………………………………………………………………………………………………………	9
	(b)	Meetings ………………………………………………………………………………………………………………………………………………………………………………………………………………………	9
	(c)	Written Action …………………………………………………………………………………………………………………………………………………………………………………………………………………	9
	(d)	Actions Binding ………………………………………………………………………………………………………………………………………………………………………………………………………………	9

21.	Management of the Company ……………………………………………………………………………………………………………………………………………………………………………………………………		9

	(a)	General …………………………………………………………………………………………………………………………………………………………………………………………………………………………	9
	(b)	Managers ………………………………………………………………………………………………………………………………………………………………………………………………………………………	10
	(c)	Resignation and Removal ……………………………………………………………………………………………………………………………………………………………………………………………………	10
	(d)	Powers and Authority ………………………………………………………………………………………………………………………………………………………………………………………………………	10
	(e)	Limitations ……………………………………………………………………………………………………………………………………………………………………………………………………………………	11
	(f)	Officers …………………………………………………………………………………………………………………………………………………………………………………………………………………………	12
	(g)	Duties of the Managers ………………………………………………………………………………………………………………………………………………………………………………………………………	12

22.	Bank Accounts ……………………………………………………………………………………………………………………………………………………………………………………………………………………		12

23.	Records and Reports ………………………………………………………………………………………………………………………………………………………………………………………………………………		12

	(a)	Records …………………………………………………………………………………………………………………………………………………………………………………………………………………………	12
	(b)	Annual Reports ………………………………………………………………………………………………………………………………………………………………………………………………………………	13
	(c)	Inspections ……………………………………………………………………………………………………………………………………………………………………………………………………………………	13
	(d)	Other Information ……………………………………………………………………………………………………………………………………………………………………………………………………………	13

24.	Compensation ………………………………………………………………………………………………………………………………………………………………………………………………………………………		13

25.	Reliance on Acts of the Managers and Officers ………………………………………………………………………………………………………………………………………………………………………………		13

26.	Indemnification ……………………………………………………………………………………………………………………………………………………………………………………………………………………		13

FUNDAMENTAL CHANGES ………………………………………………………………………………………………………………………………………………………………………………………………………………			13

27.	Additional Members ………………………………………………………………………………………………………………………………………………………………………………………………………………		13

28.	Withdrawal …………………………………………………………………………………………………………………………………………………………………………………………………………………………		14

29.	Transfer of Units …………………………………………………………………………………………………………………………………………………………………………………………………………………				14

	(a)	Restrictions ……………………………………………………………………………………………………………………………………………………………………………………………………………………			14
	(b)	Substitution …………………………………………………………………………………………………………………………………………………………………………………………………………………			15
	(c)	Transfers in Violations ………………………………………………………………………………………………………………………………………………………………………………………………………			15

30.	Purchase Rights ……………………………………………………………………………………………………………………………………………………………………………………………………………………				15

	(a)		Proposed Sale ………………………………………………………………………………………………………………………………………………………………………………………………………………		15
	(b)		Other Proposed Transfers …………………………………………………………………………………………………………………………………………………………………………………………………		16
	(c)		Exercise of Rights …………………………………………………………………………………………………………………………………………………………………………………………………………		17
	(d)		Closing and Payment ……………………………………………………………………………………………………………………………………………………………………………………………………		17

31.	Push/Pull Provision ………………………………………………………………………………………………………………………………………………………………………………………………………………				17

32.	Dissolution …………………………………………………………………………………………………………………………………………………………………………………………………………………………				18

	(a)	General …………………………………………………………………………………………………………………………………………………………………………………………………………………………			18
	(b)	Liquidation and Termination ………………………………………………………………………………………………………………………………………………………………………………………………			18
	(c)	Final Accounting ……………………………………………………………………………………………………………………………………………………………………………………………………………			19

33.	Amendments …………………………………………………………………………………………………………………………………………………………………………………………………………………………				19

	(a)	By the Managers ………………………………………………………………………………………………………………………………………………………………………………………………………………			19
	(b)	Other Amendments ……………………………………………………………………………………………………………………………………………………………………………………………………………			19
	(c)	Notice of Proposed Amendments ……………………………………………………………………………………………………………………………………………………………………………………………			19

MISCELLANEOUS …………………………………………………………………………………………………………………………………………………………………………………………………………………………					20

34.	Notices ………………………………………………………………………………………………………………………………………………………………………………………………………………………………				20

35.	Time Periods ………………………………………………………………………………………………………………………………………………………………………………………………………………………				20

36.	Appraisal ……………………………………………………………………………………………………………………………………………………………………………………………………………………………				20

	(a)		Appraisers ……………………………………………………………………………………………………………………………………………………………………………………………………………………		20
	(b)		Determination ………………………………………………………………………………………………………………………………………………………………………………………………………………		20
	(c)		Sides …………………………………………………………………………………………………………………………………………………………………………………………………………………………		21

37.	Arbitration ……………………………………………………………………………………………………………………………………………………………………………………………………………………………				21

	(a)			General ………………………………………………………………………………………………………………………………………………………………………………………………………………………	21
	(b)			Authority ……………………………………………………………………………………………………………………………………………………………………………………………………………………	21
	(c)			Selection of Arbitrator ……………………………………………………………………………………………………………………………………………………………………………………………………	22
	(d)			Determination ………………………………………………………………………………………………………………………………………………………………………………………………………………	22
	(e)			Exceptions …………………………………………………………………………………………………………………………………………………………………………………………………………………	22

38.	Entire Agreement ……………………………………………………………………………………………………………………………………………………………………………………………………………………				22

39.	Successors in Interest ………………………………………………………………………………………………………………………………………………………………………………………………………………				22

40.	Counterparts, Facsimiles and Electronic Mail …………………………………………………………………………………………………………………………………………………………………………………				23

41.	Severability ……………………………………………………………………………………………………………………………………………………………………………………………………………………………				23

42.	Captions ………………………………………………………………………………………………………………………………………………………………………………………………………………………………				23

43.	Additional Documents ……………………………………………………………………………………………………………………………………………………………………………………………………………				23

INITIAL MEMBERS:			ADDRESSES:

Continental Capital Partners, Inc.



By:



California Hydrocarbons Corporation



By:



INITIAL MANAGERS:



Timothy W. Crawford





Rashmi N. Yajnik

CHC:		COMPANY:

California Hydrocarbons Corporation		Cardinal Energy Group, LLC


By:	RASHMI N. YAJNIK	By:	TIMOTHY W. CRAWFORD
	Rashmi N. Yajnik		Timothy W. Crawford, Manager


		By:	RASHMI N. YAJNIK
			Rashmi N. Yajnik, Manager

	December 31,
	2011			2010

ASSETS

Cash	$	111		$	-
Accounts receivable		-			5,775
Available for sale securities, at market		4,620			16,940

TOTAL CURRENT ASSETS		4,731			22,715

PROPERTY AND EQUIPMENT, net of accumulated
depreciation of $6,122 and $9,187,
respectively		9,975			35,404

OIL AND GAS PROPERTIES (full cost method)
Unproved properties		1,304,584			-

OTHER ASSETS
Security deposit		1,000			-

TOTAL ASSETS	$	1,320,290		$	58,119

LIABILITIES AND MEMBERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES
Bank overdraft	$	-		$	1,095
Accounts payable and accrued expenses		11,925			3,328
Related party payables		10,022			-
Current portion of automobile loan payable		-			20,627

TOTAL CURRENT LIABILITIES		21,947			25,050

LONG-TERM LIABILITIES
Debentures payable		-			53,646
Asset retirement obligation		3,986			-

TOTAL LONG-TERM LIABILITIES		3,986			53,646

TOTAL LIABILITIES		25,933			78,696

COMMITMENTS AND CONTINGENCIES		-			-

MEMBERS’ EQUITY (DEFICIT)
Members’ capital		3,548,188			2,179,071
Accumulated other comprehensive loss		(2,212,980	)		(2,200,660	)
Retained earnings (deficit)		(40,851	)		1,012

TOTAL MEMBERS’ EQUITY (DEFICIT)		1,294,357			(20,577	)

TOTAL LIABILITIES AND MEMBERS’ EQUITY (DEFICIT)	$	1,320,290		$	58,119

	For the Years Ended
	December 31,
	2011			2010


REVENUES
Oil and gas revenues	$	11,727		$	101,372

Total Revenues		11,727			101,372

COST OF SALES
Well operating costs		3,384			47,380

Total Cost of Sales		3,384			47,380

GROSS MARGIN		8,343			53,992

OPERATING EXPENSES
Depreciation and amortization expense		2,366			8,246
Accretion expense		110			-
General and administrative		39,613			10,981

Total Operating Expenses		42,089			19,227

INCOME (LOSS) FROM OPERATIONS		(33,746	)		34,765

OTHER INCOME (EXPENSES)
Interest expense, net		(4,529	)		(5,745	)
Other		(3,588	)		1,364

Total Other Income (Expenses)		(8,117	)		(4,381	)

NET INCOME (LOSS)	$	(41,863	)	$	30,384

OTHER COMPREHENSIVE LOSS
Change in value of investments		(12,320	)		(1,540	)

NET COMPREHENSIVE INCOME (LOSS)	$	(54,183	)	$	28,844

				Accumulated
				Other
	Members’			Comprehensive			Retained			Members’
	Capital			Income (Loss)			Earnings			Equity

Balance, December 31, 2009	$	2,208,669		$	(2,199,120	)	$	(29,372	)	$	(19,823	)

Capital contributions		17,500			-			-			17,500

Member distributions		(47,098	)		-			-			(47,098	)

Unrealized holding gains and losses for available-for-sale securities		-			(1,540	)		-			(1,540	)

Net income for the year		-			-			30,384			30,384

Balance at December 31, 2010		2,179,071			(2,200,660	)		1,012			(20,577	)

Capital contributions		83,115			-			-			83,115

Units issued for oil and gas property		1,294,934									1,294,934

Conversion of debt		60,497									60,497

Member distributions		(69,429	)		-			-			(69,429	)

Unrealized holding gains and (losses) for available-for-sale securities		-			(12,320	)		-			(12,320	)

Net loss for year		-			-			(41,863	)		(41,863	)

Balance at December 31, 2011	$	3,548,188		$	(2,212,980	)	$	(40,851	)	$	1,294,357

Assets and liabilities measured at fair value on a recurring basis at December 31, 2011:							Total Carrying
Recurring:	Level 1		Level 2		Level 3		Value
Marketable securities	$	4,620	$	-	$	-	$	4,620
Total	$	4,620	$	-	$	-	$	4,620


Assets and liabilities measured at fair value on a recurring basis at December 31, 2010:							Total Carrying
Recurring:	Level 1		Level 2		Level 3		Value
Marketable securities	$	16,940	$	-	$	-	$	16,940
Total	$	16,940	$	-	$	-	$	16,940

	2011		2010

Asset retirement obligations, beginning of period	$	-	$	-
Revisions in estimated liabilities		-		-
Abandonment costs		3,876		-
Accretion expense		110		-

Asset retirement obligations, end of period	$	3,986	$	-

	June 30,			December 31,
	2012			2011
ASSETS
CURRENT ASSETS
Cash	$	2,157		$	111
Available for sale securities, at market		7,700			4,620

Total Current Assets		9,857			4,731

PROPERTY AND EQUIPMENT, net of accumulated		8,606			9,975
depreciation of $7,491 and $6,122, respectively

OIL AND GAS PROPERTIES (full cost method)
Unproved properties		1,229,584			1,304,584

OTHER ASSETS
Note receivable		20,000			-
Security deposit		1,000			1,000

Total Other Assets		21,000			1,000

TOTAL ASSETS	$	1,269,047		$	1,320,290


LIABILITIES AND MEMBERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	7,878		$	11,925
Related party payables		-			10,022

Total Current Liabilities		7,878			21,947

LONG-TERM LIABILITIES
Asset retirement obligation		4,042			3,986

Total Long-Term Liabilities		4,042			3,986

TOTAL LIABILITIES		11,920			25,933

COMMITMENTS AND CONTINGENCIES

MEMBERS’ EQUITY
Members’ capital		3,548,188			3,548,188
Accumulated other comprehensive loss		(2,209,900	)		(2,212,980	)
Retained deficit		(81,161	)		(40,851	)

TOTAL MEMBERS’ EQUITY		1,257,127			1,294,357

TOTAL LIABILITIES AND MEMBERS’ EQUITY	$	1,269,047		$	1,320,290

	For the three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2012			2011			2012			2011

REVENUES
Oil and gas revenues	$	34		$	1,800		$	1,521		$	3,600

COST OF SALES
Well operating costs		734			437			2,529			900

OPERATING EXPENSES
Depreciation and amortization expense		693			592			1,369			1,183
Accretion expense		28			-			56			-
General and administrative		11,360			10,810			37,877			13,810

Total Operating Expenses		12,081			11,402			39,302			14,993

NET LOSS		(12,781	)		(10,039	)		(40,310	)		(12,293	)

OTHER COMPREHENSIVE INCOME (LOSS)
Change in value of investments		5,236			(7,700	)		3,080			(1,540	)

NET COMPREHENSIVE LOSS	$	(7,545	)	$	(17,739	)	$	(37,230	)	$	(13,833	)

							Cardinal							Adjusted
							Energy		Combined		Pro Forma			ProForma
					Koko Ltd.		Group, Ltd.		Totals		Adjustments	REF		Totals
ASSETS

CURRENT ASSETS

	Cash			$	10,534	$	2,157	$	12,691	$	(10,534)	[2]	$	2,157
	Investments				-		7,700		7,700		-			7,700

		Total Current Assets			10,534		9,857		20,391		(10,534)			9,857

PROPERTY AND EQUIPMENT, net					-		8,606		8,606		-			8,606

OTHER ASSETS

		Oil and gas properties			-		1,229,584		1,229,584		-			1,229,584
		Other assets			-		21,000		21,000		-			21,000

			Total Other Assets		-		1,250,584		1,250,584		-			1,250,584

			TOTAL ASSETS	$	10,534	$	1,269,047	$	1,279,581	$	(10,534)		$	1,269,047


LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES
		Accounts payable and accrued expenses		$	760	$	7,878	$	8,638	$	(760)	[2]	$	7,878
		Related party payable			-		-		-		-			-

			Total Current Liabilities		760		7,878		8,638		(760)			7,878

LONG TERM LIABILITIES
		Asset retirement obligation			-		4,042		4,042		-			4,042

			Long term liabilities		-		4,042		4,042		-			4,042

			TOTAL LIABILITIES		760		11,920		12,680		(760)			11,920

STOCKHOLDERS’ EQUITY (DEFICIT)

		Preferred stock			-		-		-		-			-
		Common stock			86		-		86		776	[1]		345
											(517)	[3]		-
		Additional paid-in capital			397,014		3,548,188		3,945,202		(397,100)	[2]		3,547,843
											(776)	[1]
											517	[3]
		Accumulated other comprehensive loss					(2,209,900)		(2,209,900)					(2,209,900)
		Retained earnings (deficit)			(387,326)		(81,161)		(468,487)		387,326	[2]		(81,161)

			Total Stockholders’ Equity (Deficit)		9,774		1,257,127		1,266,901		(9,774)			1,257,127

			TOTAL LIABILITIES AND
			STOCKHOLDERS’ EQUITY (DEFICIT)	$	10,534	$	1,269,047	$	1,279,581	$	(10,534)		$	1,269,047

												Pro-Forma
					Cardinal							Adjusted
					Energy		Combined		Pro Forma			Combined
			Koko Ltd.		Group, Ltd.		Totals		Adjustments		REF	Totals
REVENUES			$	-	$	1,521	$	1,521	$	-		$	1,521
COST OF REVENUES				-		2,529		2,529		-			2,529

GROSS PROFIT				-		(1,008)		(1,008)		-			(1,008)

OPERATING EXPENSES

	Depreciation and amortization expense			-		1,369		1,369		-			1,369
	Accretion expense			-		56		56		-			56
	General and administrative			38,728		37,877		76,605		-			76,605

		Total Costs and Expenses		38,728		39,302		78,030		-			78,030

		OPERATING LOSS		(38,728)		(40,310)		(79,038)		-			(79,038)

		LOSS BEFORE INCOME TAXES		(38,728)		(40,310)		(79,038)		-			(79,038)
		PROVISION FOR INCOME TAXES		-		-		-		-			-

		NET LOSS	$	(38,728)	$	(40,310)	$	(79,038)	$	-		$	(79,038)

LOSS PER SHARE			$	(0.00)	$	(0.00)						$	(0.00)

WEIGHTED AVERAGE SHARES OUTSTANDING				8,594,986		77,625,000							34,487,994

[1]	Common Stock	776		Record issuance of 77,625,000 shares for Cardinal purchase
[1]	Additional Paid-in Capital		776	Record issuance of 77,625,000 shares for Cardinal purchase
[2]	Retained Earnings		348,598	Eliminate accumulated deficit and debts of Koko
[2]	Cash		41,111	Eliminate accumulated deficit and debts of Koko
[2]	Accounts Payable		109	Eliminate accumulated deficit and debts of Koko
[2]	Additional Paid-in Capital	389,600		Eliminate accumulated deficit and debts of Koko
[3]	Common Stock	517		Record 1 for 2.5 shares reverse stock split
[3]	Additional Paid-in Capital		517	Record 1 for 2.5 shares reverse stock split