UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended June 30, 2012



 ̈ TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from 
to



Commission File Number 000-54576



|RICHFIELD OIL & GAS COMPANY                           
|------------------------------------------------------
|(Exact name of registrant as specified in its charter)



|Nevada                                                                         | 35-2407100                       
|------------------------------------------------------------------------------ | ---------------------------------
|(State or other jurisdiction of incorporation
        or
        organization) | (IRS Employer Identification No.)



|15 W. South Temple, Suite 1050          
|----------------------------------------
|Salt Lake City, UT  84101               
|(Address of principal executive offices)



|(801) 519-8500                                      
|----------------------------------------------------
|(Registrant’s telephone number, including area code)



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed under Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes x	
No  ̈



Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files).



Yes x    No  ̈



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.



|Large Accelerated Filer  ̈                                             | Accelerated Filer  ̈        
|--------------------------------------------------------------------- | ---------------------------
|Non-Accelerated Filer  ̈ (Do not check if a smaller reporting company) | Smaller Reporting Company x



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ̈    
No x



The issuer had 285,790,590 shares of common
stock outstanding as of August 14, 2012.











TABLE OF CONTENTS



|                               | Page                                                                                 
|------------------------------ | -------------------------------------------------------------------------------------
|                               |                                                                                      
|PART I.  FINANCIAL INFORMATION | 2                                                                                    
|                               |                                                                                      
|Item 1.                        | Financial Statements (Unaudited)                                                     
|                               |                                                                                      
|Item 2.                        | Management’s Discussion and Analysis of Financial Condition and Results of Operations
|                               |                                                                                      
|Item 3.                        | Quantitative and Qualitative Disclosures About Market Risk                           
|                               |                                                                                      
|Item 4.                        | Controls and Procedures                                                              
|                               |                                                                                      
|PART II.  OTHER INFORMATION    | 34                                                                                   
|                               |                                                                                      
|Item 1.                        | Legal Proceedings                                                                    
|                               |                                                                                      
|Item 1A.                       | Risk Factors                                                                         
|                               |                                                                                      
|Item 2.                        | Unregistered Sales of Equity Securities and Use of Proceeds                          
|                               |                                                                                      
|Item 5.                        | Other Information                                                                    
|                               |                                                                                      
|Item 6.                        | Exhibits                                                                             
|                               |                                                                                      
|SIGNATURES                     | 51                                                                                   



1







PART I. FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS



RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Condensed Consolidated Balance Sheets
(Unaudited)

June 30, 2012 and December 31, 2011



|                                                               |  | June 30, |             |   | December 31, |  
|-------------------------------------------------------------- |  | -------- | ----------- | - | ------------ | -
|                                                               |  | 2012     |             |   | 2011         |  
|ASSETS                                                         |  |          |             |   |              |  
|Current assets                                                 |  |          |             |   |              |  
|Cash and cash equivalents                                      |  | $        | 576,929     |   |              | $
|Accounts receivables, (net of allowances of $192,333 and $0)   |  |          | 458,041     |   |              |  
|Deposits and prepaid expenses                                  |  |          | 377,763     |   |              |  
|Other current assets                                           |  |          | 8,123       |   |              |  
|Total current assets                                           |  |          | 1,420,856   |   |              |  
|                                                               |  |          |             |   |              |  
|Properties and equipment, at cost - successful efforts method: |  |          |             |   |              |  
|Proved properties, including wells and related equipment       |  |          | 4,810,855   |   |              |  
|Unproved properties                                            |  |          | 10,166,477  |   |              |  
|Accumulated depletion, depreciation, and amortization          |  |          | (799,499    | ) |              |  
|                                                               |  |          | 14,177,833  |   |              |  
|                                                               |  |          |             |   |              |  
|Other properties and equipment                                 |  |          | 211,049     |   |              |  
|Accumulated depreciation                                       |  |          | (171,761    | ) |              |  
|                                                               |  |          | 39,288      |   |              |  
|                                                               |  |          |             |   |              |  
|Other assets                                                   |  |          | -           |   |              |  
|                                                               |  |          |             |   |              |  
|Total assets                                                   |  | $        | 15,637,977  |   |              | $
|                                                               |  |          |             |   |              |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                           |  |          |             |   |              |  
|Current liabilities                                            |  |          |             |   |              |  
|Accounts payable                                               |  | $        | 1,217,277   |   |              | $
|Accrued expenses and other payables                            |  |          | 744,802     |   |              |  
|Current portion of notes payable                               |  |          | 323,591     |   |              |  
|Current portion of convertible notes payable                   |  |          | 1,452,560   |   |              |  
|Current portion of capital leases                              |  |          | 33,885      |   |              |  
|Due to directors                                               |  |          | 5,264       |   |              |  
|Due to related parties                                         |  |          | -           |   |              |  
|Total current liabilities                                      |  |          | 3,777,379   |   |              |  
|                                                               |  |          |             |   |              |  
|Long-term liabilities                                          |  |          |             |   |              |  
|Notes payable, net of current portion                          |  |          | 1,902,251   |   |              |  
|Capital lease obligation, net of current portion               |  |          | -           |   |              |  
|Asset retirement obligations                                   |  |          | 347,991     |   |              |  
|Total long-term liabilities                                    |  |          | 2,250,242   |   |              |  
|                                                               |  |          |             |   |              |  
|Total liabilities                                              |  | $        | 6,027,621   |   |              | $
|                                                               |  |          |             |   |              |  
|Stockholders' equity                                           |  |          |             |   |              |  
|Preferred stock, par value $.001; 50,000,000 authorized,       |  |          |             |   |              |  
|(0 shares outstanding)                                         |  | $        | -           |   |              | $
|Common stock, par value $.001; 450,000,000 authorized,         |  |          |             |   |              |  
|(6/30/2012 – 285,690,590 shares outstanding and                |  |          |             |   |              |  
|12/31/2011 - 270,886,947 shares outstanding)                   |  |          | 285,691     |   |              |  
|Additional paid-in capital - common stock                      |  |          | 34,793,116  |   |              |  
|Accumulated deficit                                            |  |          | (25,468,451 | ) |              |  
|Total stockholders' equity                                     |  | $        | 9,610,356   |   |              | $
|                                                               |  |          |             |   |              |  
|Total liabilities and stockholders' equity                     |  | $        | 15,637,977  |   |              | $



See the accompanying notes to condensed
consolidated financial statements



2







RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Condensed Consolidated Statements of
Operations (Unaudited)

For the Three and Six Months Ended June
30, 2012 and 2011





|                                                        |  | Three Months Ended |             |   | Six Months Ended |  
|------------------------------------------------------- |  | ------------------ | ----------- | - | ---------------- | -
|                                                        |  | June 30,           |             |   | June 30,         |  
|                                                        |  | 2012               |             |   | 2011             |  
|Revenues                                                |  |                    |             |   |                  |  
|Oil and natural gas sales                               |  | $                  | 229,037     |   |                  | $
|Other                                                   |  |                    | -           |   |                  |  
|Total revenues                                          |  |                    | 229,037     |   |                  |  
|                                                        |  |                    |             |   |                  |  
|Operating expenses                                      |  |                    |             |   |                  |  
|Production expenses                                     |  |                    | 122,598     |   |                  |  
|Production taxes                                        |  |                    | 8,380       |   |                  |  
|Exploration                                             |  |                    | 52,285      |   |                  |  
|Lease expiration                                        |  |                    | 173         |   |                  |  
|Depletion, depreciation, amortization and accretion     |  |                    | 61,208      |   |                  |  
|General and administrative expenses                     |  |                    | 1,134,933   |   |                  |  
|Gain on sale of assets                                  |  |                    | (405,624    | ) |                  |  
|Total expenses                                          |  |                    | 973,953     |   |                  |  
|                                                        |  |                    |             |   |                  |  
|Loss from operations                                    |  |                    | (744,916    | ) |                  |  
|                                                        |  |                    |             |   |                  |  
|Other income (expenses)                                 |  |                    |             |   |                  |  
|Gain on settlement of liabilities                       |  |                    | 17,164      |   |                  |  
|Interest and finance expenses                           |  |                    | (164,215    | ) |                  |  
|Interest income                                         |  |                    | 27,461      |   |                  |  
|Total other income (expenses)                           |  |                    | (119,590    | ) |                  |  
|                                                        |  |                    |             |   |                  |  
|Loss before income taxes                                |  |                    | (864,506    | ) |                  |  
|                                                        |  |                    |             |   |                  |  
|Income tax provision                                    |  |                    | (400        | ) |                  |  
|                                                        |  |                    |             |   |                  |  
|Net loss                                                |  | $                  | (864,906    | ) |                  | $
|                                                        |  |                    |             |   |                  |  
|Net loss per common share - basic and diluted           |  | $                  | (0.01       | ) |                  | $
|                                                        |  |                    |             |   |                  |  
|Weighted average shares outstanding – basic and diluted |  |                    | 284,565,376 |   |                  |  





See the accompanying notes to condensed
consolidated financial statements



3







RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Condensed Consolidated Statement of Stockholders'
Equity (Unaudited)

For the Six Months Ended June 30, 2012





|                                                                                                                                                                                            |  | Preferred Stock |   |  | Common Stock |   |   |            |  |   |        | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- | - |  | ------------ | - | - | ---------- |  | - | ------ | 
|                                                                                                                                                                                            |  |                 |   |  |              |   |   | Additional |  |   |        | 
|                                                                                                                                                                                            |  |                 |   |  |              |   |   | Paid-In    |  |   |        | 
|                                                                                                                                                                                            |  | Shares          |   |  | Par          |   |   | Capital    |  |   | Shares | 
|                                                                                                                                                                                            |  |                 |   |  |              |   |   |            |  |   |        | 
|Balance
    - December 31, 2011                                                                                                                                                             |  |                 | - |  |              | $ | - |            |  | $ | -      | 
|                                                                                                                                                                                            |  |                 |   |  |              |   |   |            |  |   |        | 
|Issued 2,081,328 common
    stock for oil and gas properties and JIBs (valued at $0.25 per share)                                                                                           |  |                 | - |  |              |   | - |            |  |   | -      | 
|                                                                                                                                                                                            |  |                 |   |  |              |   |   |            |  |   |        | 
|Issued 5,102,000 common
    stock for directors', employees and consultants' compensation (valued between $0.16 and $0.25 per share)                                                        |  |                 | - |  |              |   | - |            |  |   | -      | 
|                                                                                                                                                                                            |  |                 |   |  |              |   |   |            |  |   |        | 
|Sale of 7,802,750 common
    stock and 6,628,875 warrants for cash (valued between $0.16 and $0.25 per share)                                                                               |  |                 | - |  |              |   | - |            |  |   | -      | 
|                                                                                                                                                                                            |  |                 |   |  |              |   |   |            |  |   |        | 
|Issued 472,000 common
    stock as settlement of accounts payables including accrued interest (valued at $0.25 per share)                                                                   |  |                 | - |  |              |   | - |            |  |   | -      | 
|                                                                                                                                                                                            |  |                 |   |  |              |   |   |            |  |   |        | 
|Issued 10,000 common
    stock relating to an oil and gas lease renewal (valued at $0.25 per share)                                                                                         |  |                 | - |  |              |   | - |            |  |   | -      | 
|                                                                                                                                                                                            |  |                 |   |  |              |   |   |            |  |   |        | 
|Issued 1,513,636 common
    stock and 400,000 warrants as settlement of notes payable (valued at $0.25 per share)                                                                           |  |                 | - |  |              |   | - |            |  |   | -      | 
|                                                                                                                                                                                            |  |                 |   |  |              |   |   |            |  |   |        | 
|Issued 71,929 common
    stock for related party payment of interest and exercise of warrants (warrants exercised at $0.16 per share)                                                       |  |                 | - |  |              |   | - |            |  |   | -      | 
|                                                                                                                                                                                            |  |                 |   |  |              |   |   |            |  |   |        | 
|Return of 250,000 common
    stock for cancellation from related party (valued at par value $0.25 per share)                                                                                |  |                 | - |  |              |   | - |            |  |   | -      | 
|                                                                                                                                                                                            |  |                 |   |  |              |   |   |            |  |   |        | 
|Return of 2,000,000 common
    stock for cancellation from an unaffiliated investor related to the exchange of oil and gas properties in the Moroni Project
    (valued at $0.25 per share) |  |                 | - |  |              |   | - |            |  |   | -      | 
|                                                                                                                                                                                            |  |                 |   |  |              |   |   |            |  |   |        | 
|Issued 400,000 warrants
    with debt as a debt discount                                                                                                                                    |  |                 | - |  |              |   | - |            |  |   | -      | 
|                                                                                                                                                                                            |  |                 |   |  |              |   |   |            |  |   |        | 
|Issued 6,640,000 warrants
    to consultants related to services performed                                                                                                                  |  |                 |   |  |              |   |   |            |  |   |        | 
|                                                                                                                                                                                            |  |                 |   |  |              |   |   |            |  |   |        | 
|Issued 2,298,000 warrants
    to working interest holders in oil and gas properties                                                                                                         |  |                 | - |  |              |   | - |            |  |   | -      | 
|                                                                                                                                                                                            |  |                 |   |  |              |   |   |            |  |   |        | 
|Net
    (loss) for the six month period                                                                                                                                                     |  |                 | - |  |              |   | - |            |  |   | -      | 
|                                                                                                                                                                                            |  |                 |   |  |              |   |   |            |  |   |        | 
|Balance
    - June 30, 2012                                                                                                                                                                 |  |                 | - |  |              | $ | - |            |  | $ | -      | 





See the accompanying notes to condensed
consolidated financial statements

4





RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Condensed Consolidated Statements of
Cash Flows (Unaudited)

For the Six Months Ended June 30, 2012
and 2011





|                                                                                                                                                      |  | Six Months Ended |           
|----------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ----------
|                                                                                                                                                      |  | June 30,         |           
|                                                                                                                                                      |  | 2012             |           
|Cash flows from operating activities:                                                                                                                 |  |                  |           
|Net loss                                                                                                                                              |  | $                | (2,916,985
|Adjustments to reconcile net loss to net cash provided by (used in) operating activities:                                                             |  |                  |           
|                                                                                                                                                      |  |                  |           
|Depletion, depreciation, amortization and accretion                                                                                                   |  |                  | 114,737   
|Accretion of debt                                                                                                                                     |  |                  | 21,639    
|Gain on settlement of liabilities                                                                                                                     |  |                  | (35       
|Capitalized interest on notes payable                                                                                                                 |  |                  | 8,456     
|Amortization of pre-paid interest                                                                                                                     |  |                  | 83,256    
|Lease expirations                                                                                                                                     |  |                  | 14,170    
|Gain on sale of assets                                                                                                                                |  |                  | (425,895  
|Amortization of debt discounts                                                                                                                        |  |                  | 83,299    
|Return of common stock to pay professional fees                                                                                                       |  |                  | (62,500   
|Issuance of common stock for other expenses                                                                                                           |  |                  | -         
|Issuance of common stock for interest                                                                                                                 |  |                  | 29,509    
|Issuance of common stock and warrants for services                                                                                                    |  |                  | 1,324,454 
|                                                                                                                                                      |  |                  |           
|Changes in operating assets and liabilities:                                                                                                          |  |                  |           
|Decrease (increase) in accounts receivables                                                                                                           |  |                  | (136,189  
|Decrease (increase) in deposits and prepaid expenses                                                                                                  |  |                  | -         
|Decrease (increase) in other assets                                                                                                                   |  |                  | (127,050  
|Increase (decrease) in accounts payable                                                                                                               |  |                  | 205,048   
|Increase (decrease) in accrued expenses and other payables                                                                                            |  |                  | 17,975    
|Increase (decrease) in due to directors                                                                                                               |  |                  | (22,670   
|Increase (decrease) in due to related parties                                                                                                         |  |                  | (76,111   
|Net cash used in operating activities                                                                                                                 |  |                  | (1,864,892
|                                                                                                                                                      |  |                  |           
|Cash flows from investing activities:                                                                                                                 |  |                  |           
|Cash received from acquisition of Freedom Oil & Gas, Inc.                                                                                             |  |                  | -         
|Investment in oil and gas properties, including wells and related equipment                                                                           |  |                  | (1,123,810
|Investment in other properties and equipment                                                                                                          |  |                  | (13,434   
|Proceeds from sale of assets                                                                                                                          |  |                  | 2,266,953 
|Net cash provided by (used in) investing activities                                                                                                   |  |                  | 1,129,709 
|                                                                                                                                                      |  |                  |           
|Cash flows from financing activities:                                                                                                                 |  |                  |           
|Proceeds from notes payable                                                                                                                           |  |                  | 100,000   
|Payments on notes payable                                                                                                                             |  |                  | (316,659  
|Payments on convertible notes payable                                                                                                                 |  |                  | (248,000  
|Payments on related party notes payable                                                                                                               |  |                  | (254,909  
|Payments on capital lease obligation                                                                                                                  |  |                  | (17,342   
|Proceeds from issuance of common stock and warrants - net of issuance costs                                                                           |  |                  | 2,011,865 
|Net cash provided by financing activities                                                                                                             |  |                  | 1,274,955 
|                                                                                                                                                      |  |                  |           
|Net increase in cash and cash equivalents                                                                                                             |  |                  | 539,772   
|                                                                                                                                                      |  |                  |           
|Cash and cash equivalents - beginning of period                                                                                                       |  |                  | 37,157    
|                                                                                                                                                      |  |                  |           
|Cash and cash equivalents - end of period                                                                                                             |  | $                | 576,929   
|                                                                                                                                                      |  |                  |           
|Supplemental disclosure of cash flow information:                                                                                                     |  |                  |           
|Cash paid during the period for interest                                                                                                              |  | $                | 30,176    
|                                                                                                                                                      |  |                  |           
|Non-cash financing and investing activities:                                                                                                          |  |                  |           
|Redemption of preferred stock and payment of preferred stock dividends through issuance of common stock                                               |  | $                | -         
|Purchase of oil and gas properties and conversion of JIB receivables billed to working interest holders through issuance of common stock and warrants |  | $                | 547,363   
|Purchase of oil and gas properties through exchange of property and reduction of notes payable                                                        |  | $                | 230,000   
|Sale of oil and gas properties for return of common stock                                                                                             |  | $                | 500,000   
|Cancellation of lease in full satisfaction of accounts payable                                                                                        |  | $                | 180,000   
|Payment of pre-paid expenses through issuance of common stock                                                                                         |  | $                | -         
|Conversion of accounts payable and other payables through issuance of note payable                                                                    |  | $                | 186,229   
|Payment of accounts payable through issuance of common stock                                                                                          |  | $                | 100,000   
|Conversion of notes payable and other payables through issuance of common stock                                                                       |  | $                | 375,000   
|Conversion of notes payable through issuance of convertible notes payable                                                                             |  | $                | 1,328,000 
|Conversion of convertible notes payable through issuance of notes payable                                                                             |  | $                | 1,117,500 
|Retirement of Treasury Shares                                                                                                                         |  | $                | -         
|Capitalized asset retirement obligations                                                                                                              |  | $                | -         
|Capitalized accrued interest on notes payable                                                                                                         |  | $                | 152,657   
|Settlement of litigation through exchange of property and issuance of common stock and warrants                                                       |  | $                | -         
|Acquisition of Freedom Oil & Gas, Inc. in exchange for common stock                                                                                   |  | $                | -         





See the accompanying notes to condensed
consolidated financial statements

5







RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Notes to Condensed Consolidated Financial
Statements (Unaudited)





NOTE 1     ORGANIZATION AND NATURE
OF BUSINESS



Richfield Oil & Gas Company (the “Company,” “Richfield” or “RFO”)
is a Nevada corporation headquartered in Salt Lake City, Utah which was incorporated on April 8, 2011. The Company
is engaged in the exploration, development and production of oil and gas in the states of Kansas, Oklahoma, Utah and Wyoming.



Contemporaneously with RFO’s incorporation,
the Company merged (the “HPI Merger”) with its predecessor company, Hewitt Petroleum, Inc., a Delaware corporation
which was incorporated on May 17, 2008 (“HPI”). In connection with the HPI Merger, HPI was merged out of existence
and the Company assumed all of the assets and liabilities of HPI. The Plan of Merger required that all HPI common stock be exchanged
on a one-for-one basis for RFO common stock and that RFO assume all of the liabilities of HPI as of the effective date of the HPI
Merger. As a result, the Company’s historical financial statements are a continuation of the financial statements of HPI.
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Hewitt Energy Group,
Inc., a Texas corporation (“HEGINC”) and Hewitt Operating, Inc., a Utah corporation (“HOPIN”). All significant
intercompany transactions and balances have been eliminated in consolidation. In addition, effective March 31, 2011, HPI entered
into a Stock Exchange Agreement with Freedom Oil & Gas, Inc., a Nevada corporation (“Freedom”), which called for
the exchange of stock in HPI for all of the outstanding stock of Freedom (the “Freedom Acquisition”). Upon completion
of the Freedom Acquisition, it became a wholly owned subsidiary of the Company from March 31, 2011 until June 20, 2011 when Freedom
was merged into RFO with RFO being the surviving entity.





The Company has been involved in leasing,
exploring and drilling in Kansas, Oklahoma, Utah and Wyoming since its formation. The Company is participating in over 33,000 acres
of leasehold, seismic surveys, and numerous drilling projects in these states.  The Company uses proven technologies
and drilling and production methods that are both efficient and environmentally sound.



NOTE 2     GOING CONCERN



The Company’s condensed consolidated
financial statements have been prepared on a going concern basis which contemplates the realization of assets and the liquidation
of liabilities in the ordinary course of business. The Company has incurred substantial losses from operations causing negative
working capital, in that current liabilities far exceed current assets, and the Company has negative operating cash flows, which
raise substantial doubt about the Company’s ability to continue as a going concern. The Company sustained a net loss for
the six months ended June 30, 2012 of $2,916,985 and a net loss for the year ended December 31, 2011 of $9,613,034, and has an
accumulated deficit of $25,468,451 as of June 30, 2012.



The Company intends to make its planned
capital expenditures in order to continue its drilling programs, but does not have sufficient realized revenues or operating cash
flows in order to finance these activities internally. As a result, the Company intends to seek financing in order to fund its
working capital and capital expenditure needs.



The Company has been able to meet its
short-term needs through loans from officers and third parties; sales of working interest in its oil and gas properties; and private
placements of equity securities. The Company may seek additional funding through the issuance of debt, preferred stock, common
stock or a combination of these instruments. Any proceeds received from the issuance of these instruments will provide the needed
funds for continued operations and drilling programs. The Company may also sell working interests in one of more of its projects
to assist in the funding of the development of each project.  The Company can provide no assurance that it will be able
to obtain sufficient additional financing that it needs to develop its properties and alleviate doubt about its ability to continue
as a going concern. If the Company is able to obtain sufficient additional financing proceeds, the Company cannot be certain that
this additional financing will be available on acceptable terms, if at all. To the extent the Company raises additional funds
by issuing equity securities the Company’s stockholders may experience significant dilution. Any debt financing, if available,
may involve restrictive covenants that impact the Company’s ability to conduct business. The condensed consolidated financial
statements do not include any adjustments that might result from the outcome of this uncertainty.



6







RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Notes to Condensed Consolidated Financial
Statements (Unaudited)





NOTE 3     SIGNIFICANT
ACCOUNTING POLICIES



These unaudited condensed
consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the
United States of America (“GAAP”). The financial statements included herein were prepared from the records of the
Company in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Regulation S-X and
S-K. In the opinion of management, all adjustments of a normal recurring nature that are considered necessary for a fair
presentation of the interim financial information, have been included. However, operating results for the periods presented
are not necessarily indicative of the results that may be expected for a full year. The Company’s Form 10 includes
certain definitions and a summary of significant accounting policies and should be read in conjunction with this Form 10-Q.
Except as disclosed herein, there have been no material changes to the information disclosed in the notes to the consolidated
financial statements included in the Company’s Form 10.



The preparation of the financial statements
in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of oil and gas reserves,
assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Although management believes these estimates are reasonable, actual
results could differ from these estimates. The Company evaluates its estimates on an on-going basis and bases its estimates on
historical experience and on various other assumptions the Company believes to be reasonable under the circumstances. Although
actual results may differ from these estimates under different assumptions or conditions, the Company believes that its estimates
are reasonable. The Company’s activities are accounted for under the successful efforts method.



Reclassifications



Certain prior period balances have been
reclassified to conform to the current period presentation. Such reclassifications had no impact on net loss, statements of cash
flows, working capital or equity previously reported.



Loss Per Common Share

Basic earnings per share
(“EPS”) is computed by dividing net income (loss) (the numerator) by the weighted-average number of common
shares outstanding for the period (the denominator).  Diluted EPS is computed by dividing net income (loss) by the
weighted-average number of common shares and potential common shares outstanding (if dilutive) during each
period.  Potential common shares include common shares to be issued related to warrants outstanding and convertible
debentures.  The number of potential common shares outstanding is computed using the treasury stock method.



As the Company has incurred losses for
the six months ended June 30, 2012 and 2011, the potentially dilutive shares are anti-dilutive and are thus not added into the
loss per share calculations. As of June 30, 2012 and 2011, there were 35,000,864 and 14,067,824 potentially dilutive shares, respectively.



Income Taxes



The Company accounts for income taxes under
FASB ASC 740. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting
and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences
are expected to reverse.  Accounting standards require the consideration of a valuation allowance for deferred tax assets
if it is more likely than not that some component or all of the benefits of deferred tax assets will not be realized.



The tax effects from an uncertain tax position
can be recognized in the consolidated financial statements only if it is more likely than that the position will be sustained if
challenged by a taxing authority. The Company has examined the tax positions taken in its tax returns and determined that there
are no uncertain tax positions. As a result, the Company has recorded no uncertain tax liabilities in its consolidated balance
sheet.



7







RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Notes to Condensed Consolidated Financial
Statements (Unaudited)





Financial Instruments and Concentration
of Risks

The Company’s financial instruments
include cash and cash equivalents, accounts receivable and accounts payable. The carrying amount of cash and cash equivalents,
accounts receivable, and accounts payable approximate fair value because of their immediate or short-term maturities.



Substantially all of the Company’s
accounts receivable result from oil and gas sales and joint interest billings (“JIBs”) to third parties in the oil
and gas industry.  This concentration of customers and joint interest owners may impact the Company’s overall credit
risk in that these entities may be similarly affected by changes in economic and other conditions. As of June 30, 2012, 31% of
the accounts receivable balance resulted from one entity. For the six months ended June 30, 2012 and 2011, all of the revenues
resulted from producing wells in Kansas.



Jumpstart Our Business Startups Act (“JOBS Act”),
adopted January 3, 2012

The Company qualifies as an “emerging growth company,”
as defined in Section 2(a) of the Securities Act of 1933 (the “Securities Act”), as modified by the Jumpstart Our Business
Startups Act of 2012 (the “JOBS Act”). As such, the Company is permitted to rely on exemptions from various reporting
requirements including, but not limited to, the requirement to comply with the auditor attestation requirements of Section 404(b)
of the Sarbanes-Oxley Act of 2002, and the requirement to submit certain executive compensation matters to shareholder advisory
votes such as “say on pay” and “say on frequency.”



In addition, Section 107 of the JOBS Act also provides that
an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities
Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of
certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take
advantage of the benefits of this extended transition period. The Company’s financial statements may therefore not be comparable
to those of companies that comply with such new or revised accounting standards.



The Company will remain an emerging growth company up to the
fifth anniversary of its first registered sale of common equity securities, or until the earliest of (a) the last day of the first
fiscal year in which its annual gross revenues exceed $1 billion, (b) the date that it becomes a “large accelerated filer”
as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would
occur if the market value of its common stock held by non-affiliates exceeds $700 million as of the last business day of its most
recently completed second fiscal quarter, or (c) the date on which it has issued more than $1 billion in non-convertible debt during
the preceding three-year period.



NOTE 4 ACQUISITION OF FREEDOM OIL &
GAS, INC.



On March 4, 2011, HPI entered into a Stock
Exchange Agreement with Freedom Oil & Gas, Inc., a Nevada corporation (“Freedom”), which called for the exchange
of stock in HPI for all of the outstanding stock of Freedom (the “Freedom Acquisition”) that HPI did not already own
(prior to the acquisition, the Company owned 100,000 shares of Freedom common shares) which resulted in HPI acquiring the remaining
99.83% of Freedom shares.  The Freedom Acquisition was approved by HPI’s Board of Directors and a majority of the
stockholders of Freedom as required by Nevada law, and the exchange took place effective March 31, 2011.  The Freedom Acquisition
provided the Company with additional oil exploitation opportunities through its ownership of complimentary properties in the Company’s
Utah core area. Pursuant to the Stock Exchange Agreement, the Company assumed all of Freedom’s assets and liabilities.



The Company acquired 100% of all outstanding
common stock of Freedom by the acquisition of 59,738,189 shares (99.83%) that the Company did not previously own in exchange for
59,738,189 shares of restricted common stock of the Company, plus 2,000,000 warrants for the purchase of the Company’s common
stock valued at $11,977 exercisable at $0.25 per share to expire January 31, 2013.



The total purchase price of $5,995,796
was determined based upon the fair market value of $0.10 per share of common stock plus the $11,977 value for the warrants effective
as of March 31, 2011. Goodwill has been recorded based on the amount by which the purchase price exceeded the fair value of the
net assets acquired. The final allocation of the purchase price is as follows:



8







RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Notes to Condensed Consolidated Financial
Statements (Unaudited)









|Assets Acquired:                                              |  |   |            |  
|------------------------------------------------------------- |  | - | ---------- | -
|Cash                                                          |  | $ | 1,485      |  
|Receivables                                                   |  |   | 164,171    |  
|Oil and gas properties                                        |  |   | 6,904,067  |  
|Other                                                         |  |   | 6,750      |  
|Goodwill                                                      |  |   | 75,481     |  
|Liabilities Assumed:                                          |  |   |            |  
|Current liabilities                                           |  |   | (1,156,158 | )
|Total                                                         |  | $ | 5,995,796  |  
|                                                              |  |   |            |  
|Value of 2,000,000 New Warrants Issued on March 31, 2011      |  | $ | 11,977     |  
|Value of 59,738,189 New Common Stock Issued on March 31, 2011 |  |   | 5,973,819  |  
|Value of 100,000 Common Stock Owned Prior to March 31, 2011   |  |   | 10,000     |  
|Total Consideration                                           |  | $ | 5,995,796  |  







Upon completion of the acquisition, Freedom became a wholly-owned
subsidiary of the Company. On June 20, 2011, Freedom was merged into the Company with the Company being the surviving entity.



NOTE 5     OIL
AND NATURAL GAS PROPERTIES



Acquisitions



Acquisitions for the six months ended
June 30, 2012



On January 1, 2012, the Company purchased
a 1.00% working interest in the Fountain Green Project located in Sanpete County, Utah from two unaffiliated investors for a value
totaling $141,857 in exchange for the issuance of 500,000 shares of common stock for a value of $125,000, or $0.25 per share plus
the cancelation of $16,857 of JIBs accounts receivable owed to the Company by the investors.



On January 1, 2012, the Company purchased
a 0.25% working interest in the Liberty #1 Well located in Juab County, Utah from an unaffiliated investor for a value totaling
$22,307 in exchange for the issuance of 48,528 shares of common stock for a value of $12,133, or $0.25 per share plus the cancelation
of $10,174 of JIBs accounts receivable owed to the Company by the investor.



On March 30, 2012, the Company acquired
leases for the Fountain Green Project located in Sanpete County, Utah from an unaffiliated investor, at that time, for a value
totaling $383,200 in exchange for the issuance of 1,532,800 shares of common stock for a value of $383,200, or $0.25 per share.
The Company capitalized $289,316 as a result of having a 75.50% working interest and the remaining balance of $93,884 was billed
to the other 24.50% Fountain Green Project working interest holders. On March 31, 2012, this unaffiliated investor, Joseph P. Tate,
became a Director of the Company.



On June 30, 2012, the Company acquired
an additional 10.00% working interest in the Perth Project located in Sumner County, Kansas, whereby the Company’s working
interest increased from 75.00% to 85.00%, from three unaffiliated investors in exchange for an agreement to provide the investors
with an aggregate 15.00% carried interest in a certain $800,000 work plan in the Perth Project that includes drilling one
new well, three well recompletions, and work on a salt water disposal well. The work plan is scheduled to be implemented in the
third quarter of 2012. As part of the consideration for this transaction, one of the 5% carried interest investors also agreed
to reduce his note payable by $80,000 and exchanged a 50% working interest in a salt water disposal well that was valued at $150,000.



9







RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Notes to Condensed Consolidated Financial
Statements (Unaudited)





Divestitures



Divestitures for the six months ended
June 30, 2012



On January 30, 2012, the Company sold a
1.00% working interest in the Moroni #1-AXZH Well and the 320 acres leasehold for cash of $77,561 to an unaffiliated investor.



On February 10, 2012, the Company sold
a 0.50% working interest in the Moroni #1-AXZH Well and the 320 acres leasehold for cash of $38,781 to a related party, Zions Energy
Corporation (see Note 7).



On February 21, 2012, the Company sold
a 0.25% working interest in the Moroni #1-AXZH Well and the 320 acres leasehold for cash of $19,390 to a related party, Zions Energy
Corporation (see Note 7).



On February 22, 2012, the Company sold
a 2.00% working interest in the Koelsch Field, including the requirement to participate in the Koelsch #25-1 Well, for cash of
$6,060 to a related party, Zions Energy Corporation (see Note 7).



On February 22, 2012 the Company sold a
1.50% working interest in the Koelsch Field, including the requirement to participate in the Koelsch #25-1 Well, for cash of $4,545
to a related party, MacKov Investments Limited (see Note 7).



On February 29, 2012, the Company sold
a 0.50% working interest in the Moroni #1-AXZH Well and the 320 acres leasehold for cash of $38,781 to a related party, MacKov
Investments Limited (see Note 7).



On March 12, 2012, the Company sold a 1.00%
working interest in the Koelsch Field, including the requirement to participate in the Koelsch #25-1 Well, for cash of $3,030 to
a related party Zions Energy Corporation (see Note 7).



On March 14, 2012, the Company sold a 0.25%
working interest in the Moroni #1-AXZH Well and the 320 acres leasehold for cash of $19,390 to a related party Zions Energy Corporation
(see Note 7).



On March 15, 2012, the Company sold a 1.00%
working interest in the Koelsch Field, including the requirement to participate in the Koelsch #25-1 Well, for cash of $3,030 to
an unaffiliated investor.



On May 15 2012, the Company sold a 3.00% carried interest in
the first well to be drilled in the shallow zone on the Fountain Green Project in exchange for $100,000 in cash and a return of
a 2.00% working interest in the Moroni #1-AXZH Well and the 320 acre leasehold. There were two parties to this transaction, one
was an unaffiliated investor, the other was a related party, Zions Energy Corporation (see Note 7). The Zions Energy Corporation
transaction was completed on the same terms as the unaffiliated investor transaction.



On May 16, 2012 and May 17, 2012, the
Company sold a 21% working interest in the Prescott Lease, including the requirement to participate in the Prescott #25-6 Well
located in the Koelsch Project and 2,298,000 warrants to purchase common stock at $0.25 per share for total cash of $619,500 to
unaffiliated investors.



On May 31, 2012, the Company determined that a lease in
the Fountain Green Project was not valid as there were issues regarding the title of the property, the lease term had
expired and, as a result, the lessor agreed to cancel the balance owing by the Company on this lease in the amount of $180,000.



10







RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Notes to Condensed Consolidated Financial
Statements (Unaudited)





On June 28, 2012, the Company entered
into an agreement (the “Skyline Oil Agreement”) with Skyline Oil, LLC (“Skyline Oil”), whereby the Company
gave Skyline Oil (i) all of its interest in the Chad Wood Lease located in Central Utah; (ii) a 44.5% working interest in the
Moroni #1-AXZH Well plus 320 surrounding acres; and (iii) a 15% working interest in 4,680 acres of the Independence Project, and
in exchange Skyline Oil gave the Company (i) $1.6 million in cash; (ii) 2,000,000 shares of the Company’s common stock valued
at $500,000 or $0.25 per share; and (iii) a 5% working interest in an additional 15,000 acres in a new Independence Project. The
$500,000 from the return of 2,000,000 shares of common stock was treated as a return of capital and the remaining Independence
Project unproved properties are now valued at $422,865. Following this transaction, the Company now owns a 5% working interest
in 19,680 acres in the new Independence Project and a 5% working interest in the Moroni #1-AXZH Well plus 320 surrounding acres.



NOTE 6     COMMON STOCK



Common Stock



In January 2012, the Company issued 468,750
shares of common stock to an unaffiliated investor for cash of $75,000 or $0.16 per share.  In addition, the Company
granted warrants to purchase up to 234,375 shares of common stock with an exercise price of $0.25 per share, which expire on January
11, 2013.



In January 2012, the Company issued 1,875,000
shares of common stock to an unaffiliated investor for cash of $300,000 or $0.16 per share.  In addition, the Company
granted warrants to purchase up to 937,500 shares of common stock with an exercise price of $0.25 per share, which expire on January
16, 2013.



In January 2012, the Company issued 100,000
shares of common stock to a consultant for services for $16,000 or $0.16 per share, which was the fair value of the stock
at the date of the transaction. The shares issued were fully vested and the value of services received was expensed on the date
of grant.



In January 2012, the Company issued 500,000
shares of common stock to two unaffiliated investors for a value of $125,000 or $0.25 per share, related to purchases totaling
a 1.00% working interest in the Fountain Green Project located in Sanpete County, Utah, which was the fair value of the stock at
the date of the transaction.



In January 2012, the Company issued 48,528
shares of common stock to an existing investor for a value of $12,133 or $0.25 per share, related to a purchase of a 0.25% working
interest in the Liberty #1 Well located in Juab County, Utah.



In February 2012, the Company issued 4,000
shares of common stock to an unaffiliated investor for cash of $1,000 or $0.25 per share.  In addition, the Company granted
warrants to purchase up to 2,000 shares of common stock with an exercise price of $0.40 per share, which expire on February 4,
2013.



In March 2012, the Company issued 1,800,000
shares of common stock to an unaffiliated investor for cash of $450,000 or $0.25 per share.  In addition, the Company
granted warrants to purchase up to 1,800,000 shares of common stock with an exercise price of $0.50 per share, which expire on
March 23, 2015. As part of this transaction, the Company agreed to compensate a consultant for services performed in the amount
of $27,000 including the issuance of 100,000 shares of common stock that were valued at $25,000 or $0.25 per share, plus the cancellation
of $2,000 of JIBs accounts receivable owed to the Company by the consultant. These consultant shares were fully vested on the
date of the grant.



In March 2012, the Company issued 800,000
shares of common stock to an existing investor for cash of $200,000 or $0.25 per share.  In addition, the Company granted
warrants to purchase up to 800,000 shares of common stock with an exercise price of $0.50 per share, which expire on March 28,
2015. Subsequent to this transaction, the investor, Joseph P. Tate, became a Director of the Company effective on March 31, 2012
(see Note 7).



In March 2012, the Company issued 472,000
shares of common stock to an existing investor for settlement of a $100,000 other payable plus $18,000 of accrued interest for
a total value of $118,000 or $0.25 per share, which was the fair value of the stock at the date of the transaction. The shares
issued were fully vested and the $18,000 accrued interest was expensed on the date of grant. Subsequent to this transaction, the
investor, Joseph P. Tate, became a Director of the Company effective on March 31, 2012 (see Note 7).



11







RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Notes to Condensed Consolidated Financial
Statements (Unaudited)





In March 2012, the Company issued 1,532,800
shares of common stock to an existing investor for Fountain Green Project lease acquisitions located in Sanpete County, Utah valued
at $383,200 or $0.25 per share, which was the fair value of the stock at the date of the transaction. Subsequent to this transaction,
the investor, Joseph P. Tate, became a Director of the Company effective on March 31, 2012 (see Note 7).



In March 2012, the Company issued 3,750,000
shares of common stock to four directors plus the Corporate Secretary of the Company as compensation for services valued at $937,500
or $0.25 per share, which was the fair value of the stock at the date of the transaction. The shares issued were fully vested and
the entire amount of this stock award was expensed on the date of grant.



In April 2012, the Company issued 500,000
shares of common stock to a consultant of the Company as compensation for services valued at $125,000 or $0.25 per share. The
shares were fully vested on the date of grant. The entire amount of this common stock issuance was expensed in April 2012. In
addition, as compensation for consulting services, the Company granted the consultant warrants to purchase up to 5,000,000 shares
of common stock at five different exercise prices: $0.25, $0.50, $0.75, $1.00 and $1.25 for each 1,000,000 warrants. The warrants
vest at the rate of 625,000 per quarter for two-years. The warrants will expire on March 31, 2015. These warrants were valued
under the Black-Scholes valuation model based on the factors present at the time the warrants were granted (see Note 10). These
warrants will be expensed over the two-year vesting period.



In April 2012, the Company issued 215,000
shares of common stock to two existing investors for cash of $53,750 or $0.25 per share. In addition, the Company granted
warrants to purchase up to 215,000 shares of common stock with an exercise price of $0.50 per share, which expire on April 4, 2015.



In April 2012, the Company issued 440,000
shares of common stock to an existing investor for cash of $110,000 or $0.25 per share. In addition, the Company granted warrants
to purchase up to 440,000 shares of common stock with an exercise price of $0.50 per share, which expire on April 17, 2015.



In April 2012, the Company issued 100,000
shares of common stock to an existing investor for cash of $25,000 or $0.25 per share. In addition, the Company granted warrants
to purchase up to 100,000 shares of common stock with an exercise price of $0.50 per share, which expire on April 19, 2015.



In April 2012, the Company issued 100,000
shares of common stock to an existing investor for cash of $25,000 or $0.25 per share. In addition, the Company granted warrants
to purchase up to 100,000 shares of common stock with an exercise price of $0.50 per share, which expire on April 21, 2015.



In April 2012, a note holder exercised
rights to convert a $25,000 convertible note payable at $0.22 per share, into 113,636 shares of the Company’s common stock.



In May 2012, the Company issued 100,000
shares of common stock to an unaffiliated investor for cash of $25,000 per $0.25 per share. In addition, the Company granted warrants
to purchase up to 100,000 shares of common stock with an exercise price of $0.50 per share, which expire on April 30, 2015.



In May 2012, the Company issued 10,000
shares of common stock to an unaffiliated investor for consulting services valued at $2,500 or $0.25 per share, which was the
fair value of the stock on the date of the transaction. The shares issued to the consultant were fully vested on the date of grant.
The entire amount of this issuance was expensed in May 2012.



In May 2012, the Company issued 400,000
shares of common stock to an unaffiliated investor for cash of $100,000 or $0.25 per share. In addition, the Company granted warrants
to purchase up to 400,000 shares of common stock with an exercise price of $0.50 per share, which expire on April 30, 2015.



In May 2012, the Company issued 100,000
shares of common stock to an unaffiliated investor for cash of $25,000 per $0.25 per share. In addition, the Company granted warrants
to purchase up to 100,000 shares of common stock with an exercise price of $0.50 per share, which expire on May 15, 2015.



12







RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Notes to Condensed Consolidated Financial
Statements (Unaudited)





In May 2012, a note holder exercised rights
to convert a $100,000 convertible note payable at $0.25 per share into 400,000 shares of the Company’s common stock. The
shares issued were fully vested on the date of the grant. In addition, the Company granted warrants to purchase up to 400,000
shares of common stock with an exercise price of $0.50 per share, which expire on May 22, 2015. The warrants issued were totally
vested at the time of the grant and remain outstanding.



In May 2012, Mr. Gowdy, former
officer and director of the Company, voluntarily agreed to return to the Company 250,000 shares of the Company’s
common stock valued at $62,500 or $0.25 per share, to offset a portion of the independent audit fees recently incurred by
the Company to complete the 2010 audit of Freedom which was required by Rule 8-04 of Regulation S-X of the Exchange Act.
The shares were returned to the Company as treasury shares and subsequently cancelled.



In May 2012, the Company issued 40,000
shares of common stock to two consultants of the Company for services valued at $10,000 or $0.25 per share. These shares were fully
vested on the date of grant. The entire amount of this issuance was expensed in May 2012.



In May 2012, the Company issued 100,000
shares of common stock to an employee of the Company as compensation for services, valued at $25,000 or $0.25 per share. The shares
were fully vested on the date of the grant. The entire amount of this issuance was expensed in May 2012.



In June 2012, the Company issued 400,000
shares of common stock to an unaffiliated investor for cash of $100,000 or $0.25 per share. In addition, the Company granted warrants
to purchase up to 400,000 shares of common stock with an exercise price of $0.50 per share, which expire on June 14, 2015.



In June 2012, the Company issued 620,000
shares of common stock to an unaffiliated investor for cash of $155,000 or $0.25 per share. In addition, the Company granted warrants
to purchase up to 620,000 shares of common stock with an exercise price of $0.50 per share, which expire on June 5, 2015.



In June 2012, the Company issued 380,000
shares of common stock to an unaffiliated investor for cash of $95,000 or $0.25 per share. In addition, the Company granted warrants
to purchase up to 380,000 shares of common stock with an exercise price of $0.50 per share, which expire on June 5, 2015.



In June 2012, the Company issued 500,000
shares of common stock to a consultant of the Company as compensation for services valued at $125,000 or $0.25 per share. The
shares were fully vested on the date of grant. The entire amount of this common stock issuance was expensed in June 2012. In addition,
as compensation for consulting services, the Company granted the consultant warrants to purchase up to 1,500,000 shares of common
stock at three different exercise prices: $0.50, $0.75 and $1.00 for each 500,000 warrants. The warrants vest at the rate of 187,500
per quarter for two years. The warrants will expire on June 14, 2015. These warrants were valued under the Black-Scholes valuation
model based on the factors present at the time the warrants were granted (see Note 10). These warrants will be expensed over the
two-year vesting period.



In June 2012, the Company issued 71,929
shares of common stock to MacKov, a related party, related to the exercise of warrants in settlement of interest outstanding on
a note payable. The exercise price was $11,509 or $0.16 per share (see Note 7).



In June 2012, the Company entered
into an agreement (the “Skyline Oil Agreement”) with Skyline Oil, LLC (“Skyline Oil”), whereby the Company gave
Skyline Oil (i) all of its interest in the Chad Wood Lease located in Central Utah; (ii) a 44.5% working interest in the
Moroni #1-AXZH Well plus 320 surrounding acres; and (iii) a 15% working interest in 4,680 acres of the Independence Project,
and in exchange Skyline Oil gave the Company (i) $1.6 million in cash; (ii) 2,000,000 shares of the Company’s common
stock valued at $500,000 or $0.25 per share; and (iii) a 5% working interest in an additional 15,000 acres in a new
Independence Project. The 2,000,000 shares were returned to the Company as treasury shares and were subsequently
cancelled.



In June 2012, a note holder exercised its
rights to convert a $250,000 convertible note payable at $0.25 per share into 1,000,000 shares of the Company’s common
stock.



13







RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Notes to Condensed Consolidated Financial
Statements (Unaudited)





In June 2012, the Company issued 12,000
shares of common stock to a consultant of the Company for services valued at $3,000 or $0.25 per share. These shares were fully
vested on the date of grant. The entire amount of this issuance was expensed in June 2012.



NOTE 7     RELATED
PARTY TRANSACTIONS



| | A. | Douglas C. Hewitt, Sr., an Officer and Chairman of the Board of the Company
| | -- | ---------------------------------------------------------------------------



Douglas C. Hewitt, Sr., an officer and
Director of the Company, is a beneficiary in the Mountain Home Petroleum Business Trust, a Utah Business Trust (“MHPBT”),
and Zions Energy Corporation (“Zions”) is a wholly owned subsidiary of MHPBT. In addition, The D. Mack Trust (“D
Mack Trust”), is a trust in which Mr. Hewitt receives beneficial interest and is entitled to receive overriding royalty
interest (“ORRI”) up to 1.00% in all newly acquired leases by the Company. MHPBT, Zions and D Mack Trust have had
related party transactions with the Company.



As of June 30, 2012, MHPBT has
working interests in oil and gas properties that the Company controls which include, a 2.00% before payout
interest (“BPO”) and a 22.00% after payout interest (“APO”) in the Liberty #1 Well and Liberty Project and a
50.00% working interest in the shallow zones of the Fountain Green Project as previously defined. All of the working interest
owned by MHPBT in the Company’s Liberty #1 Well, Liberty Project and Fountain Green Project properties were acquired by
MHPBT from third parties prior to the formation of the Company.



As of June 30, 2012, Zions has
working interests in oil and gas properties that the Company controls which include, a 1.50% carried interest in the first
well to be drilled in the shallow zone on the Fountain Green Project and a 3.00% working interest in the Koelsch Field. All
of the carried and working interests owned by Zions were acquired from the Company in 2012 on the same terms as other
independent third party transactions as disclosed below in Note 7 (A) (ii) and 7 (A) (iii). For the six months ended June 30,
2012, Zions has received $2,642 in revenues from oil sales from the Koelsch Field. As of June 30, 2012 the Liberty Project
and Fountain Green Project remain undeveloped and no royalty revenues have been generated from these properties.



As of June 30, 2012, the D. Mack Trust
receives ORRIs ranging from 0.25% to 1.50% on certain Kansas leases and MHPBT owns 6.00% ORRIs in Liberty #1 Well and Liberty Project.
For the six months ended June 30, 2012, the D. Mack Trust has received $9,856 in royalties relating to ORRIs from the Kansas leases.



The following related party
transactions occurred with Zions during the six months ended June 30, 2012:



| | i. | In February and March 2012, the Company sold a 1.00% working interest in the Moroni #1-AXZH
                                                               Well and the 320 acres leasehold for cash of $77,561 to Zions. This purchase was made on the same terms as other third party
                                                               transactions that were completed in December 2011 and January 2012.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ii. | In February and March 2012, the Company sold a 3.00% working interest in the Koelsch Field, including
the requirement to participate in the Koelsch #25-1 Well, for cash of $9,090 to Zions. This purchase was made on the same terms
as other third party transactions that were completed in December 2011 and March 2012.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | iii. | In May 2012, the Company received $50,000 in cash plus it acquired a 1.00% working interest
                                                                 in the Moroni #1-AXZH Well and the 320 acres leasehold by exchanging a 1.50% carried interest in the first well to be drilled
                                                                 in the shallow zone on the Fountain Green Project. This exchange was made on the same terms as another third party
                                                                 transaction that was completed in May 2012.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As of June 30, 2012, the Company has $5,264 due to the
Company’s director, Douglas C. Hewitt, Sr. and as of December 31, 2011, the Company had $27,934 due to Mr. Hewitt.
These amounts are non-interest bearing and have no set terms of repayment.



14







RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Notes to Condensed Consolidated Financial
Statements (Unaudited)





| | B. | J. David Gowdy, a Former Officer and Director of the Company and Greater than 5% Shareholder
| | -- | --------------------------------------------------------------------------------------------



J. David Gowdy, an officer and director
of the Company from March 31, 2011 to December 12, 2011 and a beneficial owner of more than 5% of the outstanding shares of our
common stock, is also a beneficiary in MHPBT and Zions described above. Prior to March 31, 2011, Mr. Gowdy was an officer and director
of Freedom, which was acquired by the Company on March 31, 2011 (see Note 4). Mr. Gowdy is a trustee of MHPBT and the President
of Zions. MHPBT and Zions’ related party transactions during the six months ended June 30, 2012 are described above. In addition,
Mr. Gowdy had the following related party transactions with the Company.



| | i. | As per his December 12, 2011 letter agreement, Mr. Gowdy received $50,000 as compensation for transitional
related consulting services from January 1, 2012 to April 30, 2012. Mr. Gowdy’s formal service contract with the Company
ended April 30, 2012. The Company may continue to use Mr. Gowdy for consulting services as needed in the future which consulting
services will be billed at an hourly rate.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ii. | In May 2012, Mr. Gowdy voluntarily agreed to return to the Company, 250,000 shares of the Company’s
common stock valued at $62,500 or $0.25 per share, to offset a portion of the independent audit fees recently incurred to complete
the 2010 audit of Freedom which was required by Rule 8-04 of Regulation S-X of the Exchange Act. The shares were
returned to the Company as treasury shares and subsequently cancelled.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | C. | Glenn G. MacNeil, an Officer and Director of the Company
| | -- | --------------------------------------------------------



MacKov Investments Limited
(“MacKov”), a company which is a Canadian controlled private corporation in which Glenn G. MacNeil, an officer
and Director of the Company, and his spouse have 100% of the ownership interests has had related party transactions with the
Company. As of June 30, 2012, MacKov has working interests in oil and gas properties that the Company controls which include
the following: (i) MacKov owns a 0.50% working interest in the deep zones and a 0.25% working interest in the shallow zones
of the Fountain Green Project which was purchased from the Company prior to Mr. MacNeil becoming the CFO and a Director of
the Company on the same terms as other independent third party transactions; (ii) MacKov owns a 3.25% BPO and a 2.75% APO
working interest in the Liberty #1 Well and Liberty Project of which a 2.25% BPO and a 1.75% APO were purchased from
third parties in 2009 through 2011 prior to Mr. MacNeil becoming CFO and a Director; a 0.50% BPO and a 0.50% APO were
purchased from the Company prior to Mr. MacNeil becoming the CFO and a Director on the same terms as other independent
third party transactions in 2010; and a 0.50% BPO and a 0.50% APO were purchased from the Company in December 2011 on the
same terms as other independent third party transactions as previously disclosed in 2011. In addition, MacKov owns a 1.00%
ORRI in the Liberty #1 Well and Liberty Project which was purchased from a third party in 2010 and 2011; (iii) MacKov owns a
5.00% working interest in the Koelsch Field of which a 3.5% working interest was purchased from the Company in December 2011
on the same terms as other independent third party transactions as previously disclosed and a 1.5% working interest was
purchased from the Company in February 2012 on the same terms as other independent third party transactions as disclosed in
Note 7(C)(i) below; and (iv) MacKov owns ORRI ranging from 0.25% to 2.25% on certain Kansas leases which were purchased from
the Company in March 2011 prior to Mr. MacNeil becoming the CFO and a Director. For the six months ended June 30, 2012,
MacKov has received $5,116 in royalties relating to ORRI and oil sales from working interest from the Kansas leases
including the Koelsch Field. As of June 30, 2012 the Liberty Project and Fountain Green Project remain undeveloped and no
revenues have been generated from these properties. The following related party transactions occurred with MacKov during the
six months ended June 30, 2012:



| | i. | In February 2012, the Company sold a 1.50% working interest in the Koelsch Field, including the
requirement to participate in the Koelsch #25-1 Well, for cash of $4,545 to MacKov. This purchase was made on the same terms as
other Company independent third party transactions that were completed in December 2011.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



15







RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Notes to Condensed Consolidated Financial
Statements (Unaudited)





| | ii. | In February 2012, the Company sold a 0.50% working interest in the Moroni #1-AXZH Well and
                                                                the 320 acres leasehold for cash of $38,781 to MacKov. This purchase was made on the same terms as other Company independent
                                                                third party transactions that were completed in December 2011 and January 2012.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | iii. | From January 1, 2012 to June 30, 2012, MacKov’s billings for fees for services to the Company
totaled $69,000, which have been paid.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------





| | iv. | On June 30, 2012, MacKov settled the $254,909 note payable with the Company (plus accrued
                                                                interest for $287,712) for consideration consisting of cash and the exercise of 71,929 warrants at $11,509 or $0.16 per
                                                                share.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                         
| | v.  | On June 30, 2012, in connection with the Company’s sale of its interest in the Moroni
                          #1-AXZH Well and the surrounding 320 acres to Skyline Oil, MacKov sold its 0.50%  working interest in the Moroni #1-AXZH Well
                          and the surrounding 320 acres to Skyline Oil for the sum of $54,231.            





The Company has a due to related party
payable to MacKov in the amounts of $0 and $245,740 at June 30, 2012 and December 31, 2011, respectively. The December 31,
2011 balance of $245,740 consisted of $43,307 outstanding fees and unreimbursed travel allowances and a $254,909 note payable,
net of debt discount of $52,476.



| | D. | Joseph P. Tate, a Director of the Company
| | -- | -----------------------------------------





Joseph P. Tate became a Director of the
Company effective March 31, 2012. As of June 30, 2012, Mr. Tate is a beneficial landowner of two oil and gas leases totaling 1,816
acres within the Fountain Green Project which the Company controls and negotiated lease terms with Mr. Tate prior to him becoming
a Director. Mr. Tate received $383,200 as compensation for these five year leases through the issuance of 1,532,800 shares of common
stock of the Company valued at $0.25 per share. In addition to this compensation, Mr. Tate is entitled to the 12.50% landowner
royalty-interest revenues related to hydrocarbons produced by the Company on these oil and gas leases. During the six months ended
June 30, 2012, no landowner royalty interest revenues were earned by Mr. Tate from these undeveloped new Fountain Green Project
leases. Also prior to Mr. Tate becoming a Director, he negotiated a settlement of $100,000 debt owed to him by the Company to include
$18,000 of interest for the period of the debt outstanding which was settled through the issuance of 472,000 shares of common stock
valued at $0.25 per share.





All related party transactions have
been reviewed and approved by a majority vote of our Board of Directors and were completed on the same terms and conditions
as  other independent third party transactions. With respect to transactions in which the related party is also a member of
our Board of Directors, such Directors abstained from voting to approve the transactions.



16











RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Notes to Condensed Consolidated Financial
Statements (Unaudited)



NOTE 8     NOTES
PAYABLE



Notes Payable consists of the following
notes:

|                                                                                                                                                                  |  | June 30, |           |   | December 31, |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- | --------- | - | ------------ | -
|                                                                                                                                                                  |  | 2012     |           |   | 2011         |  
|Note Payable, interest at 12% per annum, due June 2012, secured by 5% working interest in certain Fountain Green Project Leases.                                  |  | $        | -         |   |              | $
|                                                                                                                                                                  |  |          |           |   |              |  
|Note Payable, interest at 10% per annum, monthly payments of $7,500, due October 2013, secured by a 5% working interest in certain Fountain Green Project Leases. |  |          | 750,000   |   |              |  
|                                                                                                                                                                  |  |          |           |   |              |  
|Note Payable, interest at 18% per annum, due on demand, secured by Mai, Johnson and Gorham, Kansas Leases.                                                        |  |          | -         |   |              |  
|                                                                                                                                                                  |  |          |           |   |              |  
|Note Payable, interest at 10% per annum, monthly payments of $3,200, due June 2014, unsecured.                                                                    |  |          | 367,500   |   |              |  
|                                                                                                                                                                  |  |          |           |   |              |  
|Note Payable, to Land Rover Capital Group, interest at 7.5% per annum, monthly payments of $1,949, due January 2014, secured by vehicle.                          |  |          | 33,469    |   |              |  
|                                                                                                                                                                  |  |          |           |   |              |  
|Note Payable, interest at 10% per annum, due June 2012, unsecured.                                                                                                |  |          | -         |   |              |  
|                                                                                                                                                                  |  |          |           |   |              |  
|Note Payable, interest at 10% per annum, monthly payments of $15,000, due June 2014, secured by 10% working interest in certain Fountain Green Project Leases.    |  |          | 768,863   |   |              |  
|                                                                                                                                                                  |  |          |           |   |              |  
|Note Payable, for $152,514 with interest at 2.0% monthly, due April 2012, unsecured - net of discount.                                                            |  |          | -         |   |              |  
|                                                                                                                                                                  |  |          |           |   |              |  
|Note Payable, interest at 10% per annum, monthly payments of $5,000, due June 2014, unsecured                                                                     |  |          | 120,076   |   |              |  
|                                                                                                                                                                  |  |          |           |   |              |  
|Note Payable, interest at 0% per annum, monthly payments of $1,500, due May 2013, unsecured                                                                       |  |          | 15,976    |   |              |  
|                                                                                                                                                                  |  |          |           |   |              |  
|Note Payable, interest at 8% per annum, monthly payments of $10,000, due December 2013, unsecured                                                                 |  |          | 169,958   |   |              |  
|                                                                                                                                                                  |  |          |           |   |              |  
|Total Notes Payable                                                                                                                                               |  |          | 2,225,842 |   |              |  
|Less: Current Portion (includes demand notes)                                                                                                                     |  |          | (323,591  | ) |              |  
|Long-Term Portion                                                                                                                                                 |  | $        | 1,902,251 |   |              | $



17











RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Notes to Condensed Consolidated Financial
Statements (Unaudited)







NOTE 9     CONVERTIBLE NOTES PAYABLE



Convertible Notes Payable consists of the following:



|                                                                                                                                                                                                                                                        |  | June 30, |           |  | December 31, |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- | --------- |  | ------------ | -
|                                                                                                                                                                                                                                                        |  | 2012     |           |  | 2011         |  
|Note Payable interest at 8% per annum, due June 2012, convertible into common shares of the Company, at a conversion rate of $0.25 per common share, unsecured                                                                                          |  | $        | -         |  |              | $
|                                                                                                                                                                                                                                                        |  |          |           |  |              |  
|Note Payable interest at 12% per annum, due on demand, convertible into common shares of the Company at a conversion rate of $0.25 per common share, unsecured.                                                                                         |  |          | 52,560    |  |              |  
|                                                                                                                                                                                                                                                        |  |          |           |  |              |  
|Note Payable interest at 10% per annum, due on demand, convertible into common shares of the Company at a conversion rate of $0.25 per common share, secured by certain Kansas Leases and 10% working interest in certain Fountain Green Project Leases |  |          | 1,300,000 |  |              |  
|                                                                                                                                                                                                                                                        |  |          |           |  |              |  
|Note Payable interest at 10% per annum, due June 2012, convertible into common shares of the Company at a conversion rate of $0.25 per common share, unsecured.                                                                                         |  |          | -         |  |              |  
|                                                                                                                                                                                                                                                        |  |          |           |  |              |  
|Note Payable interest at 5% per annum, due on demand, convertible into common shares of the Company at a conversion rate of CAD $0.16 (which was USD $0.167 at the time of loan) per common share, unsecured.                                           |  |          | -         |  |              |  
|                                                                                                                                                                                                                                                        |  |          |           |  |              |  
|Note Payable interest at 5% per annum, due on demand, convertible into common shares of the Company at a conversion rate of CAD $0.16 (which was USD $0.167 at the time of loan) per common share, unsecured.                                           |  |          | 100,000   |  |              |  
|                                                                                                                                                                                                                                                        |  |          |           |  |              |  
|Note Payable interest at 0% per annum, due on demand, convertible into common shares of the Company at a conversion rate of $0.22 per common share, unsecured.                                                                                          |  |          | -         |  |              |  
|                                                                                                                                                                                                                                                        |  |          |           |  |              |  
|Total Convertible Notes Payable                                                                                                                                                                                                                         |  |          | 1,452,560 |  |              |  
|Less: Current Portion (includes demand notes)                                                                                                                                                                                                           |  |          | 1,452,560 |  |              |  
|Long-Term Portion                                                                                                                                                                                                                                       |  | $        | -         |  |              | $



NOTE 10     WARRANTS
TO PURCHASE COMMON STOCK



The Company accounts for
stock-based compensation under the provisions of FASB ASC 718. This standard requires the Company to record an expense
associated with the fair value of stock-based compensation.  The Company uses the Black-Scholes option valuation
model to calculate the fair value of stock-based compensation at the date of grant.  Warrant pricing models require
the input of highly subjective assumptions, including the expected price volatility.  For warrants granted in 2012,
the Company used a variety of comparable and peer companies to determine the expected volatility.  The Company believes
the use of peer company data fairly represents the expected volatility it would experience if the Company was publicly traded
in the oil and gas industry over the contractual term of the warrants. Changes in these assumptions can materially affect
the fair value estimate.  The total fair value of the warrants issued for services is recognized as an expense over
the vesting period. The total fair value of the warrants issued to debt holders is recognized as an expense over the term of
debt.  There were warrants to purchase 28,991,821 shares of common stock exercisable as of June 30, 2012 at $0.16 to
$1.25 per share that expire at various times between October 20, 2012 and June 14, 2015.



18











RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Notes to Condensed Consolidated Financial
Statements (Unaudited)







Warrants to Purchase Common Stock Granted
in 2012



During the six months ended June 30, 2012,
the Company granted warrants to purchase 16,366,875 shares of common stock.





Warrants totaling
9,338,000 shares of common stock were granted in conjunction with the issuance of notes payable, certain consulting agreements
and oil and gas property sold by the Company. Thefair values of these warrants were calculated using the Black-Scholes
valuation model based on factors present at the time the warrants were granted. Of these, 2,838,000 warrants
were fully vested at the time of grant and 6,500,000 warrants will vest over time through June 2014. All of these warrants remained
outstanding as of June 30, 2012.  The Company has determined the fair value of the warrants granted to be $701,757 of which
$348,290 was expensed on the date of grant and $353,460 will be expensed in future periods.



The following assumptions were used in
calculating the fair value of the warrants granted using the Black-Scholes model:







|Fair market value   |  | $ | 0.246      |  
|------------------- |  | - | ---------- | -
|Exercise price      |  | $ | 0.594      |  
|                    |  |   |            |  
|Risk free rates     |  |   | 0.34       | %
|Dividend yield      |  |   | 0.00       | %
|Expected volatility |  |   | 73.08      | %
|Contractual term    |  |   | 2.91 Years |  



The weighted-average fair
market value at the date of grant for warrants granted are as follows:



|Fair value per warrant               |  | $ | 0.0752    | 
|------------------------------------ |  | - | --------- | 
|Total warrants granted               |  |   | 9,338,000 | 
|Total fair value of warrants granted |  | $ | 701,757   | 



In addition to the above,
warrants totaling 7,028,875 shares of common stock were granted in conjunction with private placements of common stock for
cash proceeds (see Note 6) and in exchange for the conversion of a $100,000 convertible note payable, of
which 1,171,875 have an exercise price of $0.25 that expires one year from the date of grant; 2,000 have an exercisable price
of $0.40 that expires one year from the date of grant; and 5,855,000 have an exercisable price of $0.50 that expires three
years from the date of grant.



The total outstanding warrants for the
six months ended June 30, 2012 is as follows:



|                                             |  |          |            |   |                |   |       | Weighted-     | 
|-------------------------------------------- |  | -------- | ---------- | - | -------------- | - | ----- | ------------- | 
|                                             |  |          |            |   |                |   |       | Average       | 
|                                             |  |          |            |   | Weighted-      |   |       | Remainder     | 
|                                             |  |          |            |   | Average        |   |       | Contractual   | 
|                                             |  | Warrants |            |   | Exercise Price |   |       | Term in Years | 
|                                             |  |          |            |   |                |   |       |               | 
|Warrants outstanding as of December 31, 2011 |  |          | 12,696,875 |   |                | $ | 0.22  |               | 
|Granted                                      |  |          | 16,366,875 |   |                |   | 0.54  |               | 
|Exercised                                    |  |          | (71,929    | ) |                |   | (0.16 | )             | 
|Forfeited/Expired                            |  |          | -          |   |                |   | -     |               | 
|Warrants outstanding as of June 30, 2012     |  |          | 28,991,821 |   |                | $ | 0.40  |               | 



19











RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Notes to Condensed Consolidated Financial
Statements (Unaudited)







NOTE 11      ASSET
RETIREMENT OBLIGATIONS



FASB ASC 410 requires that an asset retirement
obligation (“ARO”) associated with the retirement of a tangible long-lived asset be recognized as a liability in the
period in which it is incurred and becomes determinable. Under this method, when liabilities for dismantlement and abandonment
costs, excluding salvage values, are initially recorded, the carrying amount of the related oil and gas properties is increased.
The fair value of the ARO asset and liability is measured using expected future cash outflows discounted at the Company’s
credit-adjusted risk-free interest rate. Accretion of the liability is recognized each period using the interest method of allocation,
and the capitalized cost is depleted using the units of production method. Should either the estimated life or the estimated abandonment
costs of a property change materially upon the Company’s periodic review, a new calculation is performed using the same methodology
of taking the abandonment cost and inflating it forward to its abandonment date and then discounting it back to the present using
the Company’s credit-adjusted-risk-free rate. The carrying value of the asset retirement obligation is adjusted to the newly
calculated value, with a corresponding offsetting adjustment to the asset retirement cost.



The following table summarizes the Company’s
asset retirement obligation transactions recorded in accordance with the provisions of FASB ASC 410 during the six months ended
June 30, 2012 and the year ended December 31, 2011:



|                                                          |  | June 30, |         |   | December 31, |  
|--------------------------------------------------------- |  | -------- | ------- | - | ------------ | -
|                                                          |  | 2012     |         |   | 2011         |  
|Beginning asset retirement obligation                     |  | $        | 350,243 |   |              | $
|Liabilities incurred for new wells placed into production |  |          | 10,187  |   |              |  
|Liabilities decreased for wells sold or plugged           |  |          | (14,409 | ) |              |  
|Accretion of discount on asset retirement obligations     |  |          | 1,970   |   |              |  
|Ending asset retirement obligations                       |  | $        | 347,991 |   |              | $



NOTE 12    CAPITAL
LEASE OBLIGATION



The Company leases well equipment under a capital lease agreement.  The term of the capital lease is for 5 years, bears interest at
9.0%, with monthly payments of $3,200 per month with the final payment due on May 20, 2013.  As of June 30, 2012 and
December 31, 2011, the remaining capital lease obligation was $33,885 and $51,227, respectively.



As of June 30, 2012 and December 31, 2011,
well equipment acquired under capital leases totaled $154,155 and accumulated depreciation was $95,429 and $84,418, respectively.



NOTE 13     OPERATING
LEASES



The Company leases office space in Salt Lake City, Utah (“Premises Lease”) which consists
of approximately 3,903 square feet.  The Company has a prepaid security deposit of $8,954.  The Company entered
into a one-year lease agreement effective as of September 1, 2011. The current lease contains an option to renew annually for two
additional years. As of June 30, 2012 the Company renewed the Premises Lease for an additional year effective September 1, 2012
with an annualized lease obligation of $110,167. For the six months ended June 30, 2012 and 2011, the Premises Lease payments were
$53,735 and $24,729, respectively. Beginning September 1, 2011, the Company’s annualized lease obligation was $107,470, or
$8,956 per month. The option to renew for the period September 1, 2013 to August 31, 2014 is an annualized obligation of $112,902.



The Company leases a printer, copier and
fax machine. The term of the lease is for 37 months commencing March 23, 2010.  The monthly lease payment is $255. For
the six months ended June 30, 2012 and 2011, the lease payments were $1,530 for both periods.



20











RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Notes to Condensed Consolidated Financial
Statements (Unaudited)







NOTE 14 LEGAL PROCEEDINGS



TX Holdings, Inc. v. Hewitt Energy Group
LLC



On January 10, 2012, TX Holdings,
Inc. (“TX Holdings”) filed an amended complaint against HEGLLC, a predecessor of the Company, Douglas C. Hewitt,
Sr., Dexter & Dexter Attorneys at Law, P.C. and Michael Cederstrom in the United States District Court for the District of
Utah (the “Utah Action”). The complaint arises out of a claimed agreement between HEGLLC and TX Holdings (the
“Perth Sale Agreement”) pursuant to which HEGLLC agreed to sell to TX Holdings an interest in the Perth Project
located in Kansas (the “Perth Interest”). TX Holdings’ complaint alleges certain causes of action,
including, among others, unjust enrichment, breach of contract and breach of fiduciary duty. The complaint alleges that
HEGLLC breached the Perth Sale Agreement by failing to deliver the Perth Interest to TX Holdings. TX Holdings seeks the Perth
Interest and an unspecified amount of damages from the named parties. The Company does not believe it is obligated to deliver
the Perth Interest to TX Holdings because it is the Company’s belief that TX Holdings breached the Perth Sale Agreement
by, among other things, failing to pay the purchase price. A similar complaint was filed by TX Holdings in February 2010 in
Florida State Court in the District of Miami, Dade County (the “Florida Action”). On July 5, 2011, the Florida
court dismissed the claims against HEGLLC and Douglas C. Hewitt, Sr. in the Florida Action for lack of personal jurisdiction.
TX Holdings appealed the decision dismissing the claims against HEGLLC and Douglas C. Hewitt, Sr. However, on April 24, 2012 TX
Holdings filed a voluntary dismissal of that appeal. As a result of that voluntary dismissal, the only action by TX Holdings against HEGLLC and Douglas C.
Hewitt, Sr. is the Utah Action. TX Holdings has now agreed to dismiss the Utah Action, with prejudice,
and the parties are preparing appropriate documentation to submit to the court to effectuate the dismissal of that case.



Nostra Terra Oil  & Gas Company v. Richfield Oil
& Gas Company



On February 1, 2012, Nostra Terra
Oil & Gas Company (“NTOG”) filed an action against the Company, HPI, HEGINC, and HEGLLC in the
Twenty-Third Judicial District Court of Russell County, Kansas. The complaint alleges that the Company defaulted on its
repayment obligations under a note and security agreement, dated April 13, 2011, in the principal amount of $1.3 million and
accrued interest at 10% per annum. The complaint seeks foreclosure on two of the Company’s property leases located in
Kansas. The note was due on January 31, 2012. On January 31, 2012, the Company requested the loan payoff and documents
relating to the release of collateral from NTOG’s representatives. The Company followed up on this request with a
written request on February 1, 2012. On or about March 19, 2012, the Company filed an answer to the Complaint and a
Cross-Complaint against NTOG for tortious interference with business. The trial in this matter has been continued from July
2012 until September 2012. The Company intends to vigorously defend against this foreclosure action and repay any amount that
is ultimately determined to be outstanding.



The obligations due and owing under this
note and security agreement are fully accounted for in the Company’s financial statements.



Threatened Claim by Former Officer and
Director of Freedom





A former officer and director of
Freedom (the “Freedom Officer and Director”) previously alleged certain claims against the Company in the amount
of approximately $321,000. The Company settled this matter on April 6, 2012 by paying the Freedom Officer and Director the
sum of $13,135 (the “Settlement Amount”) in exchange for a release of all claims by the Freedom Officer and
Director. Of the Settlement Amount, $12,500 was previously accrued in 2011. The remaining $635 was expensed in the six months
ended June 30, 2012.





Litigation in the Ordinary Course



We may become involved in litigation from
time to time relating to claims arising in the ordinary course of our business. We do not believe that the ultimate resolution
of such claims would have a material effect on our business, results of operations, financial condition or cash flows. However,
the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters
could have a material effect on our business, results of operations, financial condition and cash flows.



21











RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Notes to Condensed Consolidated Financial
Statements (Unaudited)







NOTE 15     SUBSEQUENT
EVENTS



In July 2012, the Company issued 100,000
shares of common stock to an existing investor for cash of $25,000 or $0.25 per share. In addition, the Company granted warrants
to purchase up to 100,000 shares of common stock with an exercise price of $0.50 per share, which expire on July 15, 2015.











22











ITEM 2.      MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS



The following discussion
is intended to assist in understanding our results of operations and our financial condition. Our consolidated financial statements
and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q contains additional information that should
be referred to when reviewing this material. Certain statements in this discussion may be forward-looking. These forward-looking
statements involve risks and uncertainties, which could cause actual results to differ from those expressed in this report.



Forward-Looking Statements



This report may contain
forward-looking statements. These statements include, but are not limited to, any statement that may predict, forecast, indicate
or imply future results, performance, achievements or events. These forward-looking statements address matters that involve risks
and uncertainties.  Accordingly, there are or will be important factors that could cause our actual results to differ materially
from those indicated in these statements.  We believe that these factors include but are not limited to the following:



| | · | questions on the part of our auditors regarding our ability to continue as a going concern;
| | - | -------------------------------------------------------------------------------------------

| | · | our limited operating history and negative operating cash flows;
| | - | ----------------------------------------------------------------

| | · | our substantial capital requirements that, if not met, may hinder our growth and operations;
| | - | --------------------------------------------------------------------------------------------

| | · | loss of our directors or key management and technical personnel or our ability to attract and retain experienced technical personnel;
| | - | -------------------------------------------------------------------------------------------------------------------------------------



| | · | our ability to acquire or develop additional reserves;
| | - | ------------------------------------------------------

| | · | our dependence on drilling partners for successful development and exploitation of certain oil properties in which we hold
an interest;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------

| | · | lack of insurance against all of the operating hazards to which our business is exposed;
| | - | ----------------------------------------------------------------------------------------

| | · | title claims to which our properties may be subject;
| | - | ----------------------------------------------------

| | · | our exposure to third party credit risk and defaults by third parties;
| | - | ----------------------------------------------------------------------

| | · | our issuance of additional indebtedness in the future;
| | - | ------------------------------------------------------

| | · | our ability to realize anticipated benefits of acquisitions and dispositions;
| | - | -----------------------------------------------------------------------------

| | · | our ability to adequately manage growth;
| | - | ----------------------------------------

| | · | unforeseen economic events and the state of the global economy;
| | - | ---------------------------------------------------------------

| | · | concentration of our producing properties in two major geographic areas;                                  
| | - | ----------------------------------------------------------------------------------------------------------
| | · | our election, as an emerging growth company, to delay the adoption of new or revised accounting standards;

| | · | uncertainties involved in drilling for and producing oil and gas;
| | - | -----------------------------------------------------------------

| | · | market conditions or operational impediments that may hinder our access to oil and gas markets or delay production;
| | - | -------------------------------------------------------------------------------------------------------------------

| | · | the effect of the market price of oil and gas on our profitability and cash flow;
| | - | ---------------------------------------------------------------------------------

| | · | shortages of rigs, equipment, supplies and personnel and any resulting delays in our production;
| | - | ------------------------------------------------------------------------------------------------

| | · | uncertainty relating to estimates of our possible reserves and proven reserves;
| | - | -------------------------------------------------------------------------------

| | · | complex laws and regulations, including environmental regulations, that can materially increase the cost, manner and feasibility
of doing business;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------

| | · | intense competition in the oil and gas industry;
| | - | ------------------------------------------------

| | · | delays in business operations that could reduce cash flows and subject us to credit risk;
| | - | -----------------------------------------------------------------------------------------

| | · | recently proposed legislation relating to changes in income taxation of independent producers;
| | - | ----------------------------------------------------------------------------------------------

| | · | seasonal weather conditions and other factors affecting our drilling operations;
| | - | --------------------------------------------------------------------------------

| | · | proposals to increase U.S. federal income taxation of independent producers;
| | - | ----------------------------------------------------------------------------



23







| | · | proposed legislation related to climate changes and global warming;
| | - | -------------------------------------------------------------------

| | · | loss of leases or increases in lease renewal costs due to failure to drill acreage prior to lease expiration; and
| | - | -----------------------------------------------------------------------------------------------------------------

| | · | alternatives to and changing demand for petroleum products.
| | - | -----------------------------------------------------------



You can often identify
these and other forward-looking statements by the use of words such as “may,” “will,” “could,”
“would,” “should,” “expects,” “plans,” “anticipates,” “estimates,”
“intends,” “potential,” “projected,” “continue,” or the negative of such terms,
or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing
statements.



These statements are
based on current expectations and assumptions regarding future events and business performance and involve known and unknown risks,
uncertainties and other factors that may cause industry trends or our actual results, level of activity, performance or achievements
to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these
statements.



The foregoing factors
should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included
in this quarterly report.  For a more detailed discussion of the principal factors that could cause actual results to be materially
different, you should read our risk factors included below under “Item 1A. Risk Factors.”



Although we believe
that expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity,
performance or achievements.  We will assume no obligation to update any of the forward-looking statements after the effective
date of this quarterly report to conform these statements to actual results or changes in our expectations, except as required
by law.  You should not place undue reliance on these forward-looking statements, which apply only as of the effective date
of this report.



Business Overview



We are an oil and gas exploration and
production company with ten projects in Utah, Kansas, Oklahoma and Wyoming. We are currently producing oil from four projects
in Kansas. We are currently completing  one well in Juab County, Utah which we refer to as the “Liberty #1
Well,” and is in the completion stage of development. The focus of our business is acquiring, retrofitting,
and operating or selling oil and gas production. We have two strategic directions:



| | a) | We used our research technology to identify properties in
                                                                                                   Kansas that were initially developed between the 1920s and 1950s.  We identified significant oil and gas reserves from
                                                                                                   these early exploration properties, which were previously underdeveloped due to inefficient and antiquated exploration and
                                                                                                   production methods and low commodity prices. In most cases these wells were developed and left fallow by major oil and gas
                                                                                                   companies. Using current technology and methodologies, we successfully developed both production and proved reserves within
                                                                                                   these fields and others, and we intend to continue to develop our Kansas properties, where we are participating in
                                                                                                   approximately 3,000 acres.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | We have conducted a limited amount of exploration for oil and
                                                                                                   gas reserves in the Central Utah Overthrust region, where we are participating in over 30,000 acres, of  these,
                                                                                                   we are currently the operator of approximately 10,000 acres.  We
                                                                                                   lease                                                                                                     or
                                                                                                   own                                                                                                     100%
                                                                                                   of the mineral                                                                                                     rights
                                                                                                   on these
                                                                                                   properties. We intend to conduct drilling operations on some of our Utah properties,
                                                                                                   and to conduct additional exploration activities.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We use a systematic
approach for the acquisition of leases and development of drilling programs. Our approach focuses on three areas of development
planning:



| | a) | Activities involving the identification, acquisition and development
of leases of property in which oil or gas is known to exist.  This represents approximately 20% of our development planning.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



24







| | b) | Activities involving low or moderate exploration and development
risk.  These include leases of property where oil and gas has been produced in the past but there are no existing wells. 
This represents approximately 20% of our development planning.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) | Activities involving the acquisition of projects where it is reasonably
believed that potential hydrocarbon values exist based on analysis involving geochemical, radiometric, gravitational and supportable
seismic data. This may include projects that have never been drilled or tested for oil and gas in the past.  This represents
approximately 60% of our development planning.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We have initiated the development of
ten projects to date resulting in four oil-producing projects. Our development plans may be delayed and are dependent on
certain conditions, including, the receipt of necessary permits, the ability to obtain adequate financing and weather
conditions. Uncertainties associated with these factors could result in unexpected delays. In addition, the feasibility of a
number of the projects described below is still subject to further geological testing and/or drilling to determine whether
commercial quantities of hydrocarbons are present.



In addition to the
projects currently under development, we intend to initiate the development of additional projects from time to time. However,
the number of projects we initiate each year will depend on a number of factors, including the availability of adequate financing,
the availability of mineral leases, the demand for oil and gas, the number of projects we have under development, and our available
resources to devote to our project development efforts.



Production History



The following table
presents information about our produced oil volumes during the three months and six months ended June 30, 2012 compared to
the  three months and six months ended June 30, 2011.  We did not produce natural gas during either of the  three months
or six months ended June 30, 2012 or 2011. As of June 30, 2012, we were selling oil from a total of 12 gross wells (10.7 net
wells), compared to 11 gross wells (10.5 net wells) at June 30, 2011.  All data presented below is derived from accrued
revenue and production volumes for the relevant period indicated.



|                               |  | Three Months Ended |       |  | Six Months Ended |  
|------------------------------ |  | ------------------ | ----- |  | ---------------- | -
|                               |  | June 30,           |       |  | June 30,         |  
|                               |  | 2012               |       |  | 2011             |  
|Net Production:                |  |                    |       |  |                  |  
|Oil (Bbl)                      |  |                    | 2,885 |  |                  |  
|Natural Gas (Mcf)              |  |                    | -     |  |                  |  
|Barrel of Oil Equivalent (Boe) |  |                    | 2,885 |  |                  |  
|                               |  |                    |       |  |                  |  
|Average Sales Prices:          |  |                    |       |  |                  |  
|Oil (Bbl)                      |  | $                  | 79.39 |  |                  | $
|                               |  |                    |       |  |                  |  
|Average Production Costs:      |  |                    |       |  |                  |  
|Oil (per Bbl)                  |  | $                  | 42.50 |  |                  | $



Depletion of Oil and Gas Properties



Our depletion expense
is driven by many factors, including certain exploration costs involved in the development of producing reserves, production levels
and estimates of proved reserve quantities and future developmental costs.  The following table presents our depletion expenses
per barrel of oil for the  three months and six months ended June 30, 2012 compared to the  three months and six months ended June 30, 2011.



25







|                 |  | Three Months Ended |      |  | Six Months Ended |  
|---------------- |  | ------------------ | ---- |  | ---------------- | -
|                 |  | June 30,           |      |  | June 30,         |  
|                 |  | 2012               |      |  | 2011             |  
|                 |  |                    |      |  |                  |  
|Depletion of Oil |  | $                  | 9.61 |  |                  | $



Results of Operations



Three Months Ended June 30, 2012
Compared to the Three Months Ended June 30, 2011



The following presents
an overview of our results of operations for the three months ended June 30, 2012 compared to the three months ended June 30, 2011.



As of June 30, 2012,
we had established oil production from 12 gross (10.7 net) wells in which we hold working interests compared to 11 gross (10.5
net) wells which had established production as of June 30, 2011. Our net oil production for the three months ended June 30, 2012
averaged approximately 32 Bopd compared to approximately 15 Bopd for the three months ended June 30, 2011. We had no natural gas
production during the three months ended June 30, 2012 and 2011. The increase in production in 2012 over 2011 is primarily due
to the new well added in the Koelsch project resulting in an increase of an average of 14 Bopd.



Our revenues from oil
sales increased for the three months ended June 30, 2012 compared to the three months ended June 30, 2011 by 66.5% or $91,493 from $137,544 for the three months ended June 30, 2011 to $229,037 for the three months ended June 30, 2012. 
The increase in revenue is due to an increase of 1,542 barrels of net oil produced, or $122,419, offset by a decrease in our average
realized crude oil prices of $23.03 Bopd or $30,926 for the 2012 period.





We realized a net loss of $864,906 (representing
a net loss of approximately $(0.01) per basic and diluted share of common stock) for the three months ended June 30, 2012 compared
to a net loss of $1,819,067 (representing a net loss of approximately $(0.01) per basic and diluted share of common stock) for
the three months ended June 30, 2011.  The decrease in net loss of $954,161 was primarily due to a decrease in our operating
expenses offset by a lower gain on settlement of liabilities. The loss per share for the three months ended June 30, 2012 decreased
compared to the same period 2011 due to an increase in our shares of common stock outstanding and a decrease in our net loss.



Total operating expenses decreased 58.1%
or $1,331,029 from $2,324,981 for the three months ended June 30, 2011 to $973,953 for the three months ended June 30, 2012.  The
decrease in operating expenses was due primarily to a decrease in general and administrative expenses and production expenses partially
offset with an increase in gain on sale of assets.



General and administrative expenses decreased
32.4% or $543,493 from $1,678,428 for the three months ended June 30, 2011 to $1,134,933 for the three months ended June 30, 2012.
The decrease is primarily attributable to a $528,663 decrease in stock based compensation and related payroll taxes of consultants,
employees and directors of the Company and a $170,380 decrease in engineering, accounting, audit and legal fees from the costs
associated with the Company’s initial plans to go public in Canada in 2011, both of which are offset by a $56,879 increase
in bad debt expense, and a $98,669 increase in other expenses.





Production expenses decreased 76.3% or
$395,280 to $122,598 or $42.50 per barrel of oil (Bbl) for the three months ended June 30, 2102 from $517,879 or $385.61 Bbl for
the three months ended June 30, 2011. During the three months ended June 30, 2011, the increased production expenses associated
with the Kansas properties was caused by general maintenance on wells, including work required by the Kansas Corporation Commission
(“KCC”).





26







During the three months
ended June 30, 2012, we incurred production taxes of $8,380 compared to $8,254 during the three months ended June 30, 2011. The
increase in production taxes was due to the increase in oil sales revenue offset by the decrease in the average effective tax
rates in the counties where the oil was produced in 2012.



Exploration expenses
increased 36.1% or $13,881 from $38,404 for the three months ended June 30, 2011 to $52,285 for the three months ended June 30,
2012. This increase is mainly due to an increase in delay rentals that were incurred in 2012.



Lease expiration expenses
decreased 99.6% or $40,950 from $41,123 for the three months ended June 30, 2011 to $173 for the three months ended June 30, 2012.
This decrease is due to extending all but one of the leases that were up for renewal in the three month period ended June 30,
2012.



We recorded depletion,
depreciation, amortization and accretion of $61,208 during the three months ended June 30, 2012 compared to depletion, depreciation,
amortization and accretion of $40,893 during the three months ended June 30, 2011.  The $20,315 or 49.7% increase in
depletion, depreciation, amortization and accretion was primarily due to the increase in well related equipment purchased in the
past 12 months that are now being depreciated. Depletion expense for the three months ended June 30, 2012 and 2011 was $9.61 per
barrel produced.



The gain on sale of assets for the
three months ended June 30, 2012 was $405,624 compared to $0 for the three months ended June 30, 2011. In the three months
ended June 30, 2012, the gain was mainly due to selling a 21% working interest in the Prescott Lease and a 5% carried
interest in the Perth Project to unaffiliated investors (see Note 5).



The gain on the settlement
of liabilities decreased 96.9% or $543,994 to $17,164 during the three months ended June 30, 2012 from $561,158 during the three
months ended June 30, 2011. This decrease is due to a one time gain in 2011 created as a result of settling disputed amounts of
trade and other payables for lower than carrying values.



The remaining other
income and expenses decreased from a $192,788 net interest expense for the three months ended June 30, 2011 to a $136,754 net
interest expense for the three months ended June 30, 2012. The net interest expense decrease relates to a decrease of interest
and finance charges of $28,573 and an increase in interest income of $27,461 assessed on past due accounts.



Six Months Ended June 30, 2012 Compared
to the Six Months Ended June 30, 2011



The following presents
an overview of our results of operations for the six months ended June 30, 2012 compared to the six months ended June 30, 2011.



As of June 30, 2012,
we had established oil production from 12 gross (10.7 net) wells in which we hold working interests compared to 11 gross (10.5
net) wells which had established production as of June 30, 2011. Our net oil production for the six months ended June 30, 2012
averaged approximately 27 Bopd compared to approximately 22 Bopd for the six months ended June 30, 2011. We had no natural gas
production during the six months ended June 30, 2012 and 2011. The increase in production in 2012 over 2011 is primarily due to
the new well added in the Koelsch project resulting in an increase of an average of 7 Bopd, partially offset by a decrease in production
due to a sale in the first quarter of 2011 or our working interest in the Chase Silica Field.



Our revenues from oil
sales increased for the six months ended June 30, 2012 compared to the six months ended June 30, 2011.  Revenues increased
by $54,856 from $394,042 for the six months ended June 30, 2011 to $448,898 for the six months ended June 30, 2012.  The increase
in revenue is due to an increase of 1,017 barrels of net oil produced, or $92,730, during the 2012 period and a decrease in our
average realized crude oil prices of $9.70 per Bopd or $37,874 for the 2012 period.





We realized a net loss of $2,916,985 (representing
a net loss of approximately $(0.01) per basic and diluted share of common stock) for the six months ended June 30, 2012 compared
to a net loss of $3,139,575 (representing a net loss of approximately $(0.02) per basic and diluted share of common stock) for
the six months ended June 30, 2011.  The decrease in net loss of $222,590 was primarily due to a decrease in our operating
expenses offset by an increase in interest and finance expenses and a lower gain on settlement of liabilities. The decrease in
the loss per share for the six months ended June 30, 2012 compared to the same period 2011 was due to an increase in our shares
of common stock outstanding and a decrease in our net loss.





27







Total operating expenses decreased 20.6% or $784,098 from $3,812,830 for the six months ended June 30,
2011 to $3,028,732 for the six months ended June 30, 2012.  The decrease in operating expenses was due primarily to a
decrease in general and administrative, production, and lease exploration expenses offset by an increase in gain on sale of assets.





General and administrative expenses decreased
4.7% or $140,637 from $3,004,844 for the six months ended June 30, 2011 to $2,864,207 for the six months ended June 30, 2012. The
decrease is primarily attributable to a $102,649 decrease in stock based compensation and related payroll taxes of consultants,
employees and directors of the Company, against the comparable period; a $361,016 decrease in other expenses due to a one time
stock issuance penalty awarded to certain shareholders during the six months ended June 30, 2011, offset by a $59,675 increase
in engineering, audit and legal fees associated with the preparation of the Form 10 registration with the United States Securities
and Exchange Commission (the “SEC”); a $192,332 increase in bad debt allowance, and a $71,021 increase in all other
expenses.





Production expenses
decreased 39.7% or $240,824 to $366,015 or $74.35 per barrel of oil (Bbl) for the six months ended June 30, 2102 from $606,839
or $155.36 Bbl for the six months ended June 30, 2011. The decrease in production expenses is associated with the significant
production costs we incurred for the six months ended June 20, 2011 on the Kansas properties that was caused by general maintenance
on wells, including work required by the Kansas Corporation Commission (“KCC”), partially offset by increased field
operating expenses related to our Perth project due to removal, repair, and reinstallation of a submersible pump for the six months
ended June 30, 2012.



During the six months
ended June 30, 2012, we incurred production taxes of $16,154 compared to $24,200 during the six months ended June 30, 2011. This
33.2% or $8,046 decrease in production taxes was due to the increase in oil sales revenue offset by the decrease in the average
effective tax rates in the counties where the oil was produced in 2012.



Exploration expenses
increased 17.6% or $12,040 from $68,359 for the six months ended June 30, 2011 to $80,399 for the six months ended June 30, 2012.
This increase is mainly due to costs associated with increased working ownership interest in our oil and gas properties including
the Freedom Acquisition (see Note 4), higher geological and geophysical costs associated with the Company’s increased work
on our undeveloped Utah projects and an increase in delay rentals that were incurred in 2012.



Lease expiration expenses
decreased 87.5% or $99,126 from $113,296 for the three months ended June 30, 2011 to $14,170 for the three months ended June 30,
2012. This decrease is due to extending most all of the leases that were up for renewal in the six month period ended June 30,
2012.



We recorded depletion,
depreciation, amortization and accretion of $113,682 during the six months ended June 30, 2012 compared to depletion, depreciation,
amortization and accretion of $85,706 during the six months ended June 30, 2011.  The $27,976 or 32.6% increase in depletion,
depreciation, amortization and accretion was primarily due to the increase in well related equipment purchased in the past 12
months that are now being depreciated. Depletion expense for the six months ended June 30, 2012 and 2011 was $9.61 per barrel
produced.



The gain on sale of
assets increased from $90,414 for the six months ended June 30, 2011 to $425,895 for the six months ended June 30, 2012. This
increase of 371.0% or $335,481 is due mainly to selling a 21% working interest in the Prescott Lease and a 5% carried interest
in the Perth Project to unaffiliated investors (see Note 5).



The gain on the settlement
of liabilities decreased 96.7% or $505,679 to $17,199 during the six months ended June 30, 2012 from $522,878 during the six months
ended June 30, 2011. This decrease is due to a one time gain in 2011 created as a result of settling disputed amounts of trade
and other payables for lower than carrying values.



28







The remaining other
income and expenses increased from a $249,682 net interest expense for the six months ended June 30, 2011 to a $353,950 net interest
expense for the six months ended June 30, 2012. The $104,268 increase relates to an increase in interest and finances charges
of $156,575 from $249,682 for the six months ended June 30, 2011 to $406,257 for the six months ended June 30, 2012. This increase
is the result of our higher interest rates charged on the Company’s debt and interest on the debt assumed on the Freedom
Acquisition during the six months ended June 30, 2012. This increase in interest expense is offset by a $52,307 increase in interest
income assessed on past due accounts receivable balances.



Liquidity and Capital Resources



Liquidity is a measure
of a company’s ability to meet potential cash requirements.  We have historically met our capital requirements through
the issuance of common stock, short-term borrowings and selling working interests in our oil and gas properties.  In the future,
we expect to generate cash from sales of crude oil from our existing properties. Until cash provided by our operations is sufficient
to cover our expenses and execute our development plans, we intend to continue to finance our operations through additional debt
or equity financings, if available.



The following table summarizes our total
current assets, total current liabilities and working capital deficiency as of June 30, 2012:



|Current assets             |  | $ | 1,420,856  |  
|-------------------------- |  | - | ---------- | -
|Current liabilities        |  | $ | 3,777,379  |  
|Working capital deficiency |  | $ | (2,356,523 | )



Satisfaction of our cash obligations
for the next 12 months and our ability to continue as a going concern



We need additional funding to
continue as a going concern and to execute our business plan. Although we hope to generate cash from our operations and
become profitable in the future, we will continue to depend on cash provided by equity financings and debt financings
and/or credit facilities, and the possible sale of working interest in our properties. In the event we cannot obtain the
necessary capital to pursue our plans, we may have to cease or significantly curtail our operations, including our plans to
acquire additional acreage positions and development activities. Our ability to raise additional capital is critical to our
ability to continue to operate our business.



Since our inception,
we have financed our cash flow requirements through the issuance of common stock, short and long-term borrowings and selling working
interests in our oil and gas properties for cash and services. As we expand operational activities, we expect to continue to experience
net negative cash flows from operations, pending the receipt of oil and gas sales or development fees. As a result, we will need
to obtain additional financing to fund our operations. We intend to seek financing from time to time to provide working capital.



Our ability to secure
liquidity in the form of additional financing or otherwise is crucial for the execution of our plans and our ability to continue
as a going concern. Our current cash balance, together with cash anticipated to be provided by operations, will not be sufficient
to satisfy our anticipated cash requirements for normal operations and capital expenditures for the foreseeable future. Economic
conditions continue to be weak and global financial markets continue to experience significant volatility and liquidity challenges.
These conditions may make it more difficult for us to obtain financing.



Our independent registered
public accounting firm’s report on our 2011 financial statements expresses doubt about our ability to continue as a going
concern. The report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as
a going concern due to substantial losses from operations, negative working capital, negative cash flow, and the lack of sufficient
capital, as of the date the report was issued, to support our planned capital expenditures to continue our drilling programs through
2012 or later. The financial statements do not include any adjustments relating to the recoverability and classification of recorded
assets and classification of liabilities that might be necessary should we be unable to continue as a going concern.



29







We are not currently
generating significant revenues, and our cash and cash equivalents will continue to be depleted by our ongoing development efforts
as well as our general and administrative expenses. Until we are in a position to generate significant revenues, we will need to
continue to raise additional funds to continue operating as a going concern. We may seek this additional funding through the issuance
of debt, preferred stock, equity, or a combination of these instruments. We may also seek to obtain financing through the sale
of working interests in one or more of our projects. We cannot be certain that funding from any of these sources will be available
on reasonable terms or at all. If we are unable to secure adequate funds on a timely basis on terms acceptable to us, we may have
to cease or significantly curtail our operations including our plans to acquire additional acreage positions and development activities.



Over the next twelve
months, we do not expect our existing capital and anticipated funds from operations to be sufficient to sustain our planned expansion.
Consequently, we intend to seek additional capital to fund growth and expansion through equity financings, debt financings or credit
facilities. We have no assurance that such financing will be available, and if available, the terms under which such financing
would be given.



Our lack of significant
operating history makes predictions of future operating results difficult. Our prospects must be considered in light of the risks,
expenses and difficulties frequently encountered by companies in an early stage of development, particularly companies in the oil
and gas exploration industry. Such risks include, but are not limited to, an evolving and unpredictable business model and the
management of growth. To address these risks we must, among other things, implement and successfully execute our business and marketing
strategy, continue to develop and upgrade technology and products, respond to competitive developments, and attract, retain and
motivate qualified personnel. We have no assurance that we will be successful in addressing such risks, and the failure to do so
would have a material adverse effect on our business prospects, financial condition and results of operations.



Effects of Inflation and Pricing



The oil and gas industry
is very cyclical and the demand for goods and services by oil field companies, suppliers and others associated with the industry
put significant pressure on the economic stability and pricing structure within the industry. Typically, as prices for oil and
gas increase all other associated costs increase as well. Conversely, in a period of declining prices, associated cost declines
are likely to lag and may not adjust downward in proportion to the declining prices. Material changes in prices also impact our
current revenue stream, estimates of future reserves, impairment assessments of oil and gas properties, and values of properties
in purchase and sale transactions. Material changes in prices can impact the value of oil and gas companies and their ability to
raise capital, borrow money and retain personnel. While we do not currently expect business costs to materially increase, higher
prices for oil and gas could result in increases in the costs of materials, services and personnel.





Critical Accounting Policies



The establishment and
consistent application of accounting policies is a vital component of accurately and fairly presenting our consolidated financial
statements in accordance with United States generally accepted accounting principles (“GAAP”), as well as ensuring
compliance with applicable laws and regulations governing financial reporting. While there are rarely alternative methods or rules
from which to select in establishing accounting and financial reporting policies, proper application often involves significant
judgment regarding a given set of facts and circumstances and a complex series of decisions.



Asset Retirement
Obligations



We have significant
obligations to plug and abandon our oil and gas wells and related equipment. Liabilities for asset retirement obligations are recorded
at fair value in the period incurred. The related asset value is increased by the same amount. Asset retirement costs included
in the carrying amount of the related asset are subsequently allocated to expense as part of our depletion calculation.



30







Estimating future asset
retirement obligations requires us to make estimates and judgments regarding timing, existence of a liability, as well as what
constitutes adequate restoration. We use the present value of estimated cash flows related to our asset retirement obligations
to determine the fair value. Present value calculations inherently incorporate numerous assumptions and judgments, which include
the ultimate retirement and restoration costs, inflation factors, credit adjusted discount rates, timing of settlement, and changes
in the legal, regulatory, environmental and political environments. To the extent future revisions to these assumptions impact
the present value of our existing asset retirement obligation liability, a corresponding adjustment will be made to the carrying
cost of the related asset.



Revenue Recognition



Revenue from the sale
of crude oil, natural gas and natural gas liquids is recorded when the significant risks and rewards of ownership of the product
is transferred to the buyer, which is usually when legal title passes to the external party. For crude oil and natural gas liquids,
delivery generally occurs upon pick up at the field tank battery and natural gas delivery occurs at the pipeline delivery point.
Revenue is not recognized for the production in tanks, or oil in pipelines that has not been delivered to the purchaser. Revenue
is measured net of discounts and royalties. Royalties and severance taxes are incurred based on the actual price received from
the sales. We use the sales method of accounting for natural gas balancing of natural gas production, and we would recognize a
liability if the existing proven reserves were not adequate to cover the current imbalance situation. For all periods reported,
we had no natural gas production.



Stock-Based Compensation



We have accounted for
stock-based compensation under the provisions of FASB Accounting Standards Codification (ASC) 718.   This standard
requires us to record an expense associated with the fair value of stock-based compensation.  We use the Black-Scholes
option valuation model to calculate the value of options and warrants at the date of grant.  Option pricing models require
the input of highly subjective assumptions, including the expected price volatility.  Changes in these assumptions can
materially affect the fair value estimate.



Stock Issuance



We record the stock-based
awards issued to consultants and other external entities for goods and services at either the fair market value of the goods received
or services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the
measurement date guidelines enumerated in FASB ASC 505-50.



Income Taxes



We account for income
taxes under FASB ASC 740. Deferred income tax assets and liabilities are determined based upon differences between the financial
reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect
when the differences are expected to reverse.  Accounting standards require the consideration of a valuation allowance
for deferred tax assets if it is “more likely than not” that some component or all of the benefits of deferred tax
assets will not be realized.



The tax effects from
an uncertain tax position can be recognized in the consolidated financial statements only if the position is more likely than not
of being sustained if the position were to be challenged by a taxing authority. We have examined the tax positions taken in our
tax returns and determined that there are no uncertain tax positions. As a result, we have recorded no uncertain tax liabilities
in our consolidated balance sheet.



Oil and Gas Properties



We account for oil
and gas properties by the successful efforts method. Under this method of accounting, costs relating to the acquisition of and
development of proved areas are capitalized when incurred. The costs of development wells are capitalized whether productive or
non-productive. Leasehold acquisition costs are capitalized when incurred. If proved reserves are found on an unproved property,
leasehold costs are transferred to proved properties. Exploration dry holes are charged to expense when it is determined that no
commercial reserves exist. Other exploration costs, including personnel costs, geological and geophysical expenses and delay rentals
for oil and gas leases, are charged to expense when incurred. The costs of acquiring or constructing support equipment and facilities
used in oil and gas producing activities are capitalized. Production costs are charged to expense as incurred and are those costs
incurred to operate and maintain our wells and related equipment and facilities.



31







Depletion of producing
oil and gas properties is recorded based on units of production. Acquisition costs of proved properties are depleted on the basis
of all proved reserves, developed and undeveloped, and capitalized development costs (wells and related equipment and facilities)
are depleted on the basis of proved developed reserves. As more fully described below, proved reserves are estimated by our independent
petroleum engineer and are subject to future revisions based on availability of additional information. Asset retirement costs
are recognized when the asset is placed in service, and are depleted over proved reserves using the units of production method.



Oil and gas properties
are reviewed for impairment when facts and circumstances indicate that their carrying value may not be recoverable. We compare
net capitalized costs of proved oil and gas properties to estimated undiscounted future net cash flows using management’s
expectations of future oil and gas prices. These future price scenarios reflect our estimation of future price volatility. If net
capitalized costs exceed estimated undiscounted future net cash flows, the measurement of impairment is based on estimated fair
value, using estimated discounted future net cash flows based on management’s expectations of future oil and gas prices.
We have recorded no impairment on any of our properties.



Unproven properties
that are individually significant are assessed for impairment and if considered impaired are charged to expense when such impairment
is deemed to have occurred.



The sale of a partial
interest in a proved oil and gas property is accounted for as normal retirement and no gain or loss is recognized as long as this
treatment does not significantly affect the units-of-production depletion rate. If the units-of-production rate is significantly
affected, then the sale is accounted for as the sale of an asset, and a gain or loss is recognized. The unamortized cost of the
property or group of properties is apportioned to the interest sold and interest retained on the basis of the fair values of those
interests. A gain or loss is recognized for all other sales of producing properties and is included in the results of operations.
The sale of a partial interest in an unproved property is accounted for as a recovery of cost when substantial uncertainty exists
as to recovery of the cost applicable to the interest retained. A gain on the sale is recognized to the extent the sales price
exceeds the carrying amount of the unproved property. A gain or loss is recognized for all other sales of nonproducing properties
and is included in the results of operations.



Oil and Gas Reserves



The determination of
depreciation, depletion and amortization expense as well as impairments that are recognized on our oil and gas properties are highly
dependent on the estimates of the proved oil and gas reserves attributable to our properties. Our estimate of proved reserves is
based on the quantities of oil and gas which geological and engineering data demonstrate, with reasonable certainty, to be recoverable
in the future years from known reservoirs under existing economic and operating conditions. The accuracy of any reserve estimate
is a function of the quality of available data, engineering and geological interpretation, and judgment. For example, we must estimate
the amount and timing of future operating costs, production taxes and development costs, all of which may in fact vary considerably
from actual results. In addition, as the prices of oil and gas and cost levels change from year to year, the economics of producing
our reserves may change and therefore the estimate of proved reserves may also change. Any significant variance in these assumptions
could materially affect the estimated quantity and value of our reserves.



The information regarding
present value of the future net cash flows attributable to our proved oil and gas reserves are estimates only and should not be
construed as the current market value of the estimated oil and gas reserves attributable to our properties. Thus, such information
includes revisions of certain reserve estimates attributable to our properties included in the prior year’s estimates. These
revisions reflect additional information from subsequent activities, production history of the properties involved and any adjustments
in the projected economic life of such properties resulting from changes in oil and gas prices. Any future downward revisions could
adversely affect our financial condition, our borrowing ability, our future prospects and the value of our common stock.



32







Use of Estimates



The preparation of
financial statements under GAAP in the United States requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial
statements, as well as and the reported amounts of revenues and expenses during the reporting period.  The most significant
estimates relate to proved oil and gas reserve volumes, certain depletion factors, future cash flows from oil and gas properties,
estimates relating to certain oil and gas revenues and expenses, valuation of equity-based compensation, valuation of asset retirement
obligations, estimates of future oil and gas commodity pricing and the valuation of deferred income taxes.  Actual results
may differ from those estimates.



Jumpstart Our Business
Startups Act (“JOBS Act”), adopted January 3, 2012



We qualify as an “emerging
growth company,” as defined in Section 2(a) of the Securities Act of 1933 (the “Securities Act”), as modified by the Jumpstart
Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are permitted to rely on exemptions from various reporting requirements
including, but not limited to, the requirement to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes
–Oxley Act of 2002, and the requirement to submit certain executive compensation matters to shareholder advisory votes such
as “say on pay” and “say on frequency.”



In addition, Section
107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period
provided in Section 7(a)(2)(B) of the Securities Act of complying with new or revised accounting standards. In other words, an
“emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise
apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial
statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.



We will remain an
emerging growth company up to the fifth anniversary of our first registered sale of common stock equity securities, or until
the earliest of (a) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (b) the date
that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), which would occur if the market value of our common stock held
by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or
(c) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.



New Accounting Pronouncements



From time to time,
new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date.  If
not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material
impact on the Company’s financial statements upon adoption.



Off-Balance Sheet Arrangements



We currently do not have any off-balance
sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is
material to investors.



ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK



As a smaller reporting company, we have
elected not to provide the disclosures required by this item.



33







ITEM 4. CONTROLS AND PROCEDURES



Evaluation of disclosure controls and
procedures



We maintain disclosure controls and
procedures that are designed to ensure that information required to be disclosed in the reports we file under the Exchange
Act, is recorded, processed, summarized and reported within the time periods specified in the United States Securities and
Exchange Commission (“SEC”) rules and forms. Such controls include those designed to ensure that information for
disclosure is accumulated and communicated to management, including the Chairman and Chief Executive
Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions
regarding required disclosure. Our management, with the participation of our CEO and CFO, has evaluated the effectiveness of
our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of June 30, 2012. Based on
this evaluation, the CEO and CFO have concluded that, as of June 30, 2012, our disclosure controls and procedures were
effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange
Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms,
and (2) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions
regarding required disclosure.



Internal control over financial reporting



There were no changes made in our internal
control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the three months ended June 30,
2012, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



Limitations inherent in all controls



It should be noted that any system of
controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the
system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood
of future events. Because of these and other inherent limitations of control systems, there is only reasonable assurance that
our controls will succeed in achieving their stated goals under all potential future conditions.



PART II. OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



TX Holdings, Inc. v. Hewitt Energy Group
LLC



On January 10, 2012, TX
Holdings, Inc. (“TX Holdings”) filed an amended complaint against HEGLLC, a predecessor of the Company, Douglas
C. Hewitt Sr., Dexter & Dexter Attorneys at Law, P.C. and Michael Cederstrom in the United States District Court for the
District of Utah (the “Utah Action”). The complaint arises out of a claimed agreement between HEGLLC and TX
Holdings (the “Perth Sale Agreement”) pursuant to which HEGLLC agreed to sell to TX Holdings an interest in the
Perth Project located in Kansas (the “Perth Interest”). TX Holdings’ complaint alleges certain causes of
action, including, among others, unjust enrichment, breach of contract and breach of fiduciary duty. The complaint alleges
that HEGLLC breached the Perth Sale Agreement by failing to deliver the Perth Interest to TX Holdings. TX Holdings seeks the
Perth Interest and an unspecified amount of damages from the named parties. The Company does not believe it is obligated to
deliver the Perth Interest to TX Holdings because it is the Company’s belief that TX Holdings breached the Perth Sale
Agreement by, among other things, failing to pay the purchase price. A similar complaint was filed by TX Holdings in February
2010 in Florida State Court in the District of Miami, Dade County (the “Florida Action”). On July 5, 2011, the
Florida court dismissed the claims against HEGLLC and Douglas C. Hewitt, Sr. in the Florida Action for lack of personal
jurisdiction. TX Holdings appealed the decision dismissing the claims against HEGLLC and Douglas C. Hewitt, Sr. However, on
April 24, 2012 TX Holdings filed a voluntary dismissal of that appeal. As a result of the voluntary dismissal, the only action by TX Holdings against HEGLLC and Douglas C. Hewitt,
Sr. is the Utah Action. TX Holdings has now agreed to dismiss the Utah Action,
with prejudice, and the parties are preparing appropriate documentation to submit to the court to effectuate the dismissal of
that case.



34









Nostra Terra Oil & Gas Company v.
Richfield Oil & Gas Company



On February 1, 2012, Nostra Terra Oil &
Gas Company (“NTOG”) filed an action against the Company, HPI, HEGINC, and HEGLLC in the Twenty-Third Judicial District
Court of Russell County, Kansas. The complaint alleges that the Company defaulted on its repayment obligations under a note and
security agreement, dated April 13, 2011, in the principal amount of $1.3 million and accrued interest at 10% per annum. The complaint
seeks foreclosure on two of the Company’s property leases located in Kansas. The note was due on January 31, 2012. On January
31, 2012, the Company requested the loan payoff and documents relating to the release of collateral from NTOG’s representatives.
The Company followed up on this request with a written request on February 1, 2012. On or about March 19, 2012 the Company filed
an answer to the Complaint and a Cross-Complaint against NTOG for tortious interference with business. The trial in this matter
has been continued from July 2012 until September 2012. The Company intends to vigorously defend against this foreclosure action
and repay any amount that is ultimately determined to be outstanding.





The obligations due and owing under this
note and security agreement are fully accounted for in the Company’s financial statements.



Threatened Claim by Former Officer and
Director of Freedom



A former officer and director of Freedom (the “Freedom Officer and Director”) previously alleged
certain claims against the Company in the amount of approximately $321,000. The Company settled this matter on April 6, 2012 by
paying the Freedom Officer and Director the sum of $13,135 (the “Settlement Amount”) in exchange for a release of all
claims by the Freedom Officer and Director. Of the Settlement Amount, $12,500 was previously accrued in 2011. The remaining $635
was expensed in the six months ended June 30, 2012.



Litigation in the Ordinary Course



We may become involved in litigation from
time to time relating to claims arising in the ordinary course of our business. We do not believe that the ultimate resolution
of such claims would have a material effect on our business, results of operations, financial condition or cash flows. However,
the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters
could have a material effect on our business, results of operations, financial condition and cash flows.



ITEM 1A. RISK FACTORS



Our business operations and the implementation
of our business strategy are subject to significant risks inherent in our business, including, without limitation, the risks and
uncertainties described below. The occurrence of any one or more of the risks or uncertainties described below could have a material
adverse effect on our consolidated financial condition, results of operations and cash flows and could cause actual results to
differ materially from the results contemplated by the forward-looking statements contained in this registration statement. While
we believe we have identified and discussed below the key risk factors affecting our business, there may be additional risks and
uncertainties that are not presently known or that are not currently believed to be significant that may adversely affect our business,
operations, industry, financial position and financial performance in the future. Because of the following risks and uncertainties,
as well as other variables affecting our operating results, past financial performance should not be considered a reliable indicator
of future performance and historical trends may not be consistent with results or trends in future periods. Our consolidated financial
statements and the notes thereto and the other information contained in this registration statement should be read in connection
with the risk factors discussed below.



Risks Related to Our Business



Our independent registered public
accounting firm’s report on our financial statements questions our ability to continue as a going concern.



Our independent registered
public accounting firm’s report on our financial statements for the years ended December 31, 2011 and 2010 expresses doubt
about our ability to continue as a going concern. The report includes an explanatory paragraph stating that there is substantial
doubt about our ability to continue as a going concern due to substantial losses from operations, negative working capital, negative
cash flow, and the lack of sufficient capital, as of the date the report was issued, to support our planned capital expenditures
to continue our drilling programs.



35







We can provide no
assurance that we will be able to obtain sufficient additional financing that we need to develop our properties and alleviate doubt
about our ability to continue as a going concern. If we are able to obtain sufficient additional financing proceeds, we cannot
be certain that this additional financing will be available on acceptable terms, if at all. To the extent we raise additional funds
by issuing equity securities, our stockholders may experience significant dilution. Any debt financing, if available, may involve
restrictive covenants that impact our ability to conduct business. Inclusion of a “going concern qualification” in
the report of our independent accountants or any future report may have a negative impact on our ability to obtain financing and
may adversely impact our stock price.



We have a limited operating history
and negative operating cash flows, which may make it difficult to evaluate our business prospects.



An investment in our
securities is subject to certain risks related to the nature of our business in the acquisition, exploration, development and production
of oil resources in the United States and our early stage of development. Our business operations must be considered in light of
the risks, expenses and difficulties frequently encountered in establishing a business in the oil and gas industry. We first generated
revenues from operations in the fiscal year ended December 31, 2009. There can be no assurance that our business operations will
prove to be successful in the long-term. Our future operating results will depend on many factors, including:



| | · | our ability to raise adequate working capital;
| | - | ----------------------------------------------

| | · | success of our development and exploration;
| | - | -------------------------------------------

| | · | demand for oil and gas;
| | - | -----------------------

| | · | the level of our competition;
| | - | -----------------------------

| | · | our ability to attract and maintain key management and employees; and
| | - | ---------------------------------------------------------------------

| | · | our ability to efficiently explore, develop and produce sufficient quantities of marketable oil
or gas in a highly competitive and speculative environment while maintaining quality and controlling costs.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



To sustain profitable
operations in the future, we must, alone or with others, successfully manage the factors stated above, as well as continue to develop
ways to enhance our production efforts. Despite our best efforts, we may not be successful in our exploration or development efforts,
or obtain required regulatory approvals. There is a possibility that some of our wells may never produce oil or gas.



We will have substantial capital
requirements that, if not met, may hinder our growth and operations.



Our future growth depends
on our ability to make large capital expenditures for the exploration and development of our oil and gas properties. Future cash
flows and the availability of financing will be subject to a number of variables, such as:



| | · | the success of drilling and exploration;
| | - | ----------------------------------------

| | · | success in locating and producing new reserves; and
| | - | ---------------------------------------------------

| | · | prices of oil and gas.
| | - | ----------------------



Additional financing
sources may be required in the future to fund developmental and exploratory drilling. Issuing equity securities to satisfy our
financial requirements could cause substantial dilution to our existing stockholders and may result in a change of control. Debt
financing could lead to:



| | · | a substantial portion of operating cash flow being dedicated to the
payment of principal and interest;
| | - | ------------------------------------------------------------------------------------------------------

| | · | increased vulnerability to competitive pressures and economic downturns;
and
| | - | ----------------------------------------------------------------------------

| | · | restrictions on our operations.
| | - | -------------------------------



Financing might not
be available in the future, or we might not be able to obtain necessary financing on acceptable terms, if at all. If sufficient
capital resources are not available, we might be forced to curtail drilling and other activities or be forced to sell some assets
on an untimely or unfavorable basis, which could have a material adverse affect on our business, financial condition and results
of operations.



36







The loss of our directors or key
management and technical personnel or our inability to attract and retain experienced technical personnel could adversely affect
our ability to operate our business.



We depend, to a large
extent, on the efforts and continued employment of our senior management team. At this time, the loss of certain key individuals
could adversely affect our business operations. Successful exploration, development and commercialization of oil and gas interests
rely on a number of factors, including the technical skill of the personnel involved. Our success will depend, in part, on the
performance of our key managers and consultants. Failure to attract and retain managers, consultants and other key personnel with
the necessary skills and experience could have a materially adverse effect on our growth and profitability.



We may be unable to acquire or develop
additional reserves, in which case our results of operations and financial condition would be adversely affected.



In general, production
from oil and gas properties declines over time as reserves are depleted, with the rate of decline depending on reservoir characteristics.
If we are not successful in our exploration and development activities or in acquiring additional properties containing proved
reserves, our proved reserves will decline as reserves are produced. Our future oil and gas production is highly dependent upon
our ability to economically find, develop or acquire reserves in commercial quantities.



To the extent cash
flow from operations is reduced, either due to a decrease in prevailing prices for oil and gas or an increase in exploration and
development costs, and external sources of capital become limited or unavailable, our ability to make the necessary capital investment
to maintain or expand our asset base of oil and gas reserves would be impaired. Even with sufficient available capital, our future
exploration and development activities may not result in additional proved reserves, and we might not be able to drill productive
wells at acceptable costs.



Our oil and gas reserves,
production, and cash flows to be derived therefrom are highly dependent on our ability to successfully acquire or discover new
reserves. Without the continual addition of new reserves, any existing reserves we may have at any particular time and the production
therefrom will decline over time as such existing reserves are exploited. A future increase in our reserves will depend not only
on our ability to develop any properties we may have from time to time, but also on our ability to select and acquire suitable
producing properties or projects. There can be no assurance that our future exploration and development efforts will result in
the discovery and development of additional commercial accumulations of oil and gas. Competition may also be presented by alternate
fuel sources.



Our projects may be
adversely affected by risks outside of our control including labor unrest, civil disorder, war, subversive activities or sabotage,
fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.



We depend on drilling partners for
the successful development and exploitation of certain oil and gas properties in which we hold an interest.



While we operate a
majority of our oil and gas properties, we do not operate all oil and gas properties in which we hold an interest. As a result,
we have limited influence and control over the operation of properties we do not operate. The success and timing of drilling, development
and exploitation activities on properties operated by others depend on a number of factors that are beyond our control, including
the operator’s expertise and financial resources, approval of other participants for drilling wells and utilization of appropriate
technology. If our drilling partners are unable or unwilling to perform, our financial condition and results of operation could
be adversely affected.



We may not be insured against all
of the operating hazards to which our business is exposed.



The ownership and operation
of oil and gas wells, pipelines and facilities involve a number of operating and natural hazards which may result in blowouts,
environmental damage and other unexpected or dangerous conditions resulting in damage to our properties and potential liability
to third parties. We intend to employ prudent risk-management practices and maintain suitable liability insurance, where available.
We may become liable for damages arising from such events against which we cannot insure or against which we may elect not to insure
because of high premium costs or other reasons. Costs incurred to repair such damage or pay such liabilities could have a material
adverse effect on us, our operations and financial condition.



37







Our properties may be subject to
title claims in the future.



Title to oil and gas
interests is often not capable of conclusive determination without incurring substantial expense. While it is our practice to make
appropriate inquiries into the title of properties and other development rights we acquire, title defects may exist. In addition,
we may be unable to obtain adequate insurance for title defects, on a commercially reasonable basis or at all. If title defects
do exist, it is possible that we may lose all or a portion of our right, title and interests in and to the properties to which
the title defects relate. If our property rights are reduced, our ability to conduct our exploration, development and production
activities may be impaired.



We may be exposed to third
party credit risk and defaults by third parties could adversely affect us.



We are or may be exposed to third
party credit risk through our contractual arrangements with our current or future joint venture partners, marketers of our
petroleum production and other parties. In the event such entities fail to meet their contractual obligations to us, such
failures could have a material adverse effect on us and our funds from operations.



Issuance of debt may adversely affect
operating results.



From time to time,
we may enter into transactions to acquire the assets or ownership interests of other companies. These transactions may be financed
partially or wholly with debt, which may increase our debt levels above industry standards. Neither our articles of incorporation
nor our by-laws limit the amount of indebtedness that we may incur. The level of our indebtedness from time to time could impair
our ability to obtain additional financing, on a timely basis, needed to take advantage of business opportunities that may arise.



We may fail to realize anticipated
benefits of acquisitions and dispositions.



We may make acquisitions
and dispositions of businesses and assets in the ordinary course of business. Achieving the benefits of acquisitions depends, in
part, on successfully consolidating functions and integrating operations and procedures in a timely and efficient manner as well
as the ability to realize the anticipated growth opportunities and synergies from combining the acquired businesses and operations
with ours. The integration of acquired businesses may require substantial management effort, time and resources and may divert
management’s focus from other strategic opportunities and operational matters. Management continually assesses the value
and contribution of services provided and assets required to provide such services. In this regard, non-core assets are periodically
disposed of, so that we can focus our efforts and resources more efficiently. Depending on the state of the market for such non-core
assets, certain of our non-core assets, if disposed of, could be expected to realize less than their carrying value on our financial
statements.



Failure to adequately manage growth
could have an adverse effect on business and operations.



We may be subject to
growth-related risks including capacity constraints and pressure on our internal systems and controls. Our ability to manage growth
effectively will require us to continue to implement and improve our operations and financial systems and to expand, train and
manage our employee base. Our inability to deal with this growth could have a material adverse impact on our business, operations
and prospects.



The global economy has not fully
recovered and unforeseen events may negatively impact our financial condition.



Market events and conditions
including disruptions in the international credit markets and other financial systems and the deterioration of global economic
conditions caused significant volatility to commodity prices over the last few years. The credit crisis and related turmoil in
the global financial system may adversely impact our business and our financial condition. Our ability to access the capital markets
may be restricted at a time when we would need to raise capital, which could adversely affect our ability to react to changing
economic and business conditions. If the economic climate in the U.S. or the world generally deteriorates further, demand for petroleum
products could diminish and prices for oil and gas could decrease, which could adversely impact our results of operations, liquidity
and financial condition.



38







Substantially all of our producing
properties and operations are located in the west and mid-west of the United States, making us vulnerable to risks associated with
operating in two major geographic areas.



All of our proved reserves
and all of our expected oil and gas production are located in Oklahoma, Kansas, Utah and Wyoming. As a result, we may be disproportionately
exposed to the impact of delays or interruptions of production from these wells caused by transportation capacity constraints,
curtailment of production, availability of equipment, facilities, personnel or services, significant governmental regulation, natural
disasters, adverse weather conditions, plant closures for scheduled maintenance or interruption of transportation of oil or gas
produced from the wells in these areas. In addition, the effect of fluctuations on supply and demand may become more pronounced
within specific geographic oil and gas producing areas which may cause these conditions to occur with greater frequency or magnify
the effect of these conditions on us. Due to the concentrated nature of our portfolio of properties, a number of these properties
could experience any of the same conditions at the same time, resulting in a relatively greater impact on our results of operations
than they might have on other companies that have a more diversified portfolio of properties. Such delays or interruptions could
have a material adverse effect on our financial condition and results of operations.



We are an emerging growth company,
and have elected to delay the adoption of new or revised accounting standards until those standards apply to private companies.
As a result of this election, our financial statements may not be comparable to companies that comply with public company effective
dates.



We qualify as an “emerging
growth company,” as defined in Section 2(a) of the Securities Act of 1933, or the Securities Act, as modified by the Jumpstart
Our Business Startups Act of 2012, or the JOBS Act. As such, we are permitted to rely on exemptions from various reporting requirements
including, but not limited to, the requirement to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley
Act of 2002, and the requirement to submit certain executive compensation matters to shareholder advisory votes such as “say
on pay” and “say on frequency.”



In addition, Section
107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided
in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging
growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not
be comparable to those of companies that comply with such new or revised accounting standards.



We will remain an emerging
growth company up to the fifth anniversary of our first registered sale of common equity securities, or until the earliest of (a)
the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (b) the date that we become a “large
accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock
held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or
(c) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.



During the period in which we qualify
as an emerging growth company and elect to provide more limited disclosure as allowed by the JOBS Act, we cannot predict if
investors will find our common stock less attractive as a result. If some investors find our common stock less attractive as
a result, there may be a less active trading market for our common stock and our stock price may be more volatile.



39







Risks Related to our Industry



Drilling for and producing oil and
gas are high-risk activities with many uncertainties that could adversely affect our business, financial condition or results
of operation.



Oil operations involve
many risks, many of which are beyond our control. Our long-term commercial success depends on our ability to find, acquire, develop
and commercially produce oil and gas reserves. Without the continual addition of new reserves, our existing reserves and the production
therefrom will decline over time as such reserves are exploited. A future increase in our reserves will depend not only on our
ability to explore and develop our existing properties, but also on our ability to select and acquire suitable producing properties
or projects. We can give no assurance that we will continue to locate satisfactory properties for acquisition or participation.
Moreover, if we identify suitable properties for acquisition or participation, we may determine that current markets, terms of
acquisition and participation or pricing conditions make such acquisitions or participations uneconomic. We have no assurance that
we will discover or acquire further commercial quantities of oil and gas.



Future oil and gas
exploration may involve unprofitable efforts, not only from dry wells, but from wells that are productive but do not produce sufficient
net revenues to return a profit after drilling, operating and other costs. Completion of a well does not assure a profit on the
investment or recovery of drilling, completion and operating costs. In addition, drilling hazards or environmental damage could
greatly increase the cost of operations, and various field operating conditions may adversely affect the production from successful
wells. These conditions include:



| | · | unexpected drilling conditions,
| | - | -------------------------------

| | · | delays in obtaining governmental approvals or consents,
| | - | -------------------------------------------------------

| | · | shut-ins of connected wells resulting from extreme weather conditions,
| | - | ----------------------------------------------------------------------

| | · | insufficient storage or transportation capacity, or
| | - | ---------------------------------------------------

| | · | other geological and mechanical conditions.
| | - | -------------------------------------------



While diligent well supervision and effective
maintenance operations can contribute to maximizing production rates over time, production delays and declines from normal field
operating conditions cannot be eliminated and can be expected to adversely affect revenue and cash flow levels to varying degrees.



Our oil exploration,
development and production activities are subject to all the risks and hazards typically associated with such activities, including
hazards such as fire, explosion, blowouts, cratering, sour gas releases and spills. Each of these hazards could result in personal
injury or death, or substantial damage to oil and gas wells, production facilities, other property and the environment. In accordance
with industry practice, we are not fully insured against all of these risks, nor are all such risks insurable. Although we maintain
liability insurance in an amount that is considered consistent with industry practice, the nature of these risks is such that liabilities
could exceed policy limits, in which event we could incur significant costs that could have a material adverse effect upon our
financial condition. Our oil and gas production activities are also subject to all the risks typically associated with such activities,
including encountering unexpected formations or pressures, premature decline of reservoirs and the invasion of water into producing
formations. Losses resulting from the occurrence of any of these risks could have a material adverse effect on our future results
of operations, liquidity and financial condition.



Upon a commercial discovery, market
conditions or operational impediments may hinder our access to oil and gas markets or delay its production.



Upon a commercial discovery,
the marketability of our production depends in part upon the availability, proximity and capacity of pipelines, trucks, railways,
storage, gathering systems and processing facilities. This dependence is heightened where this infrastructure is less developed.
Therefore, if drilling results are positive in certain areas, we would need to build production facilities to handle the potential
volume of oil and gas produced. We might be required to shut in wells, at least temporarily, due to the inadequacy or unavailability
of transportation facilities. If that were to occur, we would be unable to realize revenue from those wells until we could make
arrangements to deliver production to market.



Our ability to produce
and market oil and gas is affected and also may be harmed by:



| | · | the lack of transportation, storage, pipeline transmission facilities
or carrying capacity;
| | - | -------------------------------------------------------------------------------------------

| | · | government regulation of oil and gas production;
| | - | ------------------------------------------------

| | · | government transportation, tax and energy policies;
| | - | ---------------------------------------------------

| | · | changes in supply and demand; and
| | - | ---------------------------------

| | · | general economic conditions.
| | - | ----------------------------



40







Profitability and cash flow of our
operations will be dependent upon the market price of oil and gas. Prices for oil and gas have fluctuated widely, particularly
in recent years and are likely to continue to be volatile in the future.



Oil and gas prices
fluctuate significantly in response to regional, national and global supply and demand factors beyond our control. These factors
include, but are not limited to, the following:



| | · | changes in global supply and demand for oil and gas;
| | - | ----------------------------------------------------

| | · | the actions of the Organization of Petroleum Exporting Countries;
| | - | -----------------------------------------------------------------

| | · | the price and quantity of imports of foreign oil and gas;
| | - | ---------------------------------------------------------

| | · | political and economic conditions, including embargoes, in crude oil-producing countries or affecting
other crude oil-producing activity;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------

| | · | the level of global oil and gas exploration and production activity;
| | - | --------------------------------------------------------------------

| | · | the level of global oil and gas inventories;
| | - | --------------------------------------------

| | · | weather conditions;
| | - | -------------------

| | · | technological advances affecting energy consumption;
| | - | ----------------------------------------------------

| | · | domestic and foreign governmental regulations;
| | - | ----------------------------------------------

| | · | proximity and capacity of oil and gas pipelines and other transportation facilities;
| | - | ------------------------------------------------------------------------------------

| | · | the price and availability of competitors’ supplies of oil and gas in captive market areas;
and
| | - | -----------------------------------------------------------------------------------------------

| | · | the price and availability of alternative fuels.
| | - | ------------------------------------------------



As an independent oil
and gas producer, our revenue, profitability and future rate of growth are substantially dependent on prevailing prices of natural
gas, natural gas liquids and crude oil. Historically, the energy markets have been very volatile and it is likely that oil and
gas prices will continue to be subject to wide fluctuations in the future. A substantial or extended decline in oil and gas prices
could have a material adverse effect on our financial position, results of operations, cash flows and access to capital, and on
the quantities of oil and gas reserves that can be economically produced.



Shortages of rigs, equipment, supplies
and personnel could delay or otherwise adversely affect our cost of operations or our ability to operate according to our business
plan.



Oil and gas exploration
and development activities are dependent on the availability of drilling and related equipment and qualified personnel in the particular
areas where such activities will be conducted. Demand for such equipment and qualified personnel may affect our access to such
equipment and qualified personnel and may delay our exploration and development activities. In addition, the costs of qualified
personnel and equipment in the area where our assets are located may be very high due to the availability of, and demands for,
such qualified personnel and equipment in the area.



The possible reserves reported herein
are estimates only and there is no certainty that it will be economically or technically viable to produce any portion of the
reported possible reserves.



The possible reserves
reported herein are estimates only and there is no certainty that any portion of the reported possible reserves will be discovered
and that, if discovered, it will be economically viable or technically feasible to produce.



Reserve estimates are inherently
uncertain, are based on a number of variables and actual production will vary from estimates.



There are numerous
uncertainties inherent in estimating quantities of oil and gas reserves and cash flows to be derived therefrom, including many
factors beyond our control. The information concerning reserves and associated cash flow set forth in this registration statement
represents estimates only. In general, estimates of economically recoverable oil reserves and the future net cash flows therefrom
are based upon a number of variable factors and assumptions, including the following, all of which may vary from actual results:



| | · | historical production from the properties,
| | - | ------------------------------------------



41







| | · | production rates,
| | - | -----------------

| | · | ultimate reserve recovery,
| | - | --------------------------

| | · | timing and amount of capital expenditures,
| | - | ------------------------------------------

| | · | marketability of oil and gas,
| | - | -----------------------------

| | · | royalty rates, and
| | - | ------------------

| | · | the assumed effects of regulation by governmental agencies and future
operating costs.
| | - | --------------------------------------------------------------------------------------



For those reasons,
estimates of the economically recoverable oil and gas reserves attributable to any particular group of properties, classification
of such reserves based on risk of recovery and estimates of future net revenues expected therefrom prepared by different engineers,
or by the same engineers at different times, may vary. Our actual production, revenues, taxes and development and operating expenditures
with respect to our reserves will vary from estimates thereof and such variations could be material. Further, evaluations are based,
in part, on the assumed success of the exploitation activities intended to be undertaken in future years. The reserves and estimated
cash flows to be derived therefrom contained in such evaluations will be reduced to the extent that such exploitation activities
do not achieve the level of success assumed in the evaluation.



Estimates of proved
reserves that may be developed and produced in the future are often based upon volumetric calculations and upon analogy to similar
types of reserves rather than actual production history. Estimates based on these methods are generally less reliable than those
based on actual production history. Subsequent evaluation of the same reserves based upon production history and production practices
will result in variations in the estimated reserves and such variations could be material. Many of our producing wells have a limited
production history and thus there is less historical production on which to base the reserves estimates. In addition, a significant
portion of our reserves may be attributable to a limited number of wells and, therefore, a variation in production results or reservoir
characteristics in respect of such wells may have a significant impact upon our reserves.



In accordance with
applicable disclosure regulations of the SEC, Pinnacle Energy Services, L.L.C. (“Pinnacle”) has used forecast price
and cost estimates in calculating reserve quantities. Actual future net cash flows will be affected by other factors such as actual
production levels, supply and demand for oil and gas, curtailments or increases in consumption by oil and gas purchasers, changes
in governmental regulation or taxation and the impact of inflation on costs. Actual production and cash flows derived therefrom
will vary from the estimates contained in the Pinnacle Reserve Report, and such variations could be material. The Pinnacle Reserve
Report is based in part on the assumed success of activities we intend to undertake in future years. The reserves and estimated
cash flows to be derived therefrom contained in the Pinnacle Reserve Report will be reduced to the extent that such activities
do not achieve the level of success assumed in the Pinnacle Reserve Report.



The Pinnacle Reserve
Report sets forth estimates of our reserves as of January 1, 2012 and has not been updated and thus does not reflect changes in
our resources since that date.



We are subject to complex laws and
regulations, including environmental regulations, that can have a material adverse effect on the cost, manner and feasibility
of doing business.



Oil and gas operations
(exploration, production, pricing, marketing and transportation) are subject to extensive controls and regulations imposed by various
levels of government and may be amended from time to time. Our operations may require licenses from various governmental authorities.
There can be no assurance that we will be able to obtain all necessary licenses and permits that may be required to carry out exploration
and development at our projects.



The oil and gas industry
is subject to environmental regulations pursuant to local, state and federal legislation. A breach of such legislation may result
in the imposition of fines or other penalties. Should we be unable to fully fund the cost of remedying an environmental liability,
we might be required to suspend operations or enter into interim compliance measures pending completion of the required remedy.
Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability
and potentially increased capital expenditures and operating costs. The discharge of oil, gas or other pollutants into the air,
soil or water may give rise to liabilities to governments and third parties and may require us to incur costs to remedy such discharge.
Although we believe that we are in material compliance with current applicable environmental regulations, we can give no assurance
that environmental laws will not result in a curtailment of production or a material increase in the costs of production, development
or exploration activities or otherwise adversely affect our financial condition, results of operations or prospects.



42







The oil and gas industry
is subject to regulation, enforcement and intervention by governments in such matters as:



| | · | awarding and licensing of exploration and production interests,
| | - | ---------------------------------------------------------------

| | · | imposition of specific drilling obligations,
| | - | --------------------------------------------

| | · | imposition of pollution controls and environmental protection,
| | - | --------------------------------------------------------------

| | · | regulation of health and safety effects and offshore activity and operations,
| | - | -----------------------------------------------------------------------------

| | · | control over the development, decommissioning and abandonment of fields (including restrictions
on production), and
| | - | -------------------------------------------------------------------------------------------------------------------

| | · | cancellation of contract rights.
| | - | --------------------------------



Governments may also
regulate or intervene with respect to price, taxes, royalties and the exploration of oil and gas. Such regulation may be changed
from time to time in response to economic or political conditions. The implementation of new legislation or regulations or the
modification of existing legislation or regulations affecting the oil and gas industry could reduce demand for crude oil, increase
costs and may have a material adverse impact on us. Export sales are subject to the authorization of government agencies and the
corresponding governmental policies of foreign countries.



Competition in the oil and gas industry
is intense, and many of our competitors have greater financial, technological and other resources than we do, which may adversely
affect our ability to compete.



Competition relating
to all aspects of the oil and gas industry is intense. We will actively compete for capital, skilled personnel, access to rigs
and other equipment, access to processing facilities and pipeline and refining capacity and in all other aspects of our operations
with a substantial number of other organizations, many of which will have greater technical and financial resources.



Delays in business operations may
reduce cash flows and subject us to credit risks.



In addition to the
usual delays in payments by purchasers of oil and gas to us or to the operators, and the delays by operators in remitting payment
to us, payments between these parties may be delayed due to restrictions imposed by lenders, accounting delays, delays in the sale
of delivery of products, delays in the connection of wells to a gathering system, adjustment for prior periods, or recovery by
the operator of expenses incurred in the operation of the properties. Any of these delays could reduce the amount of cash flow
available for our business in a given period and expose us to additional third-party credit risks.



Changes in legislation may adversely
affect our operations and our financial performance.



Independent oil and
gas exploration activities and access to capital have historically been dependent to some degree on the availability of intangible
drilling cost deductions under existing tax laws. There can be no assurance that income tax laws, other laws or government incentive
programs relating to the oil and gas industry will not be changed in a manner which will adversely affect us. There can be no assurance
that tax authorities having jurisdiction will agree with our method of calculating our income for tax purposes or that such tax
authorities will not change their administrative practices to our detriment.



Seasonal weather conditions and
other factors could adversely affect our ability to conduct drilling activities.



The level of activity
in the oil and gas industry of the west and mid-west of the U.S. is influenced by seasonal weather patterns. In some climates,
drilling and oil and gas activities cannot be conducted as effectively during the winter months. In other climates, a mild winter
or wet spring may result in limited access and, as a result, reduced operations or a cessation of operations. Municipalities and
state transportation departments enforce road bans that restrict the movement of drilling rigs and other heavy equipment during
periods of wet weather, thereby reducing activity levels. Seasonal factors and unexpected weather patterns may lead to declines
in exploration and production activity and corresponding declines in the demand for our oil and gas.



43







Severe weather conditions
limit and may temporarily halt the ability to operate during such conditions. These constraints and the resulting shortages or
high costs could delay or temporarily halt our oil and gas operations and materially increase our operating and capital costs,
which could have a material adverse effect on our business, financial condition and results of operations.



Proposals to increase U.S. federal
income taxation of independent producers may negatively affect our results.



Recently, U.S. federal
budget proposals would potentially increase and accelerate the payment of federal income taxes of independent producers of oil
and gas. Proposals that would significantly affect us would repeal the expensing of intangible drilling costs, repeal the percentage
depletion allowance and increase the amortization period of geological and geophysical expenses. These changes, if enacted, will
make it more costly to explore for and develop oil and gas resources. We are unable to predict whether any changes, or other proposals
to such laws, ultimately will be enacted. Any such changes could negatively impact our cash flows and future operating results.



Possible regulation related to climate
change and global warming could have a negative impact on our business.



Federal and state governments
are considering enacting new legislation and promulgating new regulations governing or restricting the emission of greenhouse gases
from certain stationary sources common in our industry. The EPA has made findings and issued proposed regulations that could lead
to the imposition of restrictions on greenhouse gas emissions from certain stationary sources and that could require us to establish
and report an inventory of greenhouse gas emissions. In addition, the U.S. Congress is in the process of considering various bills
that would establish an economy-wide cap-and-trade program to reduce U.S. emissions of greenhouse gases, including carbon dioxide
and methane. Such a program, if enacted, could require phased reductions in greenhouse gas emissions over a number of years and
could result in the issuance of a declining number of tradable allowances to sources that emit greenhouse gases into the atmosphere.
Legislation and regulatory proposals for restricting greenhouse gas emissions or otherwise addressing climate change could require
us to incur additional operating costs and could adversely affect demand for our oil and gas. Potential increases in operating
costs could include new or increased costs to obtain permits, operate and maintain equipment and facilities, install new emission
controls on equipment and facilities, acquire allowances to authorize greenhouse gas emissions, pay taxes related to greenhouse
gas emissions and administer and manage a greenhouse gas emissions program. Moreover, incentives to conserve energy or use alternative
energy sources could reduce demand for oil and gas.



Acreage must be drilled before lease
expiration, generally within two to five years, in order to hold the acreage by production. In the highly competitive market for
acreage, failure to drill sufficient wells in order to hold acreage will result in a substantial lease renewal cost or if renewal
is not feasible, loss of our lease and prospective drilling opportunities.



If we acquire leasehold
interests that are not held by production, we must establish production prior to the expiration of the applicable lease or the
lease for such acreage will expire. The cost to renew leases may increase significantly, and we may not be able to renew such leases
on commercially reasonable terms or at all.



Alternatives to and changing demand
for petroleum products.



Fuel conservation measures,
alternative fuel requirements, increasing consumer demand for alternatives to oil and gas and technological advances in fuel economy
and energy generation devices could reduce the demand for crude oil and other liquid hydrocarbons. We cannot predict the impact
of changing demand for oil and gas products, and any major changes may have a material adverse effect on our business, financial
condition, results of operations and cash flows.



44







Risks Related to our Common Stock



There is currently no public or private
market for our common stock.



Our common stock is
not currently publicly traded or quoted on any stock exchange or other electronic trading facility. While we aim to facilitate
the development of a trading market in our common stock, we have no present proposals, arrangements or understandings with any
person with regard to the development of a trading market in our common stock. We cannot assure you that a trading market for our
common stock will develop. Our common stock has not been registered for resale under the federal securities laws or the securities
laws of any state. The holders of shares of our common stock, and persons who may wish to purchase shares of our common stock in
any trading market that might develop in the future, should be aware that significant federal and state securities laws and regulations
may exist which could limit the ability of our stockholders to sell their shares.



Shares of our common stock are subject
to dilution.



As of August 14, 2012,
285,790,590 shares of our common stock were issued and outstanding. In addition warrants to purchase 28,991,821 shares of our
common stock were outstanding and notes convertible into approximately 6,009,043 shares of our common stock were outstanding. If
we issue additional shares of common stock to new investors in the future, such issuance will result in dilution to each current
stockholder by reducing the stockholder’s percentage ownership of the total outstanding shares of our common stock.



The value of our common stock may
be affected by matters not related to our operating performance.



The value of our common
stock may be affected by matters not related to our operating performance for reasons that may include the following:



| | · | U.S. and worldwide supplies and prices of and demand for oil and gas;
| | - | ---------------------------------------------------------------------

| | · | political conditions and developments in the United States;
| | - | -----------------------------------------------------------

| | · | political conditions in oil and gas producing regions;
| | - | ------------------------------------------------------

| | · | investor perception of the oil and gas industry;
| | - | ------------------------------------------------

| | · | limited trading volume of our common stock;
| | - | -------------------------------------------

| | · | change in environmental and other governmental regulations;
| | - | -----------------------------------------------------------

| | · | the prices of oil and gas;
| | - | --------------------------

| | · | announcements relating to our business or the business of our competitors;
| | - | --------------------------------------------------------------------------

| | · | our liquidity; and
| | - | ------------------

| | · | our ability to raise additional funds.
| | - | --------------------------------------



These and other factors
are largely beyond our control, and the impact of these risks, singly or in the aggregate, may result in material adverse changes
to the market price of our common stock and our results of operations and financial condition.



Our operating results may fluctuate
significantly, and these fluctuations may cause the price of our common stock to decline.



Our operating results
will likely vary in the future primarily as the result of fluctuations in our revenues and operating expenses, including the coming
to market of oil and gas reserves that we are able to discover and develop, expenses that we incur, the prices of oil and gas in
the commodities markets and other factors. If our results of operations do not meet the expectations of current or potential investors,
the price of our common stock may decline.



We have never paid a common stock
dividend and will not pay any dividends for the foreseeable future.



We have never paid
a dividend nor made a distribution on our common stock. Further, we may never achieve a level of profitability that would permit
payment of dividends or making other forms of distributions to common stockholders. In any event, given the stage of our development,
it will likely be a long period of time before we could be in a position to pay dividends or distributions to our investors. The
payment of any future dividends will be at the sole discretion of the Board. In this regard, we currently intend to retain earnings
to finance the expansion of our business and do not anticipate paying dividends in the foreseeable future.





45







We may issue additional stock without
stockholder consent.



Our Board of Directors
has authority, without action or vote of the stockholders, to issue all or part of our authorized but unissued shares. Additional
shares may be issued in connection with future financing, acquisitions, employee stock plans, or otherwise. Any such issuance will
dilute the percentage ownership of existing stockholders.



If we were to issue preferred stock,
the rights of holders of our common stock and the value of such common stock could be adversely affected.



Our Board of Directors
is authorized to issue classes or series of preferred stock, without any action on the part of the stockholders. The Board of Directors
also has the power, without stockholder approval, to set the terms of any such classes or series of preferred stock, including
voting rights, dividend rights and preferences over the common stock with respect to dividends or upon the liquidation, dissolution
or winding-up of our business and other terms. If we issue preferred stock in the future that has a preference over the common
stock, with respect to the payment of dividends or upon liquidation, dissolution or winding-up, or if we issue preferred stock
with voting rights that dilute the voting power of the common stock, the rights of holders of the common stock or the value of
the common stock would be adversely affected.





ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS



The following summarizes all
sales of our unregistered securities during the quarterly period ended June 30, 2012. The securities listed in each of the below
referenced transactions were (i) issued without registration and (ii) were issued in reliance on the private offering exemptions
contained in Sections 4(2), 4(5) and/or 3(b) of the Securities Act and on Regulation D promulgated thereunder, and in reliance
on similar exemptions under applicable state laws as a transaction not involving a public offering. No placement or underwriting
fees were paid in connection with these transactions. Proceeds from the sales of these securities were used for general working
capital purposes. The securities are deemed restricted securities for purposes of the Securities Act.











46









Sales of Common Stock





In April 2012, the Company issued
500,000 shares of common stock to a consultant of the Company as compensation for services valued at $125,000 or $0.25 per
share. The shares were fully vested on the date of grant. The entire amount of this common stock issuance was expensed in
April 2012. In addition, as compensation for consulting services, the Company granted the consultant warrants to purchase up
to 5,000,000 shares of common stock at five different exercise prices: $0.25, $0.50, $0.75, $1.00 and $1.25 for each
1,000,000 warrants. The warrants vest at the rate of 625,000 per quarter for two years. The warrants will expire on March 31,
2015. These warrants were valued under the Black-Scholes valuation model based on the factors present at the time the
warrants were granted (see Note 10). These warrants will be expensed over the two-year vesting period.



In April 2012, the Company issued 215,000
shares of common stock to two existing investors for cash of $53,750 or $0.25 per share.



In April 2012, the Company issued 440,000
shares of common stock to an existing investor for cash of $110,000 or $0.25 per share.



In April 2012, the Company issued 100,000
shares of common stock to an existing investor for cash of $25,000 or $0.25 per share.



In April 2012, the Company issued 100,000
shares of common stock to an existing investor for cash of $25,000 or $0.25 per share.



In April 2012, a note holder exercised
rights to convert a $25,000 convertible note payable at $0.22 per share, into 113,636 shares of the Company’s common stock.



In May 2012, the Company issued 100,000
shares of common stock to an unaffiliated investor for cash of $25,000 per $0.25 per share.



In May 2012, the Company issued 10,000
shares of common stock to an unaffiliated investor for consulting services valued at $2,500 or $0.25 per share. The shares were
fully vested on the date of grant. The entire amount of this issuance was expensed in May 2012.



In May 2012, the Company issued 400,000
shares of common stock to an unaffiliated investor for cash of $100,000 or $0.25 per share.





47









In May 2012, the Company issued 100,000
shares of common stock to an unaffiliated investor for cash of $25,000 per $0.25 per share.



In May 2012, a note holder exercised rights
to convert a $100,000 convertible note payable at $0.25 per share into 400,000 shares of the Company’s common stock.



In May 2012, Mr. Gowdy voluntarily agreed
to return to the Company 250,000 shares of the Company’s common stock valued at $62,500 or $0.25 per share, to offset a
portion of the independent audit fees recently incurred by the Company to complete the 2010 audit of Freedom required by Rule 8-04
of Regulation S-X of the Exchange Act. The shares were returned to the Company as treasury shares and subsequently cancelled.



In May 2012, the Company issued 40,000
shares of common stock to two consultants of the Company for services valued at $10,000 or $0.25 per share. These shares were fully
vested on the date of grant. The entire amount of this issuance was expensed in May 2012.



In May 2012, the Company issued 100,000
shares of common stock to an employee of the Company, valued at $25,000 or $0.25 per share. The shares
were fully vested on the date of the grant. The entire amount of this Stock award was expensed in May 2012.



In June 2012, the Company issued 400,000
shares of common stock to an unaffiliated investor for cash of $100,000 or $0.25 per share.



In June 2012, the Company issued 620,000
shares of common stock to an unaffiliated investor for cash of $155,000 or $0.25 per share.



In June 2012, the Company issued 380,000
shares of common stock to an unaffiliated investor for cash of $95,000 or $0.25 per share.



In June 2012, the Company issued
500,000 shares of common stock to a consultant of the Company as compensation for services valued at $125,000 or $0.25 per
share. The shares were fully vested on the date of grant. The entire amount of this common stock issuance was expensed in
June 2012. In addition, as compensation for consulting services, the Company granted the consultant warrants to purchase up
to 1,500,000 shares of common stock at three different exercise prices: $0.50, $0.75 and $1.00 for each 500,000 warrants. The
warrants vest at the rate of 187,500 per quarter for two years. The warrants will expire on June 14, 2015. These warrants
were valued under the Black-Scholes valuation model based on the factors present at the time the warrants were granted (see
Note 10). These warrants will be expensed over the two-year vesting period.



In June 2012, the Company issued 71,929
shares of common stock to MacKov, a related party, related to the exercise of warrants in settlement of interest outstanding on
a note payable. The exercise price was $11,509 or $0.16 per share (see Note 7 in the Notes to the Condensed Consolidated Financial
Statements).



In June 2012, the Company
entered into an agreement (the “Skyline Oil Agreement”) with Skyline Oil, LLC (“Skyline Oil”), whereby the
Company gave Skyline Oil (i) all of its interest in the Chad Wood Lease located in Central Utah; (ii) a 44.5% working
interest in the Moroni #1-AXZH Well plus 320 surrounding acres; and (iii) a 15% working interest in 4,680 acres of the
Independence Project, and in exchange Skyline Oil gave the Company (i) $1.6 million in cash; (ii) 2,000,000 shares of the
Company’s common stock valued at $500,000 or $0.25 per share; and (iii) a 5% working interest in an additional 15,000
acres in a new Independence Project. The 2,000,000 shares  were returned to the Company as treasury shares and were
subsequently cancelled.



In June 2012, a note holder exercised its
rights to convert a $250,000 convertible note payable at $0.25 per share into 1,000,000 shares of the Company’s common stock.



In June 2012, the Company issued 12,000
shares of common stock to a consultant of the Company for services valued at $3,000 or $0.25 per share. These shares were fully
vested on the date of grant. The entire amount of this issuance was expensed in June 2012.







48









Convertible Note Issuances



In April 2012, two
$50,000 convertible notes payable to two unaffiliated investors were consolidated into one $100,000 convertible note payable
to one unaffiliated investor, at the request of both investors in connection with a transaction involving the purchase by one
investor of the convertible note held by the other investor.



In April 2012, a note holder exercised
rights to convert a $25,000 convertible note payable at $0.22 per share, into 113,636 shares of the Company’s common stock
and received warrants to purchase up to 400,000 shares of common stock with an exercise price of $0.50 per share, which expire
on April 17, 2012.



In May 2012, a note holder exercised rights
to convert a $100,000 convertible note payable at $0.25 per share, into 400,000 shares of the Company’s common stock.



In June 2012, the Company entered into an agreement with a note
holder relating to a convertible note payable in the amount of $1,080,000, pursuant to which the note holder (i) exercised its
option to convert $250,000 of the outstanding note amount at $0.25 per share into 1,000,000 shares of the Company’s common
stock; (ii) exchanged $80,000 of the outstanding note amount for a 5% Working Interest in the Perth Project; and (iii) exchanged
the remaining outstanding note amount of $750,000 for a Note Payable at 10% interest per annum, due June 2014.



In June 2012, the Company paid $248,000 to a note holder in
satisfaction of a convertible note payable, which was originally issued by the Company in January 2012.



In June 2012, the Company entered into an agreement with a note
holder to refinance a convertible note payable in the amount of $367,500 into a note payable due June 2014, of like principal amount,
carrying interest at a rate of 10% interest per annum, and calling for monthly payments of $3,200.





Warrant Issuances





In April 2012, as compensation for consulting
services, the Company granted warrants to a consultant of the Company to purchase up to 5,000,000 shares of common stock at five
different exercise prices:  $0.25, $0.50, $0.75, $1.00 and $1.25 for each 1,000,000 warrants. The warrants will expire on March
31, 2015.



49









In April 2012, the Company granted warrants
to two existing investors to purchase up to 215,000 shares of common stock with an exercise price of $0.50 per share, which expire
on April 4, 2015.



In April 2012, the Company granted warrants
to an existing investor to purchase up to 440,000 shares of common stock with an exercise price of $0.50 per share, which expire
on April 17, 2015.



In April 2012, the Company granted warrants
to an existing investor to purchase up to 100,000 shares of common stock with an exercise price of $0.50 per share, which expire
on April 19, 2015.



In April 2012, the Company granted warrants
to an existing investor to purchase up to 100,000 shares of common stock with an exercise price of $0.50 per share, which expire
on April 21, 2015.



In May 2012, the Company granted warrants
to an unaffiliated investor to purchase up to 100,000 shares of common stock with an exercise price of $0.50 per share, which expire
on April 30, 2015.



In May 2012, the Company granted warrants
to four unaffiliated and two affiliated investors to purchase up to 2,298,000 shares of common stock with an exercise price of
$0.25 per share, which expire on May 16, 2015.



In May 2012, the Company granted warrants
as compensation for services to a consultant to purchase up to 70,000 shares of common stock with an exercise price of $0.25 per
share, which expire on May 21, 2015.



In May 2012, the Company granted warrants
to an unaffiliated investor to purchase up to 400,000 shares of common stock with an exercise price of $0.50 per share, which expire
on April 30, 2015.



In May 2012, the Company granted warrants
to an unaffiliated investor to purchase up to 100,000 shares of common stock with an exercise price of $0.50 per share, which expire
on May 15, 2015.



In May 2012, the Company granted warrants
to an existing investor to purchase up to 400,000 shares of common stock with an exercise price of $0.50 per share, which expire
on May 21, 2015.



In June 2012, the Company granted warrants
as compensation for services to a consultant to purchase up to 70,000 shares of common stock with an exercise price of $0.25 per
share, which expire on June 5, 2015.



In June 2012, the Company granted warrants
to an unaffiliated investor to purchase up to 400,000 shares of common stock with an exercise price of $0.50 per share, which expire
on June 14, 2015.



In June 2012, the Company granted warrants
to an unaffiliated investor to purchase up to 620,000 shares of common stock with an exercise price of $0.50 per share, which expire
on June 5, 2015.



In June 2012, the Company granted warrants
to an unaffiliated investor to purchase up to 380,000 shares of common stock with an exercise price of $0.50 per share, which expire
on June 5, 2015.



In June 2012, the Company granted as compensation
for services to a consultant warrants to purchase up to 1,500,000 shares of common stock at three different exercise prices: $0.50,
$0.75 and $1.00 for each 500,000 warrants. The warrants vest at the rate of 187,500 per quarter for two years. The warrants will
expire on June 14, 2015.









ITEM 5.    OTHER INFORMATION







On June 28, 2012, the Company entered into
an agreement (the “Skyline Oil Agreement”) with Skyline Oil, LLC (“Skyline Oil”), whereby the Company gave
Skyline Oil (i) all of its interest in the Chad Wood Lease located in Central Utah; (ii) a 44.5% working interest in the Moroni
#1-AXZH Well plus 320 surrounding acres; and (iii) a 15% working interest in 4,680 acres of the Independence Project, and in exchange
Skyline Oil gave the Company (i) $1.6 million in cash; (ii) 2,000,000 shares of the Company’s common stock valued at $500,000
or $0.25 per share; and (iii) a 5% working interest in an additional 15,000 acres in a new Independence Project. The $500,000 from
the return of 2,000,000 shares of common stock was treated as a return of capital and the remaining Independence Project unproved
properties are now valued at $422,865. Following this transaction, the Company now owns a 5% working interest in 19,680 acres in
the new Independence Project and a 5% working interest in the Moroni #1-AXZH Well plus 320 surrounding acres.



The foregoing description of the Skyline Oil Agreement is only
a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Skyline Oil
Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.







50







ITEM 6.    EXHIBITS



The list of exhibits in the Exhibit Index
to this quarterly report is incorporated herein by reference.



SIGNATURES



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



|                        | RICHFIELD OIL & GAS COMPANY
|----------------------- | ---------------------------
|                        |                            
|Dated:  August 14, 2012 | By:                        
|                        |                            
|                        |                            



|Dated:  August 14, 2012 | By: | /s/ GLENN G. MACNEIL   
|----------------------- | --- | -----------------------
|                        |     | Glenn G. MacNeil.      
|                        |     | Chief Financial Officer



51







EXHIBIT INDEX



|Exhibit  |                                                                                                    
|-------- | ---------------------------------------------------------------------------------------------------
|Number   | Description                                                                                        
|         |                                                                                                    
|10.1†    | Letter Agreement, dated June 28, 2012, between Richfield Oil & Gas Company and Skyline Oil, LLC.   
|         |                                                                                                    
|31.1     | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|         |                                                                                                    
|31.2     | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|         |                                                                                                    
|32.1     | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|         |                                                                                                    
|32.2     | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|         |                                                                                                    
|101.INS* | XBRL Instance Document                                                                             
|         |                                                                                                    
|101.SCH* | XBRL Taxonomy Extension Schema Document                                                            
|         |                                                                                                    
|101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document                                              
|         |                                                                                                    
|101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document                                               
|         |                                                                                                    
|101.LAB* | XBRL Taxonomy Extension Label Linkbase Document                                                    
|         |                                                                                                    
|101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document                                             
|         |                                                                                                    
|*        | To be filed by amendment.                                                                          
|         |                                                                                                    
|†        | Confidential treatment has been requested for portions of this exhibit.                            









52