UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



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



For the quarterly period ended March 31, 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  ̈    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 284,316,661 shares of common
stock outstanding as of May 15, 2012.











TABLE OF CONTENTS





|                                 |                                                                                       | Page
|-------------------------------- | ------------------------------------------------------------------------------------- | ----
|                                 |                                                                                       |     
|PART I.    FINANCIAL INFORMATION | 2                                                                                    
|                                 |                                                                                       |     
|Item 1.                          | Financial Statements (Unaudited)                                                      | 2   
|                                 |                                                                                       |     
|Item 2.                          | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22  
|                                 |                                                                                       |     
|Item 3.                          | Quantitative and Qualitative Disclosures About Market Risk                            | 30  
|                                 |                                                                                       |     
|Item 4.                          | Controls and Procedures                                                               | 30  
|                                 |                                                                                       |     
|PART II.    OTHER INFORMATION    | 31                                                                                   
|                                 |                                                                                       |     
|Item 1.                          | Legal Proceedings                                                                     | 31  
|                                 |                                                                                       |     
|Item 1A.                         | Risk Factors                                                                          | 32  
|                                 |                                                                                       |     
|Item 2.                          | Unregistered Sales of Equity Securities and Use of Proceeds                           | 42  
|                                 |                                                                                       |     
|Item 5.                          | Other Information                                                                     | 45  
|                                 |                                                                                       |     
|Item 6.                          | Exhibits                                                                              | 45  
|                                 |                                                                                       |     
|SIGNATURES                       | 45                                                                                   







1







PART I. FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Condensed Consolidated Balance Sheets
(Unaudited)

March 31, 2012 and December 31, 2011



|                                                                                                                                                    |  | March 31, |             |   | December 31, |  
|--------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------- | ----------- | - | ------------ | -
|                                                                                                                                                    |  | 2012      |             |   | 2011         |  
|ASSETS                                                                                                                                              |  |           |             |   |              |  
|Current assets                                                                                                                                      |  |           |             |   |              |  
|Cash and cash equivalents                                                                                                                           |  | $         | 161,894     |   |              | $
|Accounts receivables, (net of allowances of $135,453 and $0)                                                                                        |  |           | 316,558     |   |              |  
|Deposits and prepaid expenses                                                                                                                       |  |           | 516,691     |   |              |  
|Other current assets                                                                                                                                |  |           | 16,245      |   |              |  
|Total current assets                                                                                                                                |  |           | 1,011,388   |   |              |  
|                                                                                                                                                    |  |           |             |   |              |  
|Properties and equipment, at cost - successful efforts method:                                                                                      |  |           |             |   |              |  
|Proved properties, including wells and related equipment                                                                                            |  |           | 4,353,308   |   |              |  
|Unproved properties                                                                                                                                 |  |           | 12,192,268  |   |              |  
|Accumulated depletion, depreciation, and amortization                                                                                               |  |           | (747,027    | ) |              |  
|                                                                                                                                                    |  |           | 15,798,549  |   |              |  
|                                                                                                                                                    |  |           |             |   |              |  
|Other properties and equipment                                                                                                                      |  |           | 197,615     |   |              |  
|Accumulated depreciation                                                                                                                            |  |           | (163,939    | ) |              |  
|                                                                                                                                                    |  |           | 33,676      |   |              |  
|                                                                                                                                                    |  |           |             |   |              |  
|Other assets                                                                                                                                        |  |           | 30,030      |   |              |  
|                                                                                                                                                    |  |           |             |   |              |  
|Total assets                                                                                                                                        |  | $         | 16,873,643  |   |              | $
|                                                                                                                                                    |  |           |             |   |              |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                |  |           |             |   |              |  
|Current liabilities                                                                                                                                 |  |           |             |   |              |  
|Accounts payable                                                                                                                                    |  | $         | 1,499,937   |   |              | $
|Accrued expenses and other payables                                                                                                                 |  |           | 1,065,111   |   |              |  
|Current portion of notes payable                                                                                                                    |  |           | 1,060,855   |   |              |  
|Current portion of convertible notes payable                                                                                                        |  |           | 3,273,060   |   |              |  
|Current portion of capital leases                                                                                                                   |  |           | 36,283      |   |              |  
|Due to directors                                                                                                                                    |  |           | 22,397      |   |              |  
|Due to related parties                                                                                                                              |  |           | 288,800     |   |              |  
|Total current liabilities                                                                                                                           |  |           | 7,246,443   |   |              |  
|                                                                                                                                                    |  |           |             |   |              |  
|Long-term liabilities                                                                                                                               |  |           |             |   |              |  
|Notes payable, net of current portion                                                                                                               |  |           | 22,237      |   |              |  
|Capital lease obligation, net of current portion                                                                                                    |  |           | 6,370       |   |              |  
|Asset retirement obligations                                                                                                                        |  |           | 355,212     |   |              |  
|Total long-term liabilities                                                                                                                         |  |           | 383,819     |   |              |  
|                                                                                                                                                    |  |           |             |   |              |  
|Total liabilities                                                                                                                                   |  | $         | 7,630,262   |   |              | $
|                                                                                                                                                    |  |           |             |   |              |  
|Stockholders' equity                                                                                                                                |  |           |             |   |              |  
|Preferred stock, par value $.001; 50,000,000 authorized, (0 shares outstanding)                                                                     |  | $         | -           |   |              | $
|Common stock, par value $.001; 450,000,000 authorized, (3/31/2012 – 282,338,025 shares outstanding and 12/31/2011 - 270,886,947 shares outstanding) |  |           | 282,338     |   |              |  
|Additional paid-in capital - common stock                                                                                                           |  |           | 33,640,642  |   |              |  
|Accumulated deficit                                                                                                                                 |  |           | (24,679,599 | ) |              |  
|Total stockholders' equity                                                                                                                          |  | $         | 9,243,381   |   |              | $
|                                                                                                                                                    |  |           |             |   |              |  
|Total liabilities and stockholders' equity                                                                                                          |  | $         | 16,873,643  |   |              | $



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 Months Ended March 31,
2012 and 2011



|                                                        |  | 3 Months Ended |            
|------------------------------------------------------- |  | -------------- | -----------
|                                                        |  | March 31,      |            
|                                                        |  | 2012           |            
|Revenues                                                |  |                |            
|Oil and natural gas sales                               |  | $              | 219,861    
|Other                                                   |  |                | -          
|Total revenues                                          |  |                | 219,861    
|                                                        |  |                |            
|Operating expenses                                      |  |                |            
|Production expenses                                     |  |                | 257,741    
|Production taxes                                        |  |                | 7,774      
|Exploration                                             |  |                | 89,844     
|Lease impairments                                       |  |                | 13,997     
|Depletion, depreciation, amortization and accretion     |  |                | 52,474     
|General and administrative expenses                     |  |                | 1,729,274  
|Gain on sale of assets                                  |  |                | (20,271    
|Total expenses                                          |  |                | 2,130,833  
|                                                        |  |                |            
|Loss from operations                                    |  |                | (1,910,972 
|                                                        |  |                |            
|Other income (expenses)                                 |  |                |            
|Gain (loss) on settlement of liabilities                |  |                | 35         
|Interest and finance expenses                           |  |                | (242,042   
|Interest income                                         |  |                | 24,846     
|Total other income (expenses)                           |  |                | (217,161   
|                                                        |  |                |            
|Loss before income taxes                                |  |                | (2,128,133 
|                                                        |  |                |            
|Income tax benefit                                      |  |                | -          
|                                                        |  |                |            
|Net loss                                                |  | $              | (2,128,133 
|                                                        |  |                |            
|Net loss per common share - basic and diluted           |  |                | (0.01      
|                                                        |  |                |            
|Weighted average shares outstanding – basic and diluted |  |                | 273,696,352



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 Three Months Ended March 31,
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 200,000 common
    stock for consultants' compensation (valued between $0.16 and $0.25 per share)                  |  |                 | - |  |              |   | - |            |  |   | -      | 
|                                                                                                                          |  |                 |   |  |              |   |   |            |  |   |        | 
|Sale of 4,947,750 common
    stock 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 3,750,000 common
    stock for directors' compensation (valued at $0.25 per share)                                 |  |                 | - |  |              |   | - |            |  |   | -      | 
|                                                                                                                          |  |                 |   |  |              |   |   |            |  |   |        | 
|Issued warrants with debt
    as a debt discount                                                                          |  |                 | - |  |              |   | - |            |  |   | -      | 
|                                                                                                                          |  |                 |   |  |              |   |   |            |  |   |        | 
|Net
    income (loss) for the three month period                                                                          |  |                 | - |  |              |   | - |            |  |   | -      | 
|                                                                                                                          |  |                 |   |  |              |   |   |            |  |   |        | 
|Balance
    - March 31, 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 Three Months Ended March 31,
2012 and 2011



|                                                                                                                                                      |  | 3 Months Ended |           
|----------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ----------
|                                                                                                                                                      |  | March, 31,     |           
|                                                                                                                                                      |  | 2012           |           
|Cash flows from operating activities:                                                                                                                 |  |                |           
|Net loss                                                                                                                                              |  | $              | (2,128,133
|Adjustments to reconcile net loss to net cash provided by (used in) operating activities:                                                             |  |                |           
|                                                                                                                                                      |  |                |           
|Depletion, depreciation, amortization and accretion                                                                                                   |  |                | 52,474    
|Accretion of debt                                                                                                                                     |  |                | 20,724    
|Loss (gain) on settlement of liabilities                                                                                                              |  |                | (35       
|Amortization of pre-paid interest                                                                                                                     |  |                | 45,959    
|Lease impairments                                                                                                                                     |  |                | 13,997    
|Gain on sale of assets                                                                                                                                |  |                | (20,271   
|Amortization of debt discounts                                                                                                                        |  |                | 62,647    
|Issuance of common stock for other expenses                                                                                                           |  |                | -         
|Issuance of common stock for interest                                                                                                                 |  |                | 18,000    
|Issuance of common stock for services                                                                                                                 |  |                | 978,500   
|                                                                                                                                                      |  |                |           
|Changes in operating assets and liabilities:                                                                                                          |  |                |           
|Decrease (increase) in accounts receivables                                                                                                           |  |                | 91,863    
|Decrease (increase) in deposits and prepaid expenses                                                                                                  |  |                | (266,821  
|Decrease (increase) in other assets                                                                                                                   |  |                | (12       
|Increase (decrease) in accounts payable                                                                                                               |  |                | 121,479   
|Increase (decrease) in accrued expenses and other payables                                                                                            |  |                | 185,627   
|Increase (decrease) in due to directors                                                                                                               |  |                | (5,537    
|Increase (decrease) in due to related parties                                                                                                         |  |                | 3,595     
|Net cash provided by (used in) operating activities                                                                                                   |  |                | (825,944  
|                                                                                                                                                      |  |                |           
|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                                                                           |  |                | (366,586  
|Proceeds from sale of assets                                                                                                                          |  |                | 219,568   
|Net cash provided by (used in) investing activities                                                                                                   |  |                | (147,018  
|                                                                                                                                                      |  |                |           
|Cash flows from financing activities:                                                                                                                 |  |                |           
|Proceeds from notes payable                                                                                                                           |  |                | 100,000   
|Payments on notes payable                                                                                                                             |  |                | (19,727   
|Payments on capital lease obligation                                                                                                                  |  |                | (8,574    
|Proceeds from issuance of common stock and warrants - net of issuance costs                                                                           |  |                | 1,026,000 
|Net cash provided by financing activities                                                                                                             |  |                | 1,097,699 
|                                                                                                                                                      |  |                |           
|Net increase in cash and cash equivalents                                                                                                             |  |                | 124,737   
|                                                                                                                                                      |  |                |           
|Cash and cash equivalents - beginning of period                                                                                                       |  |                | 37,157    
|                                                                                                                                                      |  |                |           
|Cash and cash equivalents - end of period                                                                                                             |  | $              | 161,894   
|                                                                                                                                                      |  |                |           
|Supplemental disclosure of cash flow information:                                                                                                     |  |                |           
|Cash paid during the period for interest                                                                                                              |  | $              | 1,608     
|                                                                                                                                                      |  |                |           
|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 including notes payable                                                                                            |  | $              | -         
|Payment of pre-paid expenses through issuance of common stock                                                                                         |  | $              | -         
|Conversion of accounts payable and other payables through issuance of note payable                                                                    |  | $              | -         
|Payment of accounts payable through issuance of common stock                                                                                          |  | $              | 100,000   
|Conversion of notes payable and other payables through issuance of commn stock                                                                        |  | $              | -         
|Conversion of notes payable through issuance of convertible notes payable                                                                             |  | $              | 1,328,000 
|Capitalized asset retirement obligations                                                                                                              |  | $              | -         
|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 for and 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 has over 20,000 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 three months ended March 31, 2012 of $2,128,133 and a net loss for the year ended December 31, 2011 of $9,613,034, and has
an accumulated deficit of $24,679,599, at March 31, 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 is actively seeking a loan secured by the Company’s oil and gas properties,
as well as additional private placements of equity securities.  The expected loan and equity private placements will
provide the needed funds for continued operations and drilling programs. The Company is also seeking partners for participation
in Company owned 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, consisting of normal recurring accruals 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 at 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 our estimates on an on-going basis and bases our 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 our estimates
are reasonable. The Company’s activities are accounted for under the successful efforts method.



Reclassifications

The Company has expanded certain line items
within the current period financial statements, and certain prior period balances were reclassified to conform to the current period
presentation accordingly. 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”)
are 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 three months ended March 31, 2012 and 2011, the potentially dilutive shares are anti-dilutive and are thus not added into
the loss per share calculations. As of March 31, 2012 and 2011, there were 30,175,430 and 14,067,824 potentially dilutive shares,
respectively.



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 March 31, 2012, 30% of
the accounts receivable balance resulted from one entity. For the three months ended March 31, 2012 and 2011, all of the revenues
resulted from producing wells in Kansas.



7







RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Notes to Condensed Consolidated Financial
Statements (Unaudited)



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. As of March 31, 2012 the final allocation of the purchase price is as follows:



|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 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 three months ended
March 31, 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.



8







RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Notes to Condensed Consolidated Financial
Statements (Unaudited)



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.



Divestitures



Divestitures for the three months ended
March 31, 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.



9







RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Notes to Condensed Consolidated Financial
Statements (Unaudited)



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 which was the fair value of the stock
at the date of the transaction. The shares issued were fully vested on the date of the grant and the value of services received
was expensed in the three months ended March 31, 2012.



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 issue 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 on the date of the grant. The $18,000 of accrued interest was expensed in the
three months ended March 31, 2012. 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 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).





10







RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Notes to Condensed Consolidated Financial
Statements (Unaudited)



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 on
the date of the grant. The entire amount of this stock award was expensed in the three months ended March 31, 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 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 at March 31, 2012, MHPBT has working
interest in oil and gas properties that the Company controls which include, 2.00% before payout (“BPO”) and 22.00%
after payout (“APO”) in the Liberty #1 Well and Liberty Project and 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 and Liberty Project and Fountain Green Project properties were acquired by MHPBT from third parties prior to the formation
of the Company.



As at March 31, 2012, Zions has working
interests in oil and gas properties that the Company controls which include, 1.00% working interest in the Moroni #1-AXZH Well
and the 320 acres leasehold and a 3.00% working interest in the Koelsch Field. All of the working interests owned by Zions were
acquired from the Company in February and March 2012 on the same terms as other independent third party transactions as disclosed
in Note 7 A i below.



As of March 31, 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 three months ended March 31, 2012, the D. Mack Trust has received $1,850 in royalties relating to ORRIs from the Kansas
leases.



As of March 31, 2012 the Liberty Project
remains undeveloped and no royalty revenues have been generated from this property. In addition, no revenues were received by MHPBT,
Zions and D. Mack Trust from any of the working interest they own in any of the above noted oil and gas properties during the three
months ended March 31, 2012.



The following related-party transactions
occurred with Zions during the three months ended March 31, 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 Company independent
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 Company independent third party transactions that were completed in December 2011 and March 2012.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





11









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 three months ended March 31, 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 earned $40,000 for transitional related
consulting services from January 1, 2012 to March 31, 2012, of which $20,000 is unpaid as of March 31, 2012.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ii. | Subsequent to the three months ended March 31, 2012, Mr. Gowdy earned $10,000 for services
for the month of April 2012. Mr. Gowdy’s service contract with the Company ended April 30, 2012.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



MacKov Investments
Limited (“MacKov”), a company which is a Canadian control 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 at March 31, 2012, MacKov has a working interest 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; (iii) MacKov owns a 0.50% working interest in the Moroni #1-AXZH Well and the 320 acres leasehold
prospect which was purchased from the Company in February 2012 on the same terms as other independent third party transactions
as disclosed in 7 C ii below; and (iv) 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. (v) 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; (vi) 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. For the three months
ended March 31, 2012, MacKov has received $655 in royalties relating to ORRI from the Kansas leases. As of March 31, 2012 the
Liberty Project remains undeveloped and no royalty revenues have been generated from this property. In addition, no revenues were
received by MacKov from any of the working interest it owns in any of the above noted oil and gas properties during the three
months ended March 31, 2012. The following related-party transactions occurred with MacKov during the three months ended March
31, 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.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 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.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



12







RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Notes to Condensed Consolidated Financial
Statements (Unaudited)



| | iii. | From January 1, 2012 to March 31, 2012, MacKov billings for fees for services and travel allowance
to the Company totaled $49,500. During the period, the Company paid $65,905 to MacKov for these billings and for billings owed
as of December 31, 2011. As of March 31, 2012, $26,902 is due to MacKov relating to unpaid fees and travel allowances.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



Joseph P. Tate became a Director of
the Company effective March 31, 2012. As of March 31, 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 by 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 12.50% landowner royalty interest revenues related to hydrocarbons produced by the Company on these oil and
gas leases. During the three months ended March 31, 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 by the issuance of 472,000 share 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 of 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.



NOTE 8     NOTES
PAYABLE



Notes Payable consists of the following
notes:



13







RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Notes to Condensed Consolidated Financial
Statements (Unaudited)





|                                                                                                                                          |  | March 31, |           |  | December 31, |  
|----------------------------------------------------------------------------------------------------------------------------------------- |  | --------- | --------- |  | ------------ | -
|                                                                                                                                          |  | 2012      |           |  | 2011         |  
|Note Payable interest at 12%, due June 2012, secured by 5% working interest in certain Fountain Green Project Leases                      |  | $         | -         |  |              | $
|                                                                                                                                          |  |           |           |  |              |  
|Note Payable interest at 18%, due on demand, secured by Mai, Johnson and Gorham, Kansas leases                                            |  |           | 76,117    |  |              |  
|                                                                                                                                          |  |           |           |  |              |  
|Note Payable to Land Rover Capital Group, monthly payments of $1,949 including interest at 7.5% through November 2013, secured by vehicle |  |           | 41,934    |  |              |  
|                                                                                                                                          |  |           |           |  |              |  
|Note Payable interest at 10%, due June 2012, unsecured                                                                                    |  |           | -         |  |              |  
|                                                                                                                                          |  |           |           |  |              |  
|Note Payable interest at 10%, due on demand, secured by 10% working interest in certain Fountain Green Project Leases                     |  |           | 700,000   |  |              |  
|                                                                                                                                          |  |           |           |  |              |  
|Note Payable for $152,514 with interest at 2.0% monthly, due April 2012, unsecured - net of discount                                      |  |           | 144,873   |  |              |  
|                                                                                                                                          |  |           |           |  |              |  
|Note Payable, monthly payments of $1,500 with interest at 0%, due May 2013, unsecured                                                     |  |           | 20,168    |  |              |  
|                                                                                                                                          |  |           |           |  |              |  
|Note Payable with $5,000 finance fee, due on demand with interest at 3% monthly beginning February 29, 2012, unsecured                    |  |           | 50,000    |  |              |  
|                                                                                                                                          |  |           |           |  |              |  
|Note Payable with $5,000 finance fee, due on demand with interest at 3% monthly beginning February 29, 2012, unsecured                    |  |           | 50,000    |  |              |  
|                                                                                                                                          |  |           |           |  |              |  
|Total Notes Payable                                                                                                                       |  |           | 1,083,092 |  |              |  
|Less: Current Portion (includes demand notes)                                                                                             |  |           | 1,060,855 |  |              |  
|Long-Term Portion                                                                                                                         |  | $         | 22,237    |  |              | $





14







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:





|                                                                                                                                                                                                                                                             |  | March 31, |           |  | December 31, |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------- | --------- |  | ------------ | -
|                                                                                                                                                                                                                                                             |  | 2012      |           |  | 2011         |  
|Note Payable interest at 8%, due June 2012, convertible into common shares of the Company, at a conversion rate of $0.25 per common share, and is secured by a 1.0% working interest in certain Fountain Green Project leases.                               |  | $         | 367,500   |  |              | $
|                                                                                                                                                                                                                                                             |  |           |           |  |              |  
|Note Payable interest at 12%, due June 2012, 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%, 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 (see Note 17). |  |           | 1,300,000 |  |              |  
|                                                                                                                                                                                                                                                             |  |           |           |  |              |  
|Note Payable interest at 12%, due June 2012, convertible into common shares of the Company at a conversion rate of $0.25 per common share, secured by 5% working interest in certain Fountian Green Project leases.                                          |  |           | 1,080,000 |  |              |  
|                                                                                                                                                                                                                                                             |  |           |           |  |              |  
|Note Payable interest at 10%, due June 2012, convertible into common shares of the Company at a conversion rate of $0.25 per common share, unsecured.                                                                                                        |  |           | 248,000   |  |              |  
|                                                                                                                                                                                                                                                             |  |           |           |  |              |  
|Note Payable interest at 10%, due June 2012, convertible into common shares of the Company at a conversion rate of $0.25 per common share, unsecured.                                                                                                        |  |           | 100,000   |  |              |  
|                                                                                                                                                                                                                                                             |  |           |           |  |              |  
|Note payable interest at 5%, 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 load) per common share, unsecured.                                                      |  |           | 50,000    |  |              |  
|                                                                                                                                                                                                                                                             |  |           |           |  |              |  
|Note payable interest at 5%, 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 load) per common share, unsecured.                                                      |  |           | 50,000    |  |              |  
|                                                                                                                                                                                                                                                             |  |           |           |  |              |  
|Note Payable interest at 0%, due on demand, convertible into common shares of the Company at a conversion rate of $0.22 per common share, unsecured.                                                                                                         |  |           | 25,000    |  |              |  
|                                                                                                                                                                                                                                                             |  |           |           |  |              |  
|Total Convertible Notes Payable                                                                                                                                                                                                                              |  |           | 3,273,060 |  |              |  
|Less: Current Portion (includes demand notes)                                                                                                                                                                                                                |  |           | 3,273,060 |  |              |  
|Long-Term Portion                                                                                                                                                                                                                                            |  | $         | -         |  |              | $





NOTE 10     DUE
TO RELATED PARTIES



The Company has a due to related party
payable to MacKov in the amounts of $268,800 and $245,740 at March 31, 2012 and December 31, 2011, respectively. The $241,898
(net of debt discount of $13,011) amount as of March 31, 2012 and $202,433 (net of debt discount of $52,476) as of December 31,
2011 consists of a $254,909 note payable that is due April 2012 and bears monthly interest at 2.0%. The remaining amount is for
outstanding fees and unreimbursed travel allowances that are non-interest bearing and do not have set terms of repayment in the
amount of $26,902 and $43,307 at March 31, 2012 and December 31, 2011, respectively. In addition, as of March 31, 2012, the Company
had a related party payable to J. David Gowdy of $20,000 relating to unpaid transitional related consulting services. There were
no related party payables to Mr. Gowdy as of December 31, 2011.



15







RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Notes to Condensed Consolidated Financial
Statements (Unaudited)



NOTE 11     DUE
TO DIRECTORS



As of March 31, 2012, the Company has $22,397
due to the Company’s directors which consists of $15,645 due to Douglas C. Hewitt, Sr. and $6,752 due to Glenn G. MacNeil.
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.



NOTE 12     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 stock-based compensation
at the date of grant.  Warrant pricing models require the input of highly subjective assumptions, including the expected
price volatility.  For the 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 or relative fair value of the
warrants issued for services and debt holders is recognized as an expense over the vesting period.  There were warrants
to purchase 16,870,750 shares of common stock exercisable as of March 31, 2012 at $0.16 to $0.50 per share and expire at various
times between October 20, 2012 and March 29, 2015.



Warrants to Purchase Common Stock Granted
in 2012



On January 17, 2012, in conjunction
with the issuance of two $50,000 notes payable to unaffiliated investors, that were originally due February 29, 2012, the Company
granted warrants to purchase 400,000 shares of common stock, exercisable at $0.16 per share which expires on December 31, 2012.The total fair value of the warrants was calculated using the Black-Scholes valuation model based on factors present at
the time the warrants were granted. These warrants were totally vested at the time of the grant and
remain outstanding as of March 31, 2012.  The Company has determined the fair value of the issued warrants to be $20,724 which
was fully expensed during the three months ended March 31, 2012 based on the original term of the loan.



The following assumptions were used
for the Black-Scholes model:



|                    |  | January 17, 2012 |           
|------------------- |  | ---------------- | ----------
|Fair market value   |  | $                | 0.16      
|Exercise price      |  | $                | 0.16      
|                    |  |                  |           
|Risk free rates     |  |                  | 0.20      
|Dividend yield      |  |                  | 0.00      
|Expected volatility |  |                  | 85.08     
|Contractual term    |  |                  | 0.96 Years



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



|Fair value per warrant               |  | $ | 0.0518  | 
|------------------------------------ |  | - | ------- | 
|Total warrants granted               |  |   | 400,000 | 
|Total fair value of warrants granted |  | $ | 20,724  | 



16







RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Notes to Condensed Consolidated Financial
Statements (Unaudited)



Also, between
January 1, 2012 and March 31, 2012, the Company issued warrants to purchase 3,773,875 shares of common stock, at the time it issued
certain common stock for cash proceeds during the year (see Note 6) of which 1,171,875 have an exercisable price of $0.25 that
expires one year from date of issue; 2,000 have an exercisable price of $0.40 that expires one year from date of issue; and 2,600,000
have an exercisable price of $0.50 that expires three years from the date of issue.



The total outstanding warrants for the
period of December 31, 2011 through March 31, 2012 are 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                                      |  |          | 4,173,875  |  |                |   | 0.40 |               | 
|Exercised                                    |  |          | -          |  |                |   | -    |               | 
|Forfeited/Expired                            |  |          | -          |  |                |   | -    |               | 
|Warrants outstanding as of March 31, 2012    |  |          | 16,870,750 |  |                | $ | 0.27 |               | 



NOTE 13      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 three months ended
March 31, 2012 and the year ended December 31, 2011:



|                                                        |  | March 31, |         |   | December 31, |  
|------------------------------------------------------- |  | --------- | ------- | - | ------------ | -
|                                                        |  | 2012      |         |   | 2011         |  
|Beginning asset retirement obligation                   |  | $         | 350,243 |   |              | $
|Liabilities incurred for new wells placed in production |  |           | 5,874   |   |              |  
|Liabilities decreased for wells sold or plugged         |  |           | (1,960  | ) |              |  
|Accretion of discount on asset retirement obligations   |  |           | 1,055   |   |              |  
|Ending asset retirement obligations                     |  | $         | 355,212 |   |              | $



17







RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Notes to Condensed Consolidated Financial
Statements (Unaudited)



NOTE 14    CAPITAL
LEASE OBLIGATION



The Company leases well equipment under
an agreement which is classified as a capital lease.  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.  At March 31, 2012 and December
31, 2011, the remaining capital lease obligation was $42,653 and $51,227, respectively.



At March 31, 2012 and December 31, 2011,
well equipment acquired under capital leases totaled $154,155 and accumulated depreciation was $89,924 and $84,418, respectively.



NOTE 15     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 lease term was originally for three years beginning June 1, 2005. On June 1,
2008, the lease was extended for an additional 3 years until May 31, 2011, and amended on April 1, 2011 to extend the Premises
Lease until August 31, 2011. A new one-year lease agreement was effective as of September 1, 2011 with the option to renew annually
for two additional years. For the three months ended March 31, 2012 and 2011, the Premises Lease payments were $28,871 and $9,606,
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, 2012 to August 31, 2013 is an annualized obligation of $110,167 and 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 from Revco Leasing Company. The term of the lease is for 37 months commencing March 23, 2010.  The monthly
lease payment is $255. For the three months ended March 31, 2012 and 2011, the lease payments were $765.



NOTE 16     UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS



The following unaudited pro forma condensed
consolidated statement of operations aggregates the consolidated results of operations of the Company and the results of operations
of Freedom for the three months ended March 31, 2011, using the assumptions described in the following notes, giving effect to
the Freedom Acquisition as if the acquisition of Freedom had occurred as of January 1, 2011. The Freedom Acquisition was completed
on March 31, 2011.



The pro forma condensed consolidated financial
statements should be read in conjunction with the separate financial statements and related notes thereto of the Company and Freedom
as included in Amendment No. 2 to Form 10 to be filed with the SEC in May 2012. These pro forma financial statements are not necessarily
indicative of the consolidated results of operations which might have existed for the three months ended March 31, 2011 had the
acquisition occurred at the beginning of the year on January 1, 2011.



18









RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Notes to Condensed Consolidated Financial
Statements (Unaudited)





Unaudited Pro Forma Condensed Consolidated
Statement of Operations

For the Three Months Ended March 31, 2011



|                                                        |  | Richfield    |             |   | Freedom      |   |            |             |  |   |              |  
|------------------------------------------------------- |  | ------------ | ----------- | - | ------------ | - | ---------- | ----------- |  | - | ------------ | -
|                                                        |  | Three Months |             |   | Three Months |   |            |             |  |   |              |  
|                                                        |  | March 31,    |             |   | March 31,    |   |            | Pro Forma   |  |   | Pro Forma    |  
|                                                        |  | 2011         |             |   | 2011         |   |            | Adjustments |  |   | Consolidated |  
|Revenues                                                |  |              |             |   |              |   |            |             |  |   |              |  
|Oil and natural gas sales                               |  | $            | 256,498     |   |              | $ | -          |             |  | $ | -            |  
|Other                                                   |  |              | 6,018       |   |              |   |            |             |  |   |              |  
|Total revenues                                          |  |              | 262,516     |   |              |   | -          |             |  |   | -            |  
|                                                        |  |              |             |   |              |   |            |             |  |   |              |  
|Operating expenses                                      |  |              |             |   |              |   |            |             |  |   |              |  
|Production expenses                                     |  |              | 88,960      |   |              |   |            |             |  |   |              |  
|Production taxes                                        |  |              | 15,947      |   |              |   |            |             |  |   |              |  
|Exploration                                             |  |              | 29,955      |   |              |   | 96,553     |             |  |   |              |  
|Lease impairments                                       |  |              | 72,174      |   |              |   |            |             |  |   |              |  
|Depletion, depreciation, amortization and accretion     |  |              | 44,813      |   |              |   |            |             |  |   |              |  
|General and administrative expenses                     |  |              | 1,326,416   |   |              |   | 5,770,250  |             |  |   | (2,985,783   | )
|Gain on sale of oil and gas properties                  |  |              | (90,414     | ) |              |   |            |             |  |   |              |  
|Total expenses                                          |  |              | 1,487,851   |   |              |   | 5,866,803  |             |  |   | (2,985,783   | )
|                                                        |  |              |             |   |              |   |            |             |  |   |              |  
|Loss from operations                                    |  |              | (1,225,335  | ) |              |   | (5,866,803 | )           |  |   | 2,985,783    |  
|                                                        |  |              |             |   |              |   |            |             |  |   |              |  
|Other income (expenses)                                 |  |              |             |   |              |   |            |             |  |   |              |  
|Loss on settlement of liabilities                       |  |              | (38,280     | ) |              |   |            |             |  |   |              |  
|Loss on carrying value of investments                   |  |              |             |   |              |   | (52,870    | )           |  |   | 52,870       |  
|Interest and finance charges                            |  |              | (56,893     | ) |              |   | (580,558   | )           |  |   |              |  
|                                                        |  |              | (95,173     | ) |              |   | (633,428   | )           |  |   | 52,870       |  
|                                                        |  |              |             |   |              |   |            |             |  |   |              |  
|Loss before income taxes                                |  |              | (1,320,508  | ) |              |   | (6,500,231 | )           |  |   | 3,038,653    |  
|                                                        |  |              |             |   |              |   |            |             |  |   |              |  
|Income tax benefit                                      |  |              | -           |   |              |   | -          |             |  |   | -            |  
|                                                        |  |              |             |   |              |   |            |             |  |   |              |  
|Net loss                                                |  | $            | (1,320,508  | ) |              | $ | (6,500,231 | )           |  | $ | 3,038,653    |  
|                                                        |  |              |             |   |              |   |            |             |  |   |              |  
|                                                        |  |              |             |   |              |   |            |             |  |   |              |  
|Net loss per common share - basic and diluted           |  |              | (0.01       | ) |              |   | (0.14      | )           |  |   |              |  
|                                                        |  |              |             |   |              |   |            |             |  |   |              |  
|Weighted average shares outstanding – basic and diluted |  |              | 143,158,624 |   |              |   | 48,095,535 |             |  |   |              |  





(a) Eliminate Freedom's general and adminstrative expenses incurred during the three months ended March
31, 2011, which would be eliminated post acquistion:



|Officers and directors compensation |  | $ | 2,981,117 | 
|----------------------------------- |  | - | --------- | 
|Rent                                |  |   | 2,988     | 
|Employee benefits                   |  |   | 1,442     | 
|Payroll fees                        |  |   | 236       | 
|Total                               |  | $ | 2,985,783 | 



(b) Eliminate $52,870 loss on carrying value of Freedom's
investment in HPI stock to fair value that was recorded by Freedom during the three month period ending March 31, 2011.



19







RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Notes to Condensed Consolidated Financial
Statements (Unaudited)



NOTE 17 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, Dexter
& Dexter Attorneys at Law, P.C. and Michael Cederstrom in the United States District Court for the District of Utah. 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 Field 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. On July 5, 2011, the Florida court dismissed the
action for lack of personal jurisdiction. TX Holdings filed an appeal of the dismissal of Florida State Court action and on April
24, 2012 TX Holdings filed a Voluntary Dismissal of the Florida State Court action. The Company believes
the claims alleged by TX Holdings are without merit and intends to vigorously defend against the claims.



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



On February 1, 2012, Nostra Terra Oil and
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 interference with business. The Court has set this matter for
Trial on July 31, 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”) has alleged certain claims against the Company in the amount of approximately
$321,000. This matter was settled by the Company paying the sum of $13,135 on April 6, 2012, as a full resolution of all issues
between the parties, of which $12,500 was previously accrued in 2011.



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.



20







RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Notes to Condensed Consolidated Financial
Statements (Unaudited)



NOTE 18     SUBSEQUENT
EVENTS



In April 2012, the Company settled a dispute
with a former officer and director of Freedom (the “Freedom Officer and Director”) who alleged certain claims against
the Company in the amount of approximately $321,000. This matter was settled by the Company paying the sum of $13,135, as a full
resolution of all issues between the parties, of which $12,500 was previously accrued in 2011.



In April 2012, the Company issued 500,000
shares of common stock to a full-time consultant of the Company that is responsible for corporate finance and investor relations,
as compensation for services valued at $125,000 or $0.25 per share. These shares vest 125,000 shares every six months until March
31, 2014 at which time the shares shall be fully vested. In addition, the Company granted the consultant 5,000,000 warrants with
five different exercise prices at $0.25; $0.50; $0.75; $1.00; and $1.25, for each increment of 1,000,000 warrants. Each 1,000,000
warrants increment vests at 125,000 per quarter over eight periods with all warrants fully vested on March 31, 2014. All unexercised
warrants will expire on March 31, 2015.



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 unaffiliated 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, an investor exercised the
conversion rights to convert a $25,000 convertible note payable at $0.22 per share to 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 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 30, 2015.



In May 2012, the Company issued 400,000
shares of common stock to an existing 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 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.



21







RICHFIELD OIL & GAS COMPANY

Formerly Hewitt Petroleum, Inc.

Notes to Condensed Consolidated Financial
Statements (Unaudited)



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;
| | - | ------------------------------------------------------------------------

| | · | 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;
| | - | ----------------------------------------------------------------------------



| | · | 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
| | - | -----------------------------------------------------------------------------------------------------------------



22







| | · | 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, which includes the Koelsch #25-1 Well located within the Koelsch project
that was most recently put into production on April 20, 2012. We currently have one project located in Sanpete County, Utah with
one well we refer to as the “Liberty #1 Well,” that is in the completion stage of development and we expect to be
completed within the second quarter of 2012. 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.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | We have conducted a limited amount of exploration for oil and gas
reserves in the Central Utah Overthrust region, where we have accumulated 18,654 gross total acres since our inception.  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.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 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.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



23







| | 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. For the month of
April 2012, with production from the Koelsch #25-1 Well, our net (net revenue interest) production averaged approximately 32 barrels
of oil per day (“Bopd”). Subject to obtaining adequate financing, we intend to initiate drilling of 17 new
production wells during the remainder of 2012. 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 ended March 31, 2012 compared to the three months ended
March 31, 2011.  We did not produce natural gas during any of the three months ended March 31, 2012 or 2011. As of March 31,
2012, we were selling oil from a total of eleven gross wells (10.2 net wells), compared to eight gross wells (7.5 net wells) at
March 31, 2011.  All data presented below is derived from accrued revenue and production volumes for the relevant period indicated.



|                               |  | Three Months Ended |       
|------------------------------ |  | ------------------ | ------
|                               |  | March 31,          |       
|                               |  | 2012               |       
|Net Production:                |  |                    |       
|Oil (Bbl)                      |  |                    | 2,295 
|Natural Gas (Mcf)              |  |                    | -     
|Barrel of Oil Equivalent (Boe) |  |                    | 2,295 
|                               |  |                    |       
|Average Sales Prices:          |  |                    |       
|Oil (Bbl)                      |  | $                  | 95.80 
|                               |  |                    |       
|Average Production Costs:      |  |                    |       
|Oil (per Bbl)                  |  | $                  | 112.31



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 ended March 31, 2012 compared to the three months ended March 31, 2011.



24







|                 |  | Three Months Ended |     
|---------------- |  | ------------------ | ----
|                 |  | March 31,          |     
|                 |  | 2012               |     
|                 |  |                    |     
|Depletion of Oil |  | $                  | 9.61



Results of Operations



The following presents
an overview of our results of operations for the three months ended March 31, 2012 compared to the three months ended March 31,
2011.



Three Months Ended March 31, 2012
Compared to the Three Months Ended March 31, 2011



As of March 31, 2012,
we had established oil production from eleven gross (10.2 net) wells in which we hold working interests compared to eight gross
(7.5 net) wells which had established production as of March 31, 2011. Our net oil production for the
three months ended March 31, 2012 averaged approximately 25 Bopd compared to approximately 28 Bopd for the three months ended
March 31, 2011. We had no natural gas production during the three months ended March 31, 2012 and 2011. The decrease in
production in 2012 over 2011 is primarily due to well downtimes related to fieldwork and repairs.



Our revenues from oil
sales decreased for the three months ended March 31, 2012 compared to the three months ended March 31, 2011.  Revenues decreased
by $36,637 from $256,498 for the three months ended March 31, 2011 to $219,861 for the three months ended March 31, 2012. 
The decrease in revenue is due to a decrease of 268 barrels of net oil produced, or $26,821, during the 2012 period and a decrease
in our average realized crude oil prices of $4.28 per Bopd or $9,816 for the 2012 period.



We realized a net loss
of $2,128,133 (representing a net loss of approximately $(0.01) per basic and diluted share of common stock) for the three months
ended March 31, 2012 compared to a net loss of $1,320,508 (representing a net loss of approximately $(0.01) per basic and diluted
share of common stock) for the three months ended March 31, 2011.  The increase in net loss of $807,625 was primarily
due to an increase in our operating and interest expenses. The loss per share for the three months ended March 31, 2012 did not
decrease over the same period 2011 due to an increase of our shares of common stock outstanding.



Total operating expenses
increased from $1,487,851 for the three months ended March 31, 2011 to $2,130,833 for the three months ended March 31, 2012.  The
$642,982 increase in operating expenses was due primarily to an increase in general and administrative expenses and production
expenses.



General and administrative
expenses increased 30.3% or $402,858 from $1,326,416 for the three months ended March 31, 2011 to $1,729,274 for the three months
ended March 31, 2012. The increase is attributable to $501,737 increase in cash and stock based compensation of consultants, employees
and directors of the Company, against the comparable period; a $202,951 increase in engineering, audit and legal fees associated
with the preparation of the Form 10 registration with the SEC; $135,453 increase in bad debt allowance, partially offset by a $384,475
reduction in other expenses due primarily to stock issuance penalties expense awarded during the three months ended March 31, 2011
to certain shareholders.



Production expenses
increased 189.7% or $168,781 to $257,741 or $112.31 per barrel of oil (Bbl) for the three months ended March 31, 2102 from $88,960
or $34.71 Bbl for the three months ended March 31, 2011. During the three months ended March 31, 2012 we incurred production costs
on three more gross wells (2.7 net) over the same period in 2011. In addition, we experienced increased field operating expenses
related to our Perth project due to removal, repair, and reinstallation of a submersible pump.



During the three months
ended March 31, 2012, we incurred production taxes of $7,774 compared to $15,947 during the three months ended March 31, 2011.
The decrease in production taxes was due to the decrease in oil sales revenue and the decrease in the
average effective tax rates in the counties where the oil was produced in 2012.



25







Exploration expenses
increased 199.9% or $59,889 from $29,955 for the three months ended March 31, 2011 to $89,844 for the three months ended March
31, 2012. This increase is mainly due to costs associated with increased working ownership interest in our oil and gas properties
that includes the Freedom Acquisition (see Note 4) and due to higher geological and geophysical costs associated with the Company’s
increased work on our undeveloped Utah projects.



We recorded depletion,
depreciation, amortization and accretion of $52,474 during the three months ended March 31, 2012 compared to depletion, depreciation,
amortization and accretion of $44,813 during the three months ended March 31, 2011.  The $7,661 or 17.1% 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 March 31, 2012 and 2011 was $9.61 per
barrel produced.



The gain on sale of
assets decreased from $90,414 for the three months ended March 31, 2011 to $20,271 for the three months ended March 31, 2012. This
decrease is because we sold fewer oil & gas properties in the three months ended March 31, 2012 than we did in the three months
ended March 31, 2011.



Total other income
and expenses increased from a $95,173 net expense for the three months ended March 31, 2011 to a $217,161 net expense for the
three months ended March 31, 2012. The increase relates to an increase in interest and finances charges
of $185,149 from $56,893 for the three months ended March 31, 2011 to $242,042 for the three months ended March 31, 2012.
This increase is the result of our higher interest rates charged on the Company’s debt and interest relating to the debt
assumed on the Freedom Acquisition during the three months ended March 31, 2012. This unfavorable increase is partially offset
by a $24,846 increase in interest income assessed on past due accounts receivable balances and a $38,315 increase in gain on settlement
of liabilities.



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 March 31, 2012:



|Current assets             |  | $ | 1,011,388  |  
|-------------------------- |  | - | ---------- | -
|Current liabilities        |  | $ | 7,246,443  |  
|Working capital deficiency |  | $ | (6,235,055 | )



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. 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-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.



26







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.



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.



27







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.



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.



28







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.



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.



29







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.



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.



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.



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 Securities Exchange Act
of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified
in the U.S. 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 March 31, 2012. Based on this evaluation, the CEO and
CFO have concluded that, as of March 31, 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.



30







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 March 31,
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, Dexter
& Dexter Attorneys at Law, P.C. and Michael Cederstrom in the United States District Court for the District of Utah. 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 Field 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. On July 5, 2011, the Florida court dismissed the
action for lack of personal jurisdiction. TX Holdings filed an appeal of the dismissal of Florida State Court action and on April
24, 2012 TX Holdings filed a Voluntary Dismissal of the Florida State Court action. The Company believes the claims alleged by
TX Holdings are without merit and intends to vigorously defend against the claims.



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



On February 1, 2012, Nostra Terra Oil and
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 interference with business. The Court has set this matter for
Trial on July 31, 2012. The Company intends to vigorously defend against this foreclosure action and repay any amount that is ultimately
determined to be outstanding.



31







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”) has alleged certain claims against the Company in the amount of approximately
$321,000. This matter was settled by the Company paying the sum of $13,135 on April 6, 2012, as a full resolution of all issues
between the parties, of which $12,500 was previously accrued in 2011.



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.



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.



32







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.



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.



33







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.



34







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.



35







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.



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.



36







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.
| | - | ----------------------------



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.



37







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,
| | - | ------------------------------------------

| | · | 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.



38







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.



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.



39







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 dependant 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.



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.



40







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.



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 May 15, 2012,
284,316,661 shares of our common stock were issued and are outstanding. In addition warrants to purchase 23,225,750 shares of our
common stock were outstanding and notes convertible into approximately 13,191,044 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.
| | - | --------------------------------------



41







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.



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 March 31, 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.



42







Sales of 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 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 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 which was the fair value of the stock
at the date of the transaction. The shares issued were fully vested on the date of the grant and the value of services received
was expensed in the three months ended March 31, 2012.



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 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.  As part of this transaction,
the Company agreed to compensate a consultant for services performed in the amount of $27,000 including the issue 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. Subsequent to this transaction, the
investor, Joseph P. Tate, became a Director of the Company effective on March 31, 2012.



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 on the date of the grant. The $18,000 of accrued interest was expensed in the three months ended March
31, 2012. Subsequent to this transaction, the investor, Joseph P. Tate, became a Director of the Company effective on March 31,
2012.

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.



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 on
the date of the grant. The entire amount of this stock award was expensed in the three months ended March 31, 2012.



43







Convertible Note Issuances



In January 2012, the Company issued two new convertible notes
payable to an unaffiliated investor in exchange for two existing notes payable. One convertible note is in the amount of $1,080,000
and bears interest at 12%, due June 2012 and is convertible into common shares of stock at a conversion rate of $0.25 per common
share. The other convertible note is in the amount of $248,000 and bears interest at 10%, due June 12, 2012 and is convertible
into common shares of stock at a conversion rate of $0.25 per common share.



Warrant Issuances



In January 2012, the Company granted warrants
to two unaffiliated investors to purchase up to 400,000 shares of common stock with an exercise price of $0.16 per share, which
expire on December 31, 2012.



In January 2012, the Company granted warrants
to an unaffiliated investor 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 granted warrants
to an unaffiliated investor 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 February 2012, the Company granted warrants
to an unaffiliated investor 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 granted warrants
to seven unaffiliated investors 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.



In March 2012, the Company granted warrants
to an unaffiliated investor 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.



44







ITEM 5.   OTHER INFORMATION





On March 31, 2012, the Board of Directors (“Board”)
of the Company appointed Joseph P. Tate, age 68, as an independent director.



To date, the Board has not organized any committees,
and as such, Mr. Tate has not been appointed to serve on any Board committee. In addition, Mr. Tate was not selected as a director
pursuant to any arrangements or understandings with the Company or with any other person.



As of March 31,
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 by 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 12.50% landowner royalty interest revenues
related to hydrocarbons produced by the Company on these oil and gas leases. During the three months ended March 31, 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 by the issuance of 472,000 share of common stock
valued at $0.25 per share.



Mr. Tate will be compensated for his service on the
Board on the same basis as each of the Company’s other directors. The directors of the Company are compensated with an annual
stipend of $50,000 paid in quarterly installments either in cash or common stock at the discretion of the Board. Independent directors
are also eligible to be participants in the annual stock incentive program.



A more detailed description of compensation of directors of the Company was previously reported in the
Company’s registration statement on Form 10 filed with the Securities Exchange Commission on December 30, 2011, as amended
by Amendment No. 1 to the Form 10 filed on February 28, 2012, and is incorporated herein by reference.





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 hereunto duly authorized.



|                    | RICHFIELD OIL & GAS COMPANY
|------------------- | ---------------------------
|                    |                            
|Dated: May 15, 2012 | By:                        
|                    |                            
|                    |                            
|                    |                            
|Dated: May 15, 2012 | By:                        
|                    |                            
|                    |                            



45







EXHIBIT INDEX



|Exhibit |                                                                                                    
|------- | ---------------------------------------------------------------------------------------------------
|Number  | Description                                                                                        
|        |                                                                                                    
|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.
|        |                                                                                                    
|*       | Filed herewith.                                                                                    



46