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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

Form 10-Q

(Mark One)

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

For the quarterly period ended April 30, 2011

or

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

For the transition period from _________ to _________

Commission File Number 000-52560

UNIONTOWN ENERGY INC.(Exact name of registrant as specified in its charter)

|Nevada                                                               | 98-0441419                       
|-------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS Employer Identification No.)

|999 Canada Place, Suite 404, Vancouver, British
      Columbia, Canada | V6C 3E2   
|---------------------------------------------------------------------- | ----------
|(Address of principal executive offices)                               | (Zip Code)

702.583.5533(Registrants telephone number,
including area code)

N/A(Former name, former address and former
fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by 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. [X] YES [ ] 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 (§232.405 of this chapter) 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 small
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 [X] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.[ ] YES [ ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date.225,500,000
common shares issued and outstanding as of June 16, 2011.

1

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

2

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UNIONTOWN ENERGY INC. 
  (An Exploration Stage Company)
  
  Financial Statements 
  (Expressed in U.S. dollars) 
  April 30, 2011







3

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Financial Statement Index

|Balance Sheets                    | F1
|--------------------------------- | ---
|Statements of Operations          | F2
|Statements of Cash Flows          | F3
|Notes to the Financial Statements | F4

4

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|UNIONTOWN ENERGY INC.         
|------------------------------
|(An Exploration Stage Company)
|Balance Sheets                
|(Expressed in U.S. dollars)   

|                                                                                                                                                                  |  | April 30,   |   |  | October 31, |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | - |  | ----------- | -
|                                                                                                                                                                  |  | 2011        |   |  | 2010        |  
|                                                                                                                                                                  |  | $           |   |  | $           |  
|                                                                                                                                                                  |  | (Unaudited) |   |  |             |  
|Assets                                                                                                                                                            |  |             |   |  |             |  
|Current Assets                                                                                                                                                    |  |             |   |  |             |  
|Cash                                                                                                                                                              |  | 30,158      |   |  | 2,648       |  
|Prepaid expenses (Note 9)                                                                                                                                         |  | 1,276,448   |   |  | 251         |  
|Total Current Assets                                                                                                                                              |  | 1,306,606   |   |  | 2,899       |  
|Equipment (Note 4)                                                                                                                                                |  | 533         |   |  | 734         |  
|Oil and gas properties (Note 3)                                                                                                                                   |  | 24,440,955  |   |  |            |  
|Total Assets                                                                                                                                                      |  | 25,748,094  |   |  | 3,633       |  
|                                                                                                                                                                  |  |             |   |  |             |  
|Liabilities and Stockholders Deficit                                                                                                                             |  |             |   |  |             |  
|Current Liabilities                                                                                                                                               |  |             |   |  |             |  
|Accounts payable and accrued liabilities                                                                                                                          |  | 129,572     |   |  | 14,480      |  
|Note payable (Note 5)                                                                                                                                             |  | 267,897     |   |  | 249,540     |  
|Due
      to related parties (Note 8)                                                                                                                             |  | 56,528      |   |  | 1,835       |  
|Total Current Liabilities                                                                                                                                         |  | 453,997     |   |  | 265,855     |  
|Convertible
      debenture (Note 6)                                                                                                                              |  | 361,327     |   |  | 330,449     |  
|Total Liabilities                                                                                                                                                 |  | 815,324     |   |  | 596,304     |  
|Stockholders Deficit                                                                                                                                             |  |             |   |  |             |  
|Preferred Stock
      
         Authorized: 20,000,000 shares, par value $0.001
         No shares issued and outstanding                                         |  |            |   |  |            |  
|Common Stock 
         Authorized:
      27,000,000,000 shares, par value $0.001    224,500,000 and
      214,500,000 shares issued and outstanding, respectively |  | 224,500     |   |  | 214,500     |  
|Additional paid in capital                                                                                                                                        |  | 23,177,455  |   |  | (153,500    | )
|Share subscriptions received                                                                                                                                      |  | 2,405,000   |   |  |            |  
|Accumulated deficit during the development
      stage                                                                                                            |  | (874,185    | ) |  | (653,671    | )
|Total
      Stockholders Deficit                                                                                                                                 |  | 24,932,770  |   |  | (592,671    | )
|Total Liabilities and Stockholders Deficit                                                                                                                       |  | 25,748,094  |   |  | 3,633       |  

Nature of Operations and Continuance of Business (Note 1)
Subsequent Events (Note 10)

(The accompanying notes are an integral part of these unaudited
financial statements)

F-1

---

|UNIONTOWN ENERGY INC.         
|------------------------------
|(An Exploration Stage Company)
|Statements of Operations      
|(Expressed in U.S. dollars)   
|(Unaudited)                   

|                                       |  |               |   |  |               |   |  |             |   |  |             |   |  | Accumulated   |  
|-------------------------------------- |  | ------------- | - |  | ------------- | - |  | ----------- | - |  | ----------- | - |  | ------------- | -
|                                       |  |               |   |  |               |   |  |             |   |  |             |   |  | from          |  
|                                       |  |               |   |  |               |   |  |             |   |  |             |   |  | November 22,  |  
|                                       |  | For the Three |   |  | For the Three |   |  | For the Six |   |  | For the Six |   |  | 2004          |  
|                                       |  | Months        |   |  | Months        |   |  | Months      |   |  | Months      |   |  | (Date of      |  
|                                       |  | Ended         |   |  | Ended         |   |  | Ended       |   |  | Ended       |   |  | Inception) to |  
|                                       |  | April 30,     |   |  | April 30,     |   |  | April 30,   |   |  | April 30,   |   |  | April 30,     |  
|                                       |  | 2011          |   |  | 2010          |   |  | 2011        |   |  | 2010        |   |  | 2011          |  
|                                       |  | $             |   |  | $             |   |  | $           |   |  | $           |   |  | $             |  
|                                       |  |               |   |  |               |   |  |             |   |  |             |   |  |               |  
|Revenue                                |  |              |   |  |              |   |  |            |   |  |            |   |  |              |  
|                                       |  |               |   |  |               |   |  |             |   |  |             |   |  |               |  
|Expenses                               |  |               |   |  |               |   |  |             |   |  |             |   |  |               |  
|Amortization                           |  | 99            |   |  | 219           |   |  | 201         |   |  | 445         |   |  | 4,467         |  
|Consulting fees                        |  | 46,000        |   |  |              |   |  | 52,000      |   |  |            |   |  | 186,223       |  
|Foreign exchange (gain) loss           |  | 36,920        |   |  | 23,977        |   |  | 44,709      |   |  | 29,472      |   |  | 97,255        |  
|Impairment of oil & gas
      property |  |              |   |  |              |   |  |            |   |  |            |   |  | 202,603       |  
|Investor relations                     |  | 50,937        |   |  |              |   |  | 50,937      |   |  |            |   |  | 50,937        |  
|Interest and bank charges              |  | 3,466         |   |  | 2,777         |   |  | 7,269       |   |  | 5,953       |   |  | 27,929        |  
|Office and general                     |  | 5,310         |   |  | 9,559         |   |  | 16,396      |   |  | 16,689      |   |  | 64,217        |  
|Professional fees                      |  | 37,168        |   |  | 5,867         |   |  | 44,668      |   |  | 19,404      |   |  | 210,512       |  
|Management fees (Note 8)               |  | 7             |   |  |              |   |  | 505         |   |  |            |   |  | 26,213        |  
|Travel                                 |  | 3,829         |   |  |              |   |  | 3,829       |   |  |            |   |  | 3,829         |  
|Total Expenses                         |  | 183,736       |   |  | 42,399        |   |  | 220,514     |   |  | 71,963      |   |  | 874,185       |  
|Net Loss                               |  | (183,736      | ) |  | (42,399       | ) |  | (220,514    | ) |  | (71,963     | ) |  | (874,185      | )
|                                       |  |               |   |  |               |   |  |             |   |  |             |   |  |               |  
|Net loss per share, basic and diluted  |  |              |   |  |              |   |  |            |   |  |            |   |  |               |  
|                                       |  |               |   |  |               |   |  |             |   |  |             |   |  |               |  
|Weighted average shares outstanding    |  | 214,500,000   |   |  | 214,500,000   |   |  | 214,500,000 |   |  | 214,500,000 |   |  |               |  

(The accompanying notes are an integral part of these unaudited
financial statements)

F-2

---

|UNIONTOWN ENERGY INC.         
|------------------------------
|(An Exploration Stage Company)
|Statements of Cash Flows      
|(Expressed in U.S. dollars)   
|(Unaudited)                   

|                                                                                  |  |            |   |  |            |   |  | Accumulated from    |  
|--------------------------------------------------------------------------------- |  | ---------- | - |  | ---------- | - |  | ------------------- | -
|                                                                                  |  | For the    |   |  | For the    |   |  | November 22,        |  
|                                                                                  |  | Six Months |   |  | Six Months |   |  | 2004 (Date of       |  
|                                                                                  |  | Ended      |   |  | Ended      |   |  | Inception) to April |  
|                                                                                  |  | April 30,  |   |  | April 31,  |   |  | 30,                 |  
|                                                                                  |  | 2011       |   |  | 2010       |   |  | 2011                |  
|                                                                                  |  | $          |   |  | $          |   |  | $                   |  
|                                                                                  |  |            |   |  |            |   |  |                     |  
|Operating activities                                                              |  |            |   |  |            |   |  |                     |  
|Net loss for the period                                                           |  | (220,514   | ) |  | (71,963    | ) |  | (874,185            | )
|                                                                                  |  |            |   |  |            |   |  |                     |  
|Adjustments to reconcile net loss to net cash used in
      operating activities: |  |            |   |  |            |   |  |                     |  
|Amortization                                                                      |  | 201        |   |  | 445        |   |  | 4,467               |  
|Foreign exchange loss                                                             |  | 41,966     |   |  | 28,761     |   |  | 96,179              |  
|Accrued interest on
      convertible debt                                        |  | 7,269      |   |  | 5,471      |   |  | 27,932              |  
|Impairment of oil & gas properties                                                |  |           |   |  |           |   |  | 202,603             |  
|                                                                                  |  |            |   |  |            |   |  |                     |  
|Changes in operating assets and liabilities:                                      |  |            |   |  |            |   |  |                     |  
|Prepaid expense                                                                   |  | (1,276,197 | ) |  |           |   |  | (1,276,448          | )
|Accounts payable and accrued liabilities                                          |  | 115,092    |   |  | (2,881     | ) |  | 129,572             |  
|Due to related parties                                                            |  | 54,693     |   |  | (2,682     | ) |  | 56,528              |  
|                                                                                  |  |            |   |  |            |   |  |                     |  
|Net Cash Used In Operating Activities                                             |  | (1,277,490 | ) |  | (42,849    | ) |  | (1,633,352          | )
|                                                                                  |  |            |   |  |            |   |  |                     |  
|Investing Activities                                                              |  |            |   |  |            |   |  |                     |  
|                                                                                  |  |            |   |  |            |   |  |                     |  
|Purchase of equipment                                                             |  |           |   |  |           |   |  | (5,000              | )
|Purchase of oil and gas properties                                                |  | (1,100,000 | ) |  |           |   |  | (1,347,402          | )
|                                                                                  |  |            |   |  |            |   |  |                     |  
|Net Cash Used In
      Investing Activities                                       |  | (1,100,000 | ) |  |           |   |  | (1,352,402          | )
|                                                                                  |  |            |   |  |            |   |  |                     |  
|Financing activities                                                              |  |            |   |  |            |   |  |                     |  
|Proceeds from convertible
      long-term debt                                    |  |           |   |  | 49,220     |   |  | 296,366             |  
|Proceeds from issuance of common shares                                           |  |           |   |  |           |   |  | 61,000              |  
|Funds received in advance                                                         |  | 2,405,000  |   |  |           |   |  | 2,405,000           |  
|Due
      to related parties                                                      |  |           |   |  |           |   |  | 253,546             |  
|                                                                                  |  |            |   |  |            |   |  |                     |  
|Net Cash Provided
      by Financing Activities                                   |  | 2,405,000  |   |  | 49,220     |   |  | 3,015,912           |  
|Increase in Cash                                                                  |  | 27,510     |   |  | 6,371      |   |  | 30,158              |  
|Cash  Beginning
      of Period                                                  |  | 2,648      |   |  | 1,002      |   |  |                    |  
|Cash  End of Period                                                              |  | 30,158     |   |  | 7,373      |   |  | 30,158              |  
|                                                                                  |  |            |   |  |            |   |  |                     |  
|Supplemental disclosures:                                                         |  |            |   |  |            |   |  |                     |  
|Interest paid                                                                     |  |           |   |  |           |   |  |                    |  
|Income tax paid                                                                   |  |           |   |  |           |   |  |                    |  

(The accompanying notes are an integral part of these unaudited
financial statements)

F-3

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|UNIONTOWN ENERGY INC.         
|------------------------------
|(An Exploration Stage Company)
|Notes to Financial Statements 
|(Expressed in U.S. dollars)   
|(Unaudited)                   

|1. | Nature of Operations and Continuance of
      Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The accompanying unaudited interim financial statements
      have been prepared in accordance with generally accepted accounting
      principles (US GAAP) for interim financial information and the rules and
      regulations of the Securities and Exchange Commission. They may not
      include all information and footnotes required by generally accepted
      accounting principles for complete financial statements. However, except
      as disclosed herein, there has been no material changes in the information
      disclosed in the notes to the financial statements for the year ended
      October 31, 2010 included in the Companys Form 10K filed with the
      Securities and Exchange Commission. The unaudited interim financial
      statements should be read in conjunction with those financial statements
      included in the Form 10-K. In the opinion of Management, all adjustments
      considered necessary for a fair presentation, consisting primarily of
      normal recurring adjustments, have been made. Operating results for the
      three and six months ended April 30, 2011 are not necessarily indicative
      of the results that may be expected for the year ending October 31,
      2011.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2. | Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

F-4

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|UNIONTOWN ENERGY INC.         
|------------------------------
|(An Exploration Stage Company)
|Notes to Financial Statements 
|(Expressed in U.S. dollars)   
|(Unaudited)                   

|3. | Oil and Gas Properties
|-- | ----------------------

As of April 30, 2011, the Company has
incurred the following on its oil and gas properties:

| |                                                       |  | Mussellshell |  |  | Pondera   |  |  |            | 
| | ----------------------------------------------------- |  | ------------ |  |  | --------- |  |  | ---------- | 
| |                                                       |  | Project      |  |  | County    |  |  | Total      | 
| |                                                       |  | $            |  |  | $         |  |  | $          | 
| | Acquisition cost                                      |  |              |  |  |           |  |  |            | 
| | Balance  October 31,
      2010 and January 31, 2011 |  |             |  |  |          |  |  |           | 
| | Additions                                             |  | 23,340,955   |  |  | 1,100,000 |  |  | 24,440,955 | 
| | Balance  April 30, 2011                              |  | 23,340,955   |  |  | 1,100,000 |  |  | 24,440,955 | 

Musselshell Prospect

On April 5, 2011, the Company entered
into an option agreement to purchase a 75% interest in Musselshell Prospect in
Montana. Under the terms of the agreement, the Company is required to issue
10,000,000 restricted common shares of the Company and grant 10,000,000 stock
options with an exercise price of $3.00 per share until April 5, 2016.

Pondera County

On April 8, 2011, the Company entered
into an exploration agreement for the acquisition and exploration of a 75%
interest in certain oil and gas claims in the area of Pondera County, Montana.
The Company has agreed to undertake all of the costs to drill a test well on the
property, which will entitle the Company to a 70% working interest after all
payouts. Under the terms of the agreement, the Company is required to pay
$300,000 to reimburse exploration expenses within five business days of the
agreement (paid), and an additional payment of $800,000 on or before April 15,
2011 (paid).

|4. | Property and Equipment
|-- | ----------------------

| |                    |  |       |  |  |              |  |  | April 30,    |  |  | October 31,  | 
| | ------------------ |  | ----- |  |  | ------------ |  |  | ------------ |  |  | ------------ | 
| |                    |  |       |  |  |              |  |  | 2011         |  |  | 2010         | 
| |                    |  |       |  |  | Accumulated  |  |  | Net Carrying |  |  | Net Carrying | 
| |                    |  | Cost  |  |  | Amortization |  |  | Value        |  |  | Value        | 
| |                    |  | $     |  |  | $            |  |  | $            |  |  | $            | 
| | Computer Equipment |  | 5,000 |  |  | 4,467        |  |  | 533          |  |  | 734          | 

|5. | Notes Payable                                                                                                                                                       
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                     
|   | As at April 30, 2011, the Company owed $267,897 (2010 -
      $249,540) to a non-related party. The note is unsecured, non-interest
      bearing and due on demand.

F-5

---

|UNIONTOWN ENERGY INC.         
|------------------------------
|(An Exploration Stage Company)
|Notes to Financial Statements 
|(Expressed in U.S. dollars)   
|(Unaudited)                   

|6. | Convertible Debenture                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | On May 28, 2008, the Company entered into a credit
      facility agreement with an non-related party Under the terms of the credit
      facility, the Company can borrow up to CAD $505,000 for a period of five
      years from the date of execution of this agreement. The maximum amount
      that the Company can draw is CAD $50,000 in any calendar month unless the
      Company requests a larger monthly sum by delivering notice in writing 20
      days in advance. The balance is unsecured, bears interest of 3.98% per
      annum, and is due by May 28, 2013. The debt carries a convertible feature
      where the outstanding balance can be converted into common stock of the
      Company at $0.05 per share. The conversion feature had no intrinsic value
      and accordingly no beneficial conversion feature was recognized.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|7. | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|8. | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | On April 5, 2011, the Company granted 10,000,000 stock
      options as part of the acquisition of the 75% working interest in the
      Musselshell Property. The fair value of the stock options granted was
      $11,440,955, and was calculated using the Black-Scholes option pricing
      model with the following assumptions: volatility of 100%, expected life of
      5 years, risk-free rate of 2.28%, and no expected dividends.                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | A summary of the changes in the Companys stock options
      is presented below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

| |                                             |  |            |  |  |          |  |  | Weighted-        |  |  |           | 
| | ------------------------------------------- |  | ---------- |  |  | -------- |  |  | ---------------- |  |  | --------- | 
| |                                             |  |            |  |  | Weighted |  |  | Average          |  |  |           | 
| |                                             |  |            |  |  | Average  |  |  | Remaining        |  |  | Aggregate | 
| |                                             |  | Number of  |  |  | Exercise |  |  | Contractual Term |  |  | Intrinsic | 
| |                                             |  | Options    |  |  | Price    |  |  | (years)          |  |  | Value     | 
| |                                             |  |            |  |  | $        |  |  |                  |  |  | $         | 
| |                                             |  |            |  |  |          |  |  |                  |  |  |           | 
| | Outstanding, October 31, 2010               |  |           |  |  |         |  |  |                  |  |  |           | 
| |                                             |  |            |  |  |          |  |  |                  |  |  |           | 
| | Granted                                     |  | 10,000,000 |  |  | 3.00     |  |  |                  |  |  |           | 
| |                                             |  |            |  |  |          |  |  |                  |  |  |           | 
| | Outstanding and Exercisable, April 30, 2011 |  | 10,000,000 |  |  | 3.00     |  |  | 4.93             |  |  |          | 

|   | The weighted average fair value of options granted during
      the six months ended April 30, 2011 was $1.14 per option (2010  $Nil). As
      at April 31, 2011 and 2010, the Company had no unvested options and no
      unrecognized compensation costs.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                               
|9. | Related Party Transactions                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                               
|   | As at April 30, 2011, the Company owed $56,528 (2010 -
      $1,835) to a shareholder of the Company. The amount owing is unsecured,
      non-interest bearing, and due on demand.                                                                           

F-6

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|UNIONTOWN ENERGY INC.         
|------------------------------
|(An Exploration Stage Company)
|Notes to Financial Statements 
|(Expressed in U.S. dollars)   
|(Unaudited)                   

|10. | Subsequent Events
|--- | -----------------
|    |                  
|    | a)               
|    |                  
|    |                  
|    |                  
|    | b)               

F-7

---

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements.
These statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as
may, should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, that may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States
Dollars (US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles. The following discussion should be read in
conjunction with our financial statements and the related notes that appear
elsewhere in this quarterly report. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in the
forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below and elsewhere
in this quarterly report.

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

Unless otherwise specified in this quarterly report, all dollar
amounts are expressed in United States dollars and all references to common
stock refer to shares of our common stock.

As used in this quarterly report, the terms we, us, our
and our company mean Uniontown Energy Inc., unless otherwise indicated. We
have no subsidiaries.

Corporate Overview

Uniontown Energy Inc. is an independent oil and gas company
whose focus is the acquisition, development and production of oil and natural
gas properties. Our company is focused on the acquisition, exploration,
development and production of oil and natural gas properties. Our strategy is to
build a portfolio of energy producing assets in known and producing oil and gas
fields throughout North America.

Our companys primary focus is to acquire high value leasehold
interests specifically targeting oil and gas shale resource prospects in North
America. We do not intend to limit our focus to any single geographic area
because we want to remain flexible and intend to pursue the best opportunities
available to us. We believe our competitive advantage is our ability to continue
to acquire leases directly from the mineral owners through organic leasing.
Because of our size and manoeuvrability, we are able to deploy our land
acquisition teams into specific areas based on the latest industry
information.

Plan of Operation

You should read the following discussion of our financial
condition and results of operations together with our reviewed but unaudited
financial statements and the notes to those reviewed but unaudited financial
statements included elsewhere in this filing prepared in accordance with
accounting principles generally accepted in the United States. This discussion
contains forward-looking statements that reflect our plans, estimates and
beliefs. Our actual results could differ materially from those anticipated in
these forward-looking statements.

5

---

Anticipated Cash Requirements

For the next 12 months we plan to expend a total of approximately $5,489,750  for exploration, development and acquisition of oil and gas properties:

Type of Expense
    $General and administrative expenses
    154,550Management and administrative costs
    204,000Legal Fees
    60,000Auditor Fees
    22,500Lease
    48,700Acquisition of properties through exploration expenditures
    5,000,000Total
    5,489,750


Results of Operations

Three months ended April 30, 2011 compared to three months
ended April 30, 2010.

Three months
    
    
    Three monthsended
    
    
    endedApril 30, 2011
    
    
    April 30, 2010Revenue
    $
    Nil
    
    $
    NilOperating Expenses
    $
    183,736
    
    $
    42,399Net Income (Loss)
    $
    (183,736
    )
    $
    (42,399
    )


Expenses

Our operating expenses for the three month periods ended April
30, 2011 and April 30, 2010 are outlined in the table below:

Three months
    
    
    Three monthsended
    
    
    endedApril 30,
    
    
    April 30,2011
    
    
    2010Amortization
    $
    99
    
    $
    219Consulting fees
    $
    46,000
    
    $
    NilForeign exchange (gain) loss
    $
    36,920
    
    $
    23,977Impairment of oil and gas property
    $
    Nil
    
    $
    NilInvestor relations
    $
    50,937
    
    $
    NilInterest and bank charges
    $
    3,466
    
    $
    2,777Office and general
    $
    5,310
    
    $
    9,559Professional fees
    $
    37,168
    
    $
    5,867Management fees
    $
    7
    
    $
    NilTravel expenses
    $
    3,829
    
    $
    NilNet Loss
    $
    (183,736
    )
    $
    (42,399
    )


Operating expenses for the three months ended April 30, 2011
increased by 77% as compared to the comparative period in April 30, 2010
primarily as a result of an increase in consulting fees, foreign exchange loss,
investor relations fees, professional fees and travel expenses.

6

---

Six months ended April 30, 2011 compared to three months
ended April 30, 2010.

Six months
    
    
    Six monthsended
    
    
    endedApril 30, 2011
    
    
    April 30, 2010Revenue
    $
    Nil
    
    $
    NilOperating Expenses
    $
    220,514
    
    $
    71,963Net Income (Loss)
    $
    (220,514
    )
    $
    (71,963
    )


Expenses

Our operating expenses for the six month periods ended April
30, 2011 and April 30, 2010 are outlined in the table below:

Six months
    
    
    Six monthsended
    
    
    endedApril 30,
    
    
    April 30,2011
    
    
    2010Amortization
    $
    201
    
    $
    445Consulting fees
    $
    52,000
    
    $
    NilForeign exchange loss
    $
    44,709
    
    $
    29,472Impairment of oil and gas property
    $
    Nil
    
    $
    NilInvestor relations
    $
    50,937
    
    $
    NilInterest and bank charges
    $
    7,269
    
    $
    5,953Office and general
    $
    16,396
    
    $
    16,689Professional fees
    $
    44,668
    
    $
    19,404Management fees
    $
    505
    
    $
    NilTravel expenses
    $
    3,829
    
    $
    NilNet Loss
    $
    (220,514
    )
    $
    (71,963
    )


Operating expenses for the six months ended April 30, 2011
increased by 67% as compared to the comparative period in April 30, 2010
primarily as a result of an increase in consulting fees, foreign exchange loss,
investor relations fees, professional fees and travel expenses.

Revenue

We have not had any revenues from operations since inception
(November 22, 2004). We do not anticipate that we will earn any revenues from
operations unless and until we acquire and operate a profitable business. This
might never happen and we can offer no assurance that even if we acquire a
business that we will ever be profitable.

Liquidity and Capital Resources

Working Capital

Percentage

As at
    
    
    As at
    
    
    Increase/April 30,
    
    
    October 31,
    
    
    (Decrease)2011
    
    
    2010Current Assets
    $
    1,306,606
    
    $
    2,899
    
    
    99.7%Current Liabilities
    $
    453,997
    
    $
    265,855
    
    
    41.4%Working Capital
    $
    852,609
    
    $
    (262,956
    )
    
    130.8%


7

---

Cash Flows

Six months
    
    
    Six monthsEnded
    
    
    EndedApril 30,
    
    
    April 30,2011
    
    
    2010Net cash used in operations
    $
    (1,277,490
    )
    $
    (42,849
    )Net cash used in investing activities
    $
    (1,100,000
    )
    $
    NilNet cash provided by financing activities
    $
    2,405,000
    
    $
    49,220Increase (decrease) in cash
    $
    (27,510
    )
    $
    (6,371
    )


Our net cash used by operating activities for the six months
ended April 30, 2011 was $1,277,490 compared with $42,849 for the six months
ended April 30, 2010. Our management believes that we will need additional
funding in order to meet our operating expenses.

Future Financings

To date, we have secured funding through a $505,000 line of
credit and on April 27, 2011 we raised $2,500,000 in a private placement through
the issuance of 1,000,000 restricted shares of our common stock to one non-US
investor at $2.50 per share. Over the next three months, we may require
additional funds.

These funds may be raised through equity financing, debt
financing, or other sources, which may result in further dilution in the equity
ownership of our shares. There is still no assurance that we will be able to
maintain operations at a level sufficient for an investor to obtain a return on
his investment in our common stock. Further, we will continue to be
unprofitable.

Off-Balance Sheet Arrangements

We have no 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
stockholders.

Critical Accounting Policies

The preparation of financial statements in conformity with
United States generally accepted accounting principles requires our management
to make estimates and assumptions that affect the reported amount of 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. Actual results could differ from those estimates.
Our management routinely makes judgments and estimates about the effects of
matters that are inherently uncertain.

Basis of Presentation

The interim unaudited financial statements and the related
notes of our company are prepared in accordance with generally accepted
accounting principles in the United States and are expressed in U.S. dollars.
Our companys fiscal year-end is October 31.

Use of Estimates

The preparation of these financial statements in conformity
with generally accepted accounting principles in the United States requires
management to make estimates and assumptions that affect the reported amounts of
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. Our company regularly evaluates estimates
and assumptions related to the useful life and recoverability of long-lived
assets, fair value of share-based payments, and deferred income tax asset
valuation allowances. Our company bases its estimates and assumptions on current
facts, historical experience and various other factors that it believes to be
reasonable under the circumstances, the results of which form the basis for making judgments about the
carrying values of assets and liabilities and the accrual of costs and expenses
that are not readily apparent from other sources. The actual results experienced
by our company may differ materially and adversely from our companys estimates.
To the extent there are material differences between the estimates and the
actual results, future results of operations will be affected.

8

---

Comprehensive Loss

ASC 220, Comprehensive Income establishes standards for
the reporting and display of comprehensive loss and its components in the
financial statements. As at April 30, 2011 and 2010, our company had no items
that affected comprehensive loss.

RISK FACTORS

Investors should carefully consider the risks described below
before making an investment decision. The risks and uncertainties described
below are not the only ones facing our company. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial may
also impair our business operations. If any of the following risks actually
occur, our business could be materially adversely affected. In such case, our
company may not be able to proceed with its planned operations and your
investment may be lost entirely.

Risks Related to our Company

We have had negative cash flows from operations and if we
are not able to obtain further financing, our business operations may fail.

We had cash in the amount of $30,158 as of April 30, 2011. We
anticipate that we may require additional financing while we are seeking a
suitable business opportunity or business combination. Further, we anticipate
that we will not have sufficient capital to fund our ongoing operations for the
next 12 months. We may be required to raise additional financing for a
particular business combination or business opportunity. We would likely secure
any additional financing necessary through loans from related or third
parties.

There can be no assurance that, if required, any such financing
will be available upon terms and conditions acceptable to us, if at all. Our
inability to obtain additional financing in a sufficient amount when needed and
upon terms and conditions acceptable to us could have a materially adverse
effect upon our company. We will require further funds to finance the
development of any business opportunity that we acquire. There can be no
assurance that such funds will be available or available on terms satisfactory
to us. If additional funds are raised by issuing equity securities, further
dilution to existing or future shareholders is likely to result. If adequate
funds are not available on acceptable terms when needed, we may be required to
delay, scale back or eliminate the development of any business opportunity that
we acquire. Inadequate funding could also impair our ability to compete in the
marketplace, which may result in the dissolution of our company.

A decline in the price of our common stock could affect our
ability to raise further working capital and adversely impact our operations.

A prolonged decline in the price of our common stock could
result in a reduction in the liquidity of our common stock and a reduction in
our ability to raise capital. Because our operations have been primarily
financed through the sale of equity securities and we may raise funds in the
future through the sale of additional equity securities, a decline in the price
of our common stock could be especially detrimental to our liquidity and our
continued operations. Any reduction in our ability to raise equity capital in
the future would force us to reallocate funds from other planned uses and would
have a significant negative effect on our business plans and operations,
including our ability to develop new products and continue our current
operations. If our stock price declines, we may not be able to raise additional
capital or generate funds from operations sufficient to meet our
obligations.

9

---

We have a limited operating history and if we are not
successful in continuing to grow our business, then we may have to scale back or
even cease our ongoing business operations.

We have a limited operating history on which to base an
evaluation of our business and prospects. Our prospects must be considered in
light of the risks, uncertainties, expenses and difficulties frequently
encountered by companies seeking to acquire or establish a new business
opportunity. Some of these risks and uncertainties relate to our ability to
identify, secure and complete an acquisition of a suitable business
opportunity.

We cannot be sure that we will be successful in addressing
these risks and uncertainties and our failure to do so could have a materially
adverse effect on our financial condition. In addition, our operating results
are dependent to a large degree upon factors outside of our control. There are
no assurances that we will be successful in addressing these risks, and failure
to do so may adversely affect our business.

It is unlikely that we will generate any or significant
revenues while we seek a suitable business opportunity. Our short and long-term
prospects depend upon our ability to select and secure a suitable business
opportunity. In order for us to make a profit, we will need to successfully
acquire a new business opportunity in order to generate revenues in an amount
sufficient to cover any and all future costs and expenses in connection with any
such business opportunity. Even if we become profitable, we may not sustain or
increase our profits on a quarterly or annual basis in the future.

We will, in all likelihood, sustain operating expenses without
corresponding revenues, at least until we complete a business combination or
acquire a business opportunity. This may result in our company incurring a net
operating loss which will increase continuously until we complete a business
combination or acquire a business opportunity that can generate revenues that
result in a net profit to us. There is no assurance that we will identify a
suitable business opportunity or complete a business combination.

We have a history of losses and have a deficit, which raises
substantial doubt about our ability to continue as a going concern.

We have not generated any revenues since our inception and we
will continue to incur operating expenses without revenues until we are in
commercial deployment. Our net loss from November 22, 2004 (date of inception)
to April 30, 2011 was $874,185. We had cash of $30,158 as of April 30, 2011. We
currently do not have any operations and we have no income. We cannot provide
assurances that we will be able to successfully explore and develop our
business. These circumstances raise substantial doubt about our ability to
continue as a going concern as described in an explanatory paragraph to our
independent auditors report on our audited financial statements for the year
ended October 31, 2010. If we are unable to continue as a going concern,
investors will likely lose all of their investments in our company.

The effect of existing or probable governmental regulations
may have an effect on our business.

The United States government provides a large subsidy to oil
companies, with major tax breaks at virtually every stage of oil exploration and
extraction. Revenue attributable to capital investment, including the costs of
oil field leases and drilling equipment, are taxed at an effective rate of nine
percent, which is a much lower rate than the 25% rate for general business taxes
and lower than the taxes of virtually any other industry, according to a 2005
study by the non-partisan Congressional Budget Office.

At this time, our company is not aware of any existing or
pending regulations that may have a material impact.

10

---

Cost and effects of compliance with environmental laws
(federal, state and local) may have an effect on our business.

In the U.S., extraction of oil and gas is generally regulated
by the individual states through statutes and common law. Federal and
constitutional laws apply as well. In the United States, oil and gas rights to a
particular parcel may be owned by private individuals, corporations, Indian
tribes, or by local, state, or federal governments. Oil and gas rights extend
vertically downward from the property line. Unless explicitly separated by a
deed, oil and gas rights are owned by the surface landowner. Once severed from
surface ownership, oil and gas rights may be bought, sold, or transferred, like
other real estate property.

Other potential regulations include those related to greenhouse
gas emissions, hydraulic fracturing and tax incentives.

At this time, our company is not aware of any existing or
pending regulations that may have a material impact.

The need for any government approval of principal products
of services could affect our operations.

Our company requires a number of permits and bonds before
drilling its leased properties from local, state and federal government
agencies. Our oil and natural gas exploration, production and related
operations, when developed, are subject to extensive rules and regulations
promulgated by federal, state, tribal and local authorities and agencies. For
example, Montana and Wyoming require permits for drilling operations, drilling
bonds and reports concerning operations and impose other requirements relating
to the exploration and production of oil and natural gas. Such states may also
have statutes or regulations addressing conservation matters, including
provisions for the unitization or pooling of oil and natural gas properties, the
establishment of maximum rates of production from wells, and the regulation of
spacing, plugging and abandonment of such wells. Failure to comply with any such
rules and regulations can result in substantial penalties. The regulatory burden
on the oil and gas industry will most likely increase our cost of doing business
and may affect our profitability. Although we believe we are currently in
substantial compliance with all applicable laws and regulations, because such
rules and regulations are frequently amended or reinterpreted, we are unable to
predict the future cost or impact of complying with such laws. Significant
expenditures may be required to comply with governmental laws and regulations
and may have a material adverse effect on our financial condition and results of
operations.

Environmental Matters.

Our operations and properties are subject to extensive and
changing federal, state and local laws and regulations relating to environmental
protection, including the generation, storage, handling, emission,
transportation and discharge of materials into the environment, and relating to
safety and health. The recent trend in environmental legislation and regulation
generally is toward stricter standards, and this trend will likely continue.
These laws and regulations may:

- require the acquisition of a permit or other authorization before
  construction or drilling commences and for certain other activities;
- limit or prohibit construction, drilling and other activities on certain
  lands lying within wilderness and other protected areas; and
- impose substantial liabilities for pollution resulting from our operations.

The permits required for our operations may be subject to
revocation, modification and renewal by issuing authorities. Governmental
authorities have the power to enforce their regulations, and violations are
subject to fines, injunctions, or both. In management's opinion, we are in
substantial compliance with current applicable environmental laws and
regulations, and have no material commitments for capital expenditures to comply
with existing environmental requirements. Nevertheless, changes in existing
environmental laws and regulations or in interpretations thereof could have a
significant impact on our company, as well as the oil and natural gas industry
in general.

11

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The Comprehensive Environmental, Response, Compensation, and
Liability Act ("CERCLA") and comparable state statutes impose strict joint and
several liability on owners and operators of sites and on persons who disposed
of or arranged for the disposal of "hazardous substances" found at such sites.
It is not uncommon for the neighboring landowners and other third parties to
file claims for personal injury and property damage allegedly caused by the
hazardous substances released into the environment. The Federal Resource
Conservation and Recovery Act ("RCRA") and comparable state statutes govern the
disposal of "solid waste" and "hazardous waste" and authorize the imposition of
substantial fines and penalties for noncompliance. Although CERCLA currently
excludes petroleum from its definition of "hazardous substance," state laws
affecting our operations may impose clean-up liability relating to petroleum and
petroleum related products. In addition, although RCRA classifies certain oil
field wastes as "non-hazardous," such exploration and production wastes could be
reclassified as hazardous wastes thereby making such wastes subject to more
stringent handling and disposal requirements.

The Endangered Species Act ("ESA") seeks to ensure that
activities do not jeopardize endangered or threatened animal, fish and plant
species, nor destroy or modify the critical habitat of such species. Under ESA,
exploration and production operations, as well as actions by federal agencies,
may not significantly impair or jeopardize the species or its habitat. ESA
provides for criminal penalties for willful violations of ESA. Other statutes
that provide protection to animal and plant species and that may apply to our
operations include, but are not necessarily limited to, the Fish and Wildlife
Coordination Act, the Fishery Conservation and Management Act, the Migratory
Bird Treaty Act and the National Historic Preservation Act. Although we believe
that our operations are in substantial compliance with such statutes, any change
in these statutes or any reclassification of a species as endangered could
subject our company to significant expenses to modify our operations or could
force our company to discontinue certain operations altogether.

Climate Change.

Significant studies and research have been devoted to climate
change and global warming, and climate change has developed into a major
political issue in the United States and globally. Certain research suggests
that greenhouse gas emissions contribute to climate change and pose a threat to
the environment. Recent scientific research and political debate has focused in
part on carbon dioxide and methane incidental to oil and natural gas exploration
and production. Many states and the federal government have enacted legislation
directed at controlling greenhouse gas emissions, and future legislation and
regulation could impose additional restrictions or requirements in connection
with our drilling and production activities and favor use of alternative energy
sources, which could increase operating costs and demand for oil products. As
such, our business could be materially adversely affected by domestic and
international legislation targeted at controlling climate change.

The markets for our company's products are highly competitive.
Our company competes with many other exploration and development companies in
the oil and gas sector. Many of its competitors have greater financial,
operational and sales and marketing resources and more experience in exploration
and development than our company does.

Oil and natural gas are commodities whose prices are determined
based on world demand, supply and other factors, all of which are beyond our
control. World prices for oil and natural gas have fluctuated widely in recent
years, and we expect that prices will fluctuate in the future. Price
fluctuations will have a significant impact upon our revenue, the return from
our reserves and on our financial condition generally. Price fluctuations for
oil and natural gas commodities may also impact the investment market for
companies engaged in the oil and gas industry. Prices may not remain at current
levels. Decreases in the prices of oil and natural gas may have a material
adverse effect on our financial condition, the future results of our operations
and quantities of reserves recoverable on an economic basis.

These and other companies may have developed or could in the
future develop new technologies or develop new properties that compete with our
companys products. Competition in our companys markets is primarily driven by:

12

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- Ability to capitalize on leasehold properties through drilling programs;
- price of oil and gas;
- price to get product(s) to market;
- ability to develop, maintain and protect proprietary leaseholds and
  holdings;
- sales and distribution capabilities;
- new drilling technologies; and
- demand for products

Risks Associated with Our Common Stock

Our companys shares should be considered highly speculative
due to the nature of our company's business and the present stage of its
development. In evaluating our company and its business, shareholders should
carefully consider, in addition to the other information contained in this
quarterly report, the following risk factors. These risk factors are not a
definitive list of all risk factors associated with our company or in connection
with its operations. Our common stock is currently illiquid and highly
speculative. Investment therein involves a high risk of loss of an investor's
entire investment in our company. Each prospective investor is urged to
carefully review the risk factors discussed below and to discuss with management
the nature and extent of risks inherent in our company's proposed business in
determining whether to invest in our company.

In the future, our company may need to incur additional debt or
issue equity in order to fund working capital, capital expenditures and research
and development requirements. If our company is unable to obtain additional debt
or equity financing on acceptable terms or if it is limited with respect to
incurring additional debt or issuing equity, it may be unable to complete on the
drilling agreements attached herein. There can be no assurance that our company
will be able to raise additional funds to fund its operations.

Our company may need to raise substantial amounts of money to
fund a variety of future activities integral to the development of its business,
including but not limited to the following:

- for exploration of leasehold properties;
- to develop and prove out oil and gas reserves with third party independent
  consultants;
- to retain qualified employees, particularly in light of intense
  competition for qualified personnel;
- to drill and produce petroleum products for sale on the open market; and
- to acquire new leasehold properties or companies.

Our common stock is illiquid and shareholders may be unable
to sell their shares.

There is currently no market for our common stock and we can
provide no assurance to investors that a market will develop. If a market for
our common stock does not develop, our shareholders may not be able to re-sell
the shares of our common stock that they have purchased and they may lose all of
their investment. Public announcements regarding our company, changes in
government regulations, conditions in our market segment or changes in earnings
estimates by analysts may cause the price of our common shares to fluctuate
substantially. These fluctuations may adversely affect the trading price of our
common shares.

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Trading on the OTC Bulletin Board may be volatile and
sporadic, which could depress the market price of our common stock and make it
difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTC Bulletin Board service of
the Financial Industry Regulatory Authority. Trading in stock quoted on the OTC
Bulletin Board is often thin and characterized by wide fluctuations in trading
prices due to many factors that may have little to do with our operations or
business prospects. This volatility could depress the market price of our common
stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin
Board is not a stock exchange, and trading of securities on the OTC Bulletin
Board is often more sporadic than the trading of securities listed on a
quotation system like NASDAQ or a stock exchange like the American Stock
Exchange. Accordingly, our shareholders may have difficulty reselling any of
their shares.

Our stock is a penny stock. Trading of our stock may be
restricted by the SEC's penny stock regulations and FINRA's sales practice
requirements, which may limit a stockholder's ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines "penny stock" to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and "accredited investors". The term
"accredited investor" refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customer's account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customer's
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules; the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in, and limit
the marketability of, our common stock.

In addition to the "penny stock" rules promulgated by the
Securities and Exchange Commission, FINRA has adopted rules that require that in
recommending an investment to a customer, a broker-dealer must have reasonable
grounds for believing that the investment is suitable for that customer. Prior
to recommending speculative low priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information
about the customer's financial status, tax status, investment objectives and
other information. Under interpretations of these rules, FINRA believes that
there is a high probability that speculative low-priced securities will not be
suitable for at least some customers. FINRA requirements make it more difficult
for broker-dealers to recommend that their customers buy our common stock, which
may limit your ability to buy and sell our stock.

Risks Related to Our Business

Our operating results are difficult to predict and
fluctuations in them may cause volatility in the price of our shares.

Our companys business is subject to a variety of risks and
uncertainties and other factors that could cause actual events or results to
differ materially from those projected in the forward-looking statements. Such
factors include, but are not limited to, risks involve the possibility of
project cost overruns or unanticipated costs and expenses; the demand for and
price of petroleum products; the need for government permits to commence
drilling operations; the availability of third party contractors; changes in
governmental legislation; the need to obtain additional financing and
uncertainty as to the availability and terms of future financing and other risks
and uncertainties. Oil and gas explorations is inherently risky and there can be
no absolute guarantee that our company will be successful in proving petroleum reserves or in being successful in petroleum
production through drilling and other similar operations. 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 delays in obtaining governmental approvals or consents, shut-downs of
connected wells resulting from extreme weather conditions, problems in storage
and distribution and adverse geological and mechanical conditions. We will not
be able to eliminate these conditions completely in any case. Therefore, these
conditions could diminish our revenue and cash flow levels and result in the
impairment of our oil and natural gas interests.

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If, together with our partners, we succeed in discovering oil
and/or natural gas reserves, these reserves may not be capable of the production
levels we project or in sufficient quantities to be commercially viable. On a
long-term basis, our viability depends on our ability to find or acquire,
develop and commercially produce additional oil and natural gas reserves.
Without the addition of reserves through acquisition, exploration or development
activities, our reserves and production will decline over time as reserves are
produced. Our future reserves will depend not only on our ability to develop
then-existing properties, but also on our ability to identify and acquire
additional suitable producing properties or prospects, to find markets for the
oil and natural gas we may develop and to effectively distribute our
production.

Our future success will depend on the success of our
exploration program. Oil and gas exploration involves a high degree of risk.
These risks are more acute in the early stages of exploration. Our ability to
generate a return on our investments, revenues and our resulting financial
performance are significantly affected by the prices we receive for oil and
natural gas produced from wells on our acreage. Especially in recent years, the
prices at which oil and natural gas trade in the open market have experienced
significant volatility, and will likely continue to fluctuate in the foreseeable
future due to a variety of influences including, but not limited to, the
following:

- domestic and foreign demand for oil and natural gas by both refineries and
  end users;
- the introduction of alternative forms of fuel to replace or compete with
  oil and natural gas;
- domestic and foreign reserves and supply of oil and natural gas;
- competitive measures implemented by our competitors and domestic and
  foreign governmental bodies;
- weather conditions; and
- domestic and foreign economic volatility and stability.

A significant decrease in oil and natural gas prices could also
adversely impact our ability to raise additional capital to pursue future
drilling activities.

Our expenditures on exploration may not result in new
discoveries of oil or natural gas in commercially viable quantities. It is
difficult to project the costs of implementing an exploratory drilling program
due to the inherent uncertainties of drilling in unknown formations, the costs
associated with encountering various drilling conditions, such as over-pressured
zones and tools lost in the hole, and changes in drilling plans and locations as
a result of prior exploratory wells or additional seismic data and
interpretations thereof.

Even when used and properly interpreted, three-dimensional
(3-D) seismic data and visualization techniques only assist geoscientists in
identifying subsurface structures and hydrocarbon indicators. They do not allow
the interpreter to know conclusively if hydrocarbons are present or economically
producible. In addition, the use of three-dimensional (3-D) seismic data becomes
less reliable when used at increasing depths. We could incur losses as a result
of expenditures on unsuccessful wells. If exploration costs exceed estimates, or
if exploration efforts do not produce results which meet expectations, the
exploration efforts may not be commercially successful, which could adversely
impact our ability to generate revenues from our operations.

Our company undertakes no obligation to update forward-looking
statements if circumstances or management's estimates or opinions should change.
The reader is cautioned not to place undue reliance on forward-looking
statements.

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Possible Loss of Entire Investment

Prospective investors should be aware that if our company is
not successful in its endeavors, their entire investment in our company could
become worthless. Even if our company is successful, there can be no assurances
that investors will derive a profit from their investment.

Intellectual Property

Our company's success depends to a significant degree upon its
ability to develop, and produce petroleum products from its leasehold
properties. The nature of the seismic data and reserve projections are
proprietary to our company, but are not trademarked or patentable.

Legal Proceedings

In the course of our company's business, our company may from
time to time have access to confidential or proprietary information of third
parties, and these parties could bring a claim against the

Corporation asserting that it has misappropriated their
findings or technologies and had improperly incorporated such technologies into
our company's products. Due to these factors, there remains a constant risk of
intellectual property litigation affecting our company's business. In the
future, our company may be made a party to litigation involving intellectual
property matters and such actions, if determined adversely, could have a
material adverse effect on our company.

Exploration and Development Activities

Our company does not have any material product sales to date
and it is important for our company to continue to invest heavily in exploration
and development. However, because our company competes in a constantly evolving
market, it may pursue exploration and development projects that do not result in
viable commercial products. In addition, our company has in the past, and may in
the future, terminate exploration efforts in a particular area after it has made
substantial initial funding commitments in that area. Any failure to translate
exploration and development expenditures into successful new product
introductions would have an adverse effect on our company's business.

Future Growth

Our company's ability to achieve its expansion objectives and
to manage its growth effectively depends upon a variety of factors, including
our company's ability to successful explore and prove up petroleum reserves, to
attract and retain skilled employees and contractors, to successfully position
and market its products and to identify and acquire leasehold property rights
from third parties. In addition, our company faces significant challenges and
risks in building and managing its team, including managing geographically
dispersed exploration efforts. To accommodate growth and compete effectively,
our company will be required to improve its information systems, create
additional procedures and controls and expand, train, motivate and manage its
work force. Our company's future success will depend in part on the ability of
current and future management personnel to operate effectively, both
independently and as a group. There can be no assurance that our company's
personnel, systems, procedures and controls will be adequate to support its
future operations.

Business Combinations

Our company may, in the future, pursue other complementary
businesses and leasehold arrangements. Our company may also pursue strategic
alliances that leverage its industry experience to expand its geographic
presence. Our company has limited experience with respect to acquiring other
companies and limited experience with respect to forming collaborations,
strategic alliances and joint ventures. If our company were to make any proposed
transactions, it may not be able to integrate these transactions successfully
into its existing business and could assume unknown or contingent liabilities.
Any future transactions our company makes could also result in large and
immediate write-offs or the incurrence of debt and contingent liabilities, any
of which could harm our company's operating results. Integrating an acquired
company also may require management resources that otherwise would be available for ongoing development of our company's existing
business. Our company may not identify or complete these transactions in a
timely manner, on a cost-effective basis, or at all, and our company may not
realize the anticipated benefits of any transaction, technology license or
strategic alliance.

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Reliance on Third Parties

Our company relies on third party manufacturers to supply much
of its contracted employees and technologies. Some of these components are only
available from a limited number of suppliers or a limited group of suppliers,
either because the market for these components is in demand to support multiple
petroleum operators. Our company's reliance on outside vendors generally, and a
limited group of suppliers in particular, involves several risks, including:

- an inability to obtain an adequate supply of required exploration and
  drilling contractors due to operational capacity constraints, an acquisition
  or contracting of the contractor(s) by one of our company's competitors or
  other supply constraints;
- delays and long lead times in drilling and operation; and
- reduced control over quality and pricing of contractors.

If third party suppliers were to go out of business or be
unavailable, our company might be unable to find a replacement for such source
in a timely fashion.

We have no history as a cash flow positive Company

We have no history of earnings or cash flow from operations.
Management believes that it may continue incur losses in the short term.
Management cannot assure investors as to the time period it will continue to
incur losses. Management cannot assure investors that it will ever be
profitable.

If our exploration and production costs are higher than
anticipated, then our profitability will be adversely affected.

We are currently proceeding with the exploration and drilling
on our initial leasehold properties as well as further exploration of our
remaining properties. The activities that require completion include but are not
limited to basic research, garnering of seismic and historical data, third party
geologist reports and other factors unforeseen at this point. There are many
factors that could cause the cost of any or all of these activities to increase
including but not limited to: the cost to hire and retain the services of
employees or expert consultants, the cost to organize and execute drilling
programs, the cost of materials, the cost of specialized equipment required to
produce commercial-sized petroleum products, as well as other factors unforeseen
by management at this point.

Development and operating activities are inherently risky.

Development of drugs and cosmetics involves many risks that
even a combination of experience, knowledge and careful evaluation may not be
able to overcome. The nature of these risks are such that our company may be
forced to incur significant costs, or that significant delays in exploration,
drilling and commercialization may be incurred, that could have a material
adverse effect on our financial condition and business prospects.

Our estimates of success are subject to uncertainty.

Estimates of success are subject to considerable uncertainty.
Such estimates are arrived at using managements expectations, forecast and
other factors that are difficult to calculate or quantify.

Actual cash operating costs and economic returns on projects
may differ significantly from the original estimates, primarily due to the
occurrence of events that are unexpected or negative outcomes from exploration
of our leasehold properties that are very difficult to predict at the inception
of exploration efforts. Due to the presence of these factors, there is no
assurance that our petroleum products discussed herein will be completed.

17

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Reliance on Key Personnel

Since our company's products are highly technical in nature,
only highly qualified and trained petroleum exploration and drilling operators
have the necessary skills to develop and market its products and provide its
services.

As such, our company's future success also will depend in large
part on the continued service of its key contractors and management personnel,
including exploration and development, marketing and sales staffs. Our company
faces intense competition for these professionals from its competitors, its
customers and other companies throughout its industry. Our company does not
generally enter into employment agreements requiring these employees to continue
their employment for any period of time.

Any failure on our company's part to hire, train and retain a
sufficient number of qualified professionals would seriously damage its
business.

Our company shall deal with the various regulatory and
governmental agencies, and the rules and regulations of such agencies. No
assurances can be given that it will be successful in its efforts. Further, in
order for our company to operate and grow its business, it needs to continually
conform to the laws, rules and regulations of such jurisdiction. It is possible
that the legal and regulatory situation pertaining to the development of our
petroleum products will change. Uncertainty and new regulations and rules could
increase our companys cost of doing business or prevent it from conducting its
business.

ITEM 3. QUANTITATIVE DISCLOSURES ABOUT MARKET RISKS

As a smaller reporting company, we are not required to
provide the information required by this Item.

ITEM 4 CONTROLS AND PROCEDURES

Managements Report on Disclosure Controls and
Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our president (our
principal executive officer) and our chief financial officer (our principal
financial officer and principal accounting officer) to allow for timely
decisions regarding required disclosure.

As of the end of our quarter covered by this report, we carried
out an evaluation, under the supervision and with the participation of our
president (our principal executive officer) and our chief financial officer (our
principal financial officer and principal accounting officer), of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on the foregoing, our president (our principal executive
officer) and our chief financial officer (our principal financial officer and
principal accounting officer) concluded that our disclosure controls and
procedures were effective as of the end of the period covered by this quarterly
report.

Changes in Internal Control over Financial
Reporting

There have been no changes in our internal controls over
financial reporting that occurred during the quarter ended April 30, 2011 that
have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

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

During the quarter covered by this Report we did not have any
previously undisclosed, unregistered, sales of equity securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. [REMOVED AND RESERVED] ITEM 5. OTHER
INFORMATION None.

ITEM 6. EXHIBITS

|Exhibit | Description                                                                                                                                                                                                  
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|No.     |                                                                                                                                                                                                              
|(3)     | Articles of Incorporation and Bylaws                                                                                                                                                                         
|3.1     | Articles of Incorporation (incorporated by reference to
      our Registration Statement on Form SB-2 filed on March 6, 2006).                                                                               
|3.2     | Bylaws (incorporated by reference to our Registration
      Statement on Form SB-2 filed on March 6, 2006).                                                                                                  
|3.3     | Articles of Merger filed with the Nevada Secretary of
      State on April 9, 2008 effective April 23, 2008 (incorporated by reference
      to our Current Report on Form 8-K filed on May 2, 2008).        
|3.4     | Certificate of Change filed with the Nevada Secretary of
      State on April 9, 2008 effective April 23, 2008 (incorporated by reference
      to our Current Report on Form 8-K filed on May 2, 2008).     
|3.5     | Certificate of Change filed with the Nevada Secretary of
      State on June 4, 2008 effective June 12, 2008 (incorporated by reference
      to our Quarterly Report on Form 10-QSB filed on June 16, 2008).
|3.6     | Articles of Merger filed with the Nevada Secretary of
      State on December 29, 2010 (incorporated by reference to our Current
      Report on Form 8-K filed on January 4, 2011).                         
|3.7     | Certificate of Change filed with the Nevada Secretary of
      State on December 29, 2010 (incorporated by reference to our Current
      Report on Form 8-K filed on January 4, 2011).                      
|3.8     | Certificate of Change filed with the Nevada Secretary of
      State on February 3, 2011 (incorporated by reference to our Current Report
      on Form 8-K filed on February 8, 2011).                      
|(10)    | Material Contracts                                                                                                                                                                                           
|10.1    | Term Loan Agreement with Gruppo Trimark Management Corp.,
      dated May 28, 2008 (incorporated by reference to our Current Report on
      Form 8-K filed on June 2, 2008).                                

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|Exhibit | Description                                                                                                                                                                              
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|No.     |                                                                                                                                                                                          
|10.2    | Amending Agreement with Gruppon Trimark Management Corp.
      dated March 15, 2010 (incorporated by referenced to our Quarterly Report
      on Form 10-Q filed on September 14, 2010). 
|10.3    | Asset Acquisition Agreement with AD Consult and Invest
      S.A. dated March 17, 2011 (incorporated by reference to our Current Report
      on Form 8-K filed on March 24, 2011).      
|10.4    | Amended Asset Acquisition Agreement with AD Consult and
      Invest S.A. dated April 5, 2011 (incorporated by reference to our Current
      Report on Form 8-K filed on April 5, 2011).
|10.5    | Option Agreement with AD Consult and Invest S.A. dated
      April 5, 2011 (incorporated by reference to our Current Report on Form 8-K
      filed on April 5, 2011).                   
|10.6    | Exploration Agreement with Longshot Oil, LLC dated April
      8, 2011 (incorporated by reference to our Current Report on Form 8-K filed
      on April 26, 2011).                      
|10.7    | Escrow Agreement with Longshot Oil, LLC and Holmes &
      Company dated April 8, 2011 (incorporated by reference to our Current
      Report on Form 8-K filed on April 26, 2011).      
|10.8    | Exploration Agreement with Longshot Oil, LLC and Holmes
      & Company dated May 30, 2011 (incorporated by reference to our Current
      Report on Form 8-K filed on June 6, 2011).    
|10.9    | Escrow Agreement with Longshot Oil, LLC and Holmes &
      Company dated May 30, 2011 (incorporated by reference to our Current
      Report on Form 8-K filed on June 6, 2011).         
|(31)    | Rule 13a-14(a) / 15d-14(a) Certifications                                                                                                                                                
|31.1*   | Certification filed pursuant to Section 302 of the
  Sarbanes-Oxley Act of 2002 of the Principal Executive Officer.                                                                      
|31.2*   | Certification filed pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and
      Principal Accounting Officer.                           
|(32)    | Section 1350 Certifications                                                                                                                                                              
|32.1*   | Certification filed pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002 of the Principal Executive Officer.                                                                  
|32.2*   | Certification filed pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and
      Principal Accounting Officer.                           

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

|                    | UNIONTOWN ENERGY INC.                                      
|------------------- | -----------------------------------------------------------
|                    |                                                            
|                    |                                                            
|Date: June 17, 2011 | /s/
      Darren R. Stevenson                              
|                    | Darren R. Stevenson                                        
|                    | President, Chief Executive Officer and Director            
|                    | (Principal Executive Officer)                              
|                    |                                                            
|                    |                                                            
|Date: June 17, 2011 | /s/
      Terry Fields                                     
|                    | Terry Fields                                               
|                    | Chief Financial, Officer, Secretary, Treasurer
      and   
|                    | Director                                                   
|                    | (Principal Financial Officer and Principal
      Accounting
|                    | Officer)                                                   

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