TurnKeyOil....This is what I found
Securities Issued in Connection with the Merger
On October 18, 2010, the Company pursuant to the Reorganization Agreement with High Plaines Gas, LLC. issued 52,000,000 common shares to nine individuals representing 100% of the membership in High Plaines Gas, LLC as a result High Plaines Gas, LLC became a 100% owned subsidiary of the Company. This issuance was completed in accordance with Section 4(2) of the Securities Act in an offering without any public offering or distribution. These shares are restricted securities and include an appropriate restrictive legend
On October 18, 2010, the Company converted all outstanding loan balances including any accrued interest into 12,501,400 common shares issued to five entities. The loans consisted of loans originally from related parties assigned to the entities totaling $295,265 and additional loans or assignments for payment of all outstanding accounts payable and accrued liabilities totaling $ 110,663
The shares were issued as exempted transactions under Section 4(2) and/or Regulation S of the Securities Act of 1933. They are subject to Rule 144 of the Securities Act of 1933. The recipient(s) of our securities took them for investment purposes without a view to distribution. Furthermore, they had access to information concerning our Company and our business prospects; there was no general solicitation or advertising for the purchase of our securities; and the securities are restricted pursuant to Rule 144 and include an appropriate restrictive legend.
Clinton
