Filed by sedaredgar.com - Doral Energy Corp.

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F/zz0bl0CDXG58B/EYzU8PhS2mK8l7HFeO86AVWik43P+RmQ1eu2wwwtIoZEqLsP zoul8JHCOdDS2x4IfSKodQ== 0001062993-08-003444.txt : 20080805 0001062993-08-003444.hdr.sgml : 20080805 20080805164058 ACCESSION NUMBER: 0001062993-08-003444 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080805 DATE AS OF CHANGE: 20080805 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Doral Energy Corp. CENTRAL INDEX KEY: 0001373485 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 980555508 FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83408 FILM NUMBER: 08991836 BUSINESS ADDRESS: STREET 1: 111 N. SEPULVEDA BLVD., SUITE 250 CITY: MANHATTAN BEACH STATE: CA ZIP: 90266 BUSINESS PHONE: 310-937-1511 MAIL ADDRESS: STREET 1: 111 N. SEPULVEDA BLVD., SUITE 250 CITY: MANHATTAN BEACH STATE: CA ZIP: 90266 FORMER COMPANY: FORMER CONFORMED NAME: Language Enterprises Corp. DATE OF NAME CHANGE: 20060821 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KIRKITELOS PAUL C CENTRAL INDEX KEY: 0001419496 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 310-937-1511 MAIL ADDRESS: STREET 1: 111 N. SEPULVEDA BLVD, SUITE 250 CITY: MANHATTAN BEACH STATE: CA ZIP: 90266 SC 13D/A 1 sched13a.htm AMENDED SCHEDULE 13D Filed by sedaredgar.com - Doral Energy Corp. - Schedule 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

DORAL ENERGY CORP.
(Name of Issuer)

COMMON STOCK, $0.001 PER SHARE PAR VALUE
(Title of Class of Securities)

258114 10 7
(CUSIP Number)

PAUL C. KIRKITELOS
111 N. Sepulveda Blvd., Suite 250
Manhattan Beach, CA 90266
(310) 937-1511
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 23, 2008
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d -1(e), 240.13d - -1(f) or 240.13d -1(g), check the following box [ ].

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 258114 107

1.	Names of Reporting Persons: PAUL C. KIRKITELOS


2.	Check the Appropriate Box if a Member of a Group (See Instructions)
(a)	[_]
(b)	[_]
	NOT APPLICABLE


3.	SEC Use Only: .


4.	Source of Funds (See Instruction): PF (Personal Funds)


5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): N/A


6.	Citizenship or Place of Organization: UNITED STATES CITIZEN

Number of Shares Beneficially by Owned by Each Reporting Person With:

7.	Sole Voting Power: 46,800,000 SHARES


8.	Shared Voting Power: NOT APPLICABLE


9.	Sole Dispositive Power: 46,800,000 SHARES


10.	Shared Dispositive Power: NOT APPLICABLE


11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 46,800,000 SHARES

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

	NOT APPLICABLE

13.	Percent of Class Represented by Amount in Row (11): 43.7%


14.	Type of Reporting Person (See Instructions): IN (Individual)

Page 2 of 5

CUSIP No. 258114 107

ITEM 1. SECURITY AND ISSUER.

This Schedule 13D/A (Amendment No. 1) is being filed by Paul Kirkitelos to amend and supplement the Schedule 13D of the Reporting Person dated November 23, 2007 filed with the Securities and Exchange Commission. Except as specifically amended hereby, the disclosure set forth in the previously filed Schedule 13D shall remain unchanged.

The class of equity securities to which this Schedule 13D Statement relates is shares of common stock, par value $0.001 per share, of Doral Energy Corp., a Nevada corporation (the “Company”). The principal executive offices of the Company are located at 111 N. Sepulveda Blvd., Suite 250, Manhattan Beach, CA 90266.

ITEM 2. IDENTITY AND BACKGROUND

A.	Name of Person filing this Statement:

	PAUL C. KIRKITELOS (the “Reporting Person”)

B.	Residence or Business Address:

	The business address of the Reporting Person is 111 N. Sepulveda Blvd., Suite 250, Manhattan Beach, CA 90266.

C.	Present Principal Occupation and Employment:

	On November 21, 2007, the Reporting Person was appointed the Chief Executive Office, Chief Financial Officer, President, Secretary and Treasurer of the Company. On December 24, 2007, the Reporting Person was appointed as a member of the Company’s Board of Directors. The principal executive offices of the Company are located at 111 N. Sepulveda Blvd., Suite 250, Manhattan Beach, CA 90266.

D.	The Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.

E.	The Reporting Person has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction where, as a result of such proceeding, there was or is a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

F.	Citizenship: The Reporting Person is a citizen of the United States of America.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

On November 23, 2007, pursuant to the terms of a Share Transfer Agreement (the “Share Transfer Agreement”) among the Reporting Person, Jonathan Moore, a Director of the Company, and Naomi Moore, also a Director of the Company, the Reporting Person purchased 1,170,000 shares of the Company’s common stock from each of Mr. Moore and Mrs. Moore, being 2,340,000 shares of the Company’s common stock in aggregate (the “Shares”). In consideration of the Shares, the Reporting Person paid $124,990 to each of Mr. Moore and Mrs. Moore, equal to $249,980 in the aggregate. On January 7, 2008, the Company effected a 25-for-1 stock split of its common stock. As a result, the Reporting Person held 58,500,000 shares of the Company’s common stock as of January 7, 2008.

Page 3 of 5

CUSIP No. 258114 107

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the previously filed Schedule 13D is amended to read as follows:

On July 23, 2008, the Reporting Person entered into share transfer agreement with WS Oil & Gas Limited. Under the terms of this share transfer agreement, the Reporting Person sold 9,700,000 Common Shares to WS Oil & Gas Limited in consideration of the payment of $41,419.

Also on July 23, 2008, the Reporting Person entered into share transfer agreement with Seale Energy Partners LP. Under the terms of this share transfer agreement, the Reporting Person sold 2,000,000 Common Shares to Seale Energy Partners LP in consideration of the payment of $8,540.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a)	Aggregate Beneficial Ownership:

	As of July 31, 2008, the Reporting Person beneficially owns the following securities of the Company:

Title of Security	Amount	Percentage of Shares of Common Stock

Common Stock	46,800,000	43.7%⁽¹⁾

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on the date of this Statement. Applicable percentage of ownership is based on 107,087,500 common shares outstanding as of July 31, 2008, plus any securities held by such security holder exercisable for or convertible into common shares within sixty (60) days after the date of this Report, in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended.

(b)	Power to Vote and Dispose of the Company Shares:

	The Reporting Person has the sole power to vote or to direct the vote of the Shares held by him and has the sole power to dispose of or to direct the disposition of the Shares held by him.

(c)	Transactions Effected During the Past 60 Days:

	Except for the purchase of the Shares described above, the Reporting Person has not effected any transactions in the Company’s securities during the 60 days prior to the date of this Statement.

(d)	Right of Others to Receive Dividends or Proceeds of Sale:

	Not Applicable.

(e)	Date Ceased to be the Beneficial Owner of More Than Five Percent:

	Not Applicable.

Page 4 of 5

CUSIP No. 258114 107

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

None.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

(a)	Share Transfer Agreement dated effective July 23, 2008 between Paul C. Kirkitelos and WS Oil & Gas Limited.

(b)	Share Transfer Agreement dated effective July 23, 2008 between Paul C. Kirkitelos and Seale Energy Partners LP.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	August 4, 2008
	Date


	/s/ Paul C. Kirkitelos
	Signature


	PAUL C. KIRKITELOS
	Name/Title

Page 5 of 5

EX-99.1 2 exhibit99-1.htm AGREEMENT Filed by sedaredgar.com - Doral Energy Corp. - Exhibit 99.1

SHARE TRANSFER AGREEMENT

THIS AGREEMENT dated effective the 23rd day of July, 2008

BETWEEN:

PAUL C. KIRKITELOS of Suite 250, 111 N. Sepulveda Blvd., Manhattan Beach, CA 90266

(the “Vendor”)

OF THE FIRST PART

AND:

WS OIL & GAS LIMITED, a Texas limited partnership having a business address at 2002 Bedford, Midland, TX 79701

(the “Purchaser”)

OF THE SECOND PART

WHEREAS, the Purchaser has agreed to purchase, and the Vendor has agreed to sell, 9,700,000 shares of the Company’s common stock owned by the Vendor on the terms, and subject to the conditions, as set out in this Agreement.

THIS AGREEMENT WITNESSES THAT in consideration of the premises, and the covenants, agreements, representations, warranties and payments set out and provided for herein, the parties hereto covenant and agree with each other as follows:

1. INTERPRETATION

1.1 Where used herein or in any amendments or schedules hereto, the following terms shall have the following meanings:

	(a)	“Company” means Doral Energy Corp.

	(b)	"Company Shares" means the shares of the Company legally and beneficially owned by the Vendor to be acquired by the Purchaser.

	(c)	“Purchase Price” means the purchase price set out in Section 2.2 hereto.

	(d)	“SEC” means the United States Securities and Exchange Commission.

	(e)	“Securities Act” means the United States Securities Act of 1933, as amended.

	(f)	“Securities Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

1.2 All dollar amounts referred to in this Agreement are in United States funds, unless expressly stated otherwise.

2. PURCHASE AND SALE OF SHARES

2.1 Upon the terms and subject to the conditions of this Agreement, the Vendor hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Vendor, 9,700,000 shares of the Company’s common stock (the “Company Shares”), free and clear of all liens, charges and encumbrances whatsoever.

-2-

2.2 In consideration for the sale of the Company Shares by the Vendor to the Purchaser, the Purchaser agrees to pay the purchase price of $41,419 to the Vendor (the “Purchase Price”), being $0.00427 per share, upon closing as set out in Sections 5.1 and 5.2 hereto.

3. COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby covenants with and acknowledges, represents and warrants to the Vendor as follows, and acknowledges that the Vendor is relying upon such covenants, acknowledgements, representations and warranties in connection with the sale of the Company Shares to the Purchaser:

3.1 The Purchaser is familiar with the provisions of Regulation D promulgated under the Securities Act.

3.2 The Purchaser, and each of the beneficial owners of the Purchaser, are accredited investors as defined in Rule 501 of Regulation D.

An “Accredited Investor”, as such term is defined in Rule 501 of Regulation D of the Securities Act, means any person who comes within any of the following categories:

(a) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000;

(b) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

(c) Any director or executive officer of the Company;

(d) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii);

(e) Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

(f) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(g) Any bank as defined in Section 3(a)(2) of the Securities Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity;

(h) Any insurance company as defined in Section 2(a)(13) of the Securities Act;

(i) Any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act;

(j) Any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;

(k) Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;

-3-

(l) Any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, if the employee benefit plan has total assets in excess of $5,000,000, or if a self-directed plan, with investment decisions made solely by persons that are accredited investors; and

(m) Any entity in which all of the equity owners are accredited investors.

3.3 The Purchaser acknowledges and agrees that the Company Shares are “restricted securities” as contemplated under the Securities Act, which were issued pursuant to an exemption from the registration requirements of the Securities Act. The Purchaser further acknowledges and agrees that the sale of the Company Shares by the Vendor has not been registered under the Securities Act, and that all certificates representing the Company Shares will be endorsed with a legend substantially similar to the following:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND HAVE BEEN OFFERED AND SOLD ONLY TO ACCREDITED INVESTORS IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE SECURITIES ACT OR ARE EXEMPT FROM SUCH REGISTRATION.”

3.4 The Purchaser is acquiring the Company Shares for its own account for investment purposes, with no present intention of dividing his interest with others or reselling or otherwise disposing of any or all of the Company Shares.

3.5 The Purchaser does not intend any sale of the Company Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or nonoccurrence of any predetermined event or circumstance.

3.6 The Purchaser has no present or contemplated agreement providing for the sale or other disposition of the Company Shares.

3.7 The Purchaser is not aware of any circumstance presently in existence which is likely in the future to prompt a sale or other disposition of the Company Shares.

3.8 The Purchaser possesses the financial and business experience to make an informed decision to acquire the Company Shares and has had access to all information relating to the Company and its business operations which would be necessary to make an informed decision to purchase the Company Shares.

3.9 The Purchaser has full power, capacity and authority to enter into this Agreement on the terms and conditions set forth herein, and this Agreement constitutes, and all other documents required to be executed and delivered by the Purchaser will, when executed constitute, a valid and legally binding obligation of the Purchaser, enforceable in accordance with their terms, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the enforcement of creditors’ rights generally, and (ii) as may be limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

4. COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE VENDOR

The Vendor covenants with and acknowledges, represents and warrants to the Purchaser as follows, and acknowledges that the Purchaser is relying upon such covenants, acknowledgements, representations and warranties in connection with the purchase by the Purchaser of the Company Shares:

4.1 The Vendor is the legal, beneficial and recorded owner of the Company Shares set out in Section 2.1 hereto, with good and marketable title thereto, free and clear of all mortgages, liens, charges, security interests, adverse claims, pledges, encumbrances and demands whatsoever.

-4-

4.2 No person, firm or corporation has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase of any of the Company Shares from the Vendor.

4.3 The Vendor has full power, capacity and authority to enter into this Agreement on the terms and conditions set forth herein, and this Agreement constitutes, and all other documents required to be executed and delivered by the Vendor will, when executed constitute, a valid and legally binding obligation of the Vendor, enforceable in accordance with their terms, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the enforcement of creditors’ rights generally, and (ii) as may be limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

5. CLOSING AND POST-CLOSING ARRANGEMENTS

5.1 Closing of the purchase and sale of the Company Shares shall take place on a date, at a time, and at a location mutually agreed upon by the parties hereto.

5.2 Upon closing:

	(a)	the Vendor shall deliver to the Purchaser the certificates representing all of the Company Shares duly endorsed in blank for transfer or with a stock power of attorney (in either case with the signature guaranteed by an appropriate official), with any and all applicable security transfer taxes paid, and together with all other instruments, certificates or documents as may be required by the Company’s transfer agent to record the transfer of the Company Shares to the Purchaser or as may otherwise be required to transfer the Company Shares to the Purchaser free and clear of all liens, charges and encumbrances of any kind whatsoever; and

	(b)	the Purchaser shall deliver to the Vendor the Purchase Price.

6. GENERAL PROVISIONS

6.1 Time shall be of the essence of this Agreement.

6.2 This Agreement contains the whole agreement between the parties hereto in respect of the purchase and sale of the Company Shares and there are no warranties, representations, terms, conditions or collateral agreements expressed, implied or statutory, other than as expressly set forth in this Agreement.

6.3 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. The Purchaser may not assign this Agreement without the consent of the Vendor, which consent may be withheld for any reason whatsoever.

6.4 Any notice to be given under this Agreement shall be duly and properly given if made in writing and delivered or telecopied to the addressee at the address as set out on page one of this Agreement. Any notice given as aforesaid shall be deemed to have been given or made on, if delivered, the date on which it was delivered or, if telecopied, on the next business day after it was telecopied. Any party hereto may change its address for notice from time to time by providing notice of such change to the other parties hereto in accordance with the foregoing.

6.5 This Agreement may be executed in one or more counterparts, each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement.

6.6 This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Nevada, and each of the parties hereto irrevocably attorns to the jurisdiction of the courts of the State of Nevada.

-5-

6.7 This Agreement has been prepared by O’Neill Law Group PLLC as legal counsel for the Company, and the Vendor and the Purchaser acknowledge and agree that they have been advised to seek separate legal counsel with respect to the matters contained in this Agreement.

6.8 This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date of this Agreement.

SIGNED, SEALED AND DELIVERED
BY PAUL C. KIRKITELOS
in the presence of:

/s/ Jeffrey Roger Grayhart		/s/ Paul C. Kirkitelos
Signature of Witness		PAUL C. KIRKITELOS

Jeffrey Roger Grayhart
Name

1207 Beryl St. Apt C, Redondo Beach, CA 90277
Address


WS OIL & GAS LIMITED,
a Texas limited partnership,
by its authorized signatory:

/s/ Everett W. Gray II

General Partner

EX-99.2 3 exhibit99-2.htm AGREEMENT Filed by sedaredgar.com - Doral Energy Corp. - Exhibit 99.2

SHARE TRANSFER AGREEMENT

THIS AGREEMENT dated effective the 23rd day of July, 2008

BETWEEN:

PAUL C. KIRKITELOS of Suite 250, 111 N. Sepulveda Blvd., Manhattan Beach, CA 90266

(the “Vendor”)

OF THE FIRST PART

AND:

SEALE ENERGY PARTNERS LP, a Texas limited liability company having a business address at 14942 Sandalfoot Street, Houston, TX 77095

(the “Purchaser”)

OF THE SECOND PART

WHEREAS, the Purchaser has agreed to purchase, and the Vendor has agreed to sell, 2,000,000 shares of the Company’s common stock owned by the Vendor on the terms, and subject to the conditions, as set out in this Agreement.

1. INTERPRETATION

1.1 Where used herein or in any amendments or schedules hereto, the following terms shall have the following meanings:

	(a)	“Company” means Doral Energy Corp.

	(b)	"Company Shares" means the shares of the Company legally and beneficially owned by the Vendor to be acquired by the Purchaser.

	(c)	“Purchase Price” means the purchase price set out in Section 2.2 hereto.

	(d)	“SEC” means the United States Securities and Exchange Commission.

	(e)	“Securities Act” means the United States Securities Act of 1933, as amended.

	(f)	“Securities Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

1.2 All dollar amounts referred to in this Agreement are in United States funds, unless expressly stated otherwise.

2. PURCHASE AND SALE OF SHARES

2.1 Upon the terms and subject to the conditions of this Agreement, the Vendor hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Vendor, 2,000,000 shares of the Company’s common stock (the “Company Shares”), free and clear of all liens, charges and encumbrances whatsoever.

-2-

2.2 In consideration for the sale of the Company Shares by the Vendor to the Purchaser, the Purchaser agrees to pay the purchase price of $8,540 to the Vendor (the “Purchase Price”), being $0.00427 per share, upon closing as set out in Sections 5.1 and 5.2 hereto.

3. COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

3.1 The Purchaser is familiar with the provisions of Regulation D promulgated under the Securities Act.

3.2 The Purchaser, and each of the beneficial owners of the Purchaser, are accredited investors as defined in Rule 501 of Regulation D.

An “Accredited Investor”, as such term is defined in Rule 501 of Regulation D of the Securities Act, means any person who comes within any of the following categories:

(a) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000;

(c) Any director or executive officer of the Company;

(e) Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

(h) Any insurance company as defined in Section 2(a)(13) of the Securities Act;

(i) Any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act;

(j) Any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;

-3-

(m) Any entity in which all of the equity owners are accredited investors.

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND HAVE BEEN OFFERED AND SOLD ONLY TO ACCREDITED INVESTORS IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE SECURITIES ACT OR ARE EXEMPT FROM SUCH REGISTRATION.”

3.6 The Purchaser has no present or contemplated agreement providing for the sale or other disposition of the Company Shares.

3.7 The Purchaser is not aware of any circumstance presently in existence which is likely in the future to prompt a sale or other disposition of the Company Shares.

4. COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE VENDOR

-4-

5. CLOSING AND POST-CLOSING ARRANGEMENTS

5.1 Closing of the purchase and sale of the Company Shares shall take place on a date, at a time, and at a location mutually agreed upon by the parties hereto.

5.2 Upon closing:

	(a)	the Vendor shall deliver to the Purchaser the certificates representing all of the Company Shares duly endorsed in blank for transfer or with a stock power of attorney (in either case with the signature guaranteed by an appropriate official), with any and all applicable security transfer taxes paid, and together with all other instruments, certificates or documents as may be required by the Company’s transfer agent to record the transfer of the Company Shares to the Purchaser or as may otherwise be required to transfer the Company Shares to the Purchaser free and clear of all liens, charges and encumbrances of any kind whatsoever; and

	(b)	the Purchaser shall deliver to the Vendor the Purchase Price.

6. GENERAL PROVISIONS

6.1 Time shall be of the essence of this Agreement.

6.5 This Agreement may be executed in one or more counterparts, each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement.

-5-

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date of this Agreement.

SIGNED, SEALED AND DELIVERED
BY PAUL C. KIRKITELOS
in the presence of:

/s/ Jeffrey Roger Grayhart		/s/ Paul C. Kirkitelos
Signature of Witness		PAUL C. KIRKITELOS

Jeffrey Roger Grayhart
Name

1207 Beryl St. Apt C, Redondo Beach, CA 90277
Address

SEALE ENERGY PARTNERS LP,
a Texas limited liability company,
by its authorized signatory:

/s/ H. Patrick Seale

Managing Partner
H. Patrick Seale

Manager of Aver Court Energy LLC

General Partner of Seale Energy Partners LP

-----END PRIVACY-ENHANCED MESSAGE-----