10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1) 

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

For the quarterly period ended March 31, 2012

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

For the transition period from _________ to _______________

Commission File Number 000-54576

RICHFIELD OIL & GAS COMPANY

(Exact name of registrant as specified  in its charter)

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

15 W. South Temple, Suite 1050

Salt Lake City, UT  84101

(Address of principal executive offices)

(801) 519-8500

(Registrant’s telephone number, including area code)

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

Yes x No ¨

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

Yes x  No ¨

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

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

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

Yes ¨ No x

The issuer had 284,316,661 shares of common stock outstanding as of May 15, 2012.

EXPLANATORY NOTE

The sole purpose of this Amendment No. 1 to Richfield Oil & Gas Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012, filed with the Securities and Exchange Commission on May 15, 2012 (the “Form 10-Q”), is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 provides the financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

ITEM 6. EXHIBITS

The list of exhibits in the Exhibit Index is incorporated herein by reference.

SIGNATURES

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

	RICHFIELD OIL & GAS COMPANY
Dated: June 13, 2012	By:	/s/ DOUGLAS C. HEWITT, SR
		Douglas C. Hewitt, Sr.
		Chief Executive Officer
Dated: June 13, 2012	By:	/s/GLENN G. MACNEIL
		Glenn G. MacNeil.
		Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101**	The following financial information from Richfield Oil & Gas Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets (Unaudited) as at March 31, 2012 and December 31, 2011; (ii) Condensed Consolidated Statements of Operations (Unaudited) for the three months ended March 31, 2012 and 2011; (iii) Condensed Consolidated Statement of Stockholders’ Equity (Unaudited) for the three months ended March 31, 2012; (iv) Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2012 and 2011; and (v) the Notes to Condensed Consolidated Financial Statements (Unaudited), tagged as blocks of text.

* Filed previously.

** Submitted electronically herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2012

Subsequent Events [Abstract]

Subsequent Events [Text Block]

NOTE 18     SUBSEQUENT EVENTS

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

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

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

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

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

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

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

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

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

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

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GOING CONCERN

3 Months Ended

Mar. 31, 2012

Going Concern Disclosure [Abstract]

Going Concern Disclosure [Text Block]

NOTE 2     GOING CONCERN

The Company’s condensed consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the liquidation of liabilities in the ordinary course of business. The Company has incurred substantial losses from operations causing negative working capital, in that current liabilities far exceed current assets, and the Company has negative operating cash flows, which raise substantial doubt about the Company’s ability to continue as a going concern. The Company sustained a net loss for the three months ended March 31, 2012 of $2,128,133 and a net loss for the year ended December 31, 2011 of $9,613,034, and has an accumulated deficit of $24,679,599, at March 31, 2012.

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

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

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ORGANIZATION AND NATURE OF BUSINESS

3 Months Ended

Mar. 31, 2012

Accounting Policies [Abstract]

Business Description and Basis of Presentation [Text Block]

NOTE 1     ORGANIZATION AND NATURE OF BUSINESS

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

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

The Company has been involved in leasing, exploring and drilling in Kansas, Oklahoma, Utah and Wyoming since its formation. The Company has over 20,000 acres of leasehold, seismic surveys, and numerous drilling projects in these states.  The Company uses proven technologies and drilling and production methods that are both efficient and environmentally sound.

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Condensed Consolidated Balance Sheets (USD $)	Mar. 31, 2012	Dec. 31, 2011
ASSETS
Cash and cash equivalents	$ 161,894	$ 37,157
Accounts receivables, (net of allowances of $135,453 and $0)	316,558	341,568
Deposits and prepaid expenses	516,691	295,829
Other current assets	16,245	16,245
Total current assets	1,011,388	690,799
Properties and equipment, at cost - successful efforts method:
Proved properties, including wells and related equipment	4,353,308	3,998,069
Unproved properties	12,192,268	11,936,824
Accumulated depletion, depreciation, and amortization	(747,027)	(702,982)
Properties and equipment, at cost - successful efforts method	15,798,549	15,231,911
Other properties and equipment	197,615	197,615
Accumulated depreciation	(163,939)	(156,565)
Property, Plant and Equipment, Net, Total	33,676	41,050
Other assets	30,030	30,018
Total assets	16,873,643	15,993,778
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	1,499,937	1,478,493
Accrued expenses and other payables	1,065,111	879,484
Current portion of notes payable	1,060,855	2,277,497
Current portion of convertible notes payable	3,273,060	1,945,060
Current portion of capital leases	36,283	35,479
Due to directors	22,397	27,934
Due to related parties	288,800	245,740
Total current liabilities	7,246,443	6,889,687
Long-term liabilities
Notes payable, net of current portion	22,237	30,143
Capital lease obligation, net of current portion	6,370	15,748
Asset retirement obligations	355,212	350,243
Total long-term liabilities	383,819	396,134
Total liabilities	7,630,262	7,285,821
Stockholders' equity
Preferred stock, par value $.001; 50,000,000 authorized, (0 shares outstanding)	0	0
Common stock, par value $.001; 450,000,000 authorized, (3/31/2012 - 282,338,025 shares outstanding and 12/31/2011 - 270,886,947 shares outstanding)	282,338	270,887
Additional paid-in capital - common stock	33,640,642	30,988,536
Accumulated deficit	(24,679,599)	(22,551,466)
Total stockholders' equity	9,243,381	8,707,957
Total liabilities and stockholders' equity	$ 16,873,643	$ 15,993,778

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Condensed Consolidated Statement of Stockholders' Equity [Parenthetical] (USD $)	3 Months Ended
	Mar. 31, 2012
Par Value Of Stock Issued For Oil And Gas Properties	$ 0.25
Par Value Of Stock Issued For Consultants Compensation Minimum Range	$ 0.16
Par Value Of Stock Issued For Consultants Compensation Maximum Range	$ 0.25
Par Value Of Common Stock Issued Minimum Range	$ 0.16
Par Value Of Common Stock Issued Maximum Range	$ 0.25
Par Value Of Stock Issued For Settlement Of Accounts Payables Including Accrued Interest	$ 0.25
Par Value Of Stock Issued For Directors Compensation	$ 0.25

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OPERATING LEASES

3 Months Ended

Mar. 31, 2012

Leases, Operating [Abstract]

Operating Leases of Lessor Disclosure [Text Block]

 NOTE 15     OPERATING LEASES

The Company leases office space in Salt Lake City, Utah (“Premises Lease”) which consists of approximately 3,903 square feet.  The Company has a prepaid security deposit of $8,954.  The lease term was originally for three years beginning June 1, 2005. On June 1, 2008, the lease was extended for an additional 3 years until May 31, 2011, and amended on April 1, 2011 to extend the Premises Lease until August 31, 2011. A new one-year lease agreement was effective as of September 1, 2011 with the option to renew annually for two additional years. For the three months ended March 31, 2012 and 2011, the Premises Lease payments were $28,871 and $9,606, respectively. Beginning September 1, 2011, the Company’s annualized lease obligation was $107,470, or $8,956 per month. The option to renew for the period September 1, 2012 to August 31, 2013 is an annualized obligation of $110,167 and for the period September 1, 2013 to August 31, 2014 is an annualized obligation of $112,902.

The Company leases a printer, copier and fax machine from Revco Leasing Company. The term of the lease is for 37 months commencing March 23, 2010.  The monthly lease payment is $255. For the three months ended March 31, 2012 and 2011, the lease payments were $765.

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LEGAL PROCEEDINGS

3 Months Ended

Mar. 31, 2012

Commitments and Contingencies Disclosure [Abstract]

Legal Matters and Contingencies [Text Block]

NOTE 17 LEGAL PROCEEDINGS

TX Holdings, Inc. v. Hewitt Energy Group LLC

On January 10, 2012, TX Holdings, Inc. (“TX Holdings”) filed an amended complaint against HEGLLC, a predecessor of the Company, Douglas C. Hewitt, Dexter & Dexter Attorneys at Law, P.C. and Michael Cederstrom in the United States District Court for the District of Utah. The complaint arises out of a claimed agreement between HEGLLC and TX Holdings (the “Perth Sale Agreement”) pursuant to which HEGLLC agreed to sell to TX Holdings an interest in the Perth Field located in Kansas (the “Perth Interest”). TX Holdings’ complaint alleges certain causes of action, including, among others, unjust enrichment, breach of contract and breach of fiduciary duty. The complaint alleges that HEGLLC breached the Perth Sale Agreement by failing to deliver the Perth Interest to TX Holdings. TX Holdings seeks the Perth Interest and an unspecified amount of damages from the named parties. The Company does not believe it is obligated to deliver the Perth Interest to TX Holdings because it is the Company’s belief that TX Holdings breached the Perth Sale Agreement by, among other things, failing to pay the purchase price. A similar complaint was filed by TX Holdings in February 2010 in Florida State Court in the District of Miami, Dade County. On July 5, 2011, the Florida court dismissed the action for lack of personal jurisdiction. TX Holdings filed an appeal of the dismissal of Florida State Court action and on April 24, 2012 TX Holdings filed a Voluntary Dismissal of the Florida State Court action. The Company believes the claims alleged by TX Holdings are without merit and intends to vigorously defend against the claims.

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

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

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

Threatened Claim by Former Officer and Director of Freedom

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

Litigation in the Ordinary Course

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

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Condensed Consolidated Statements of Cash Flows (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Cash flows from operating activities:
Net loss	$ (2,128,133)	$ (1,320,508)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depletion, depreciation, amortization and accretion	52,474	44,813
Accretion of debt	20,724	0
Loss (gain) on settlement of liabilities	(35)	38,280
Amortization of pre-paid interest	45,959	0
Lease impairments	13,997	72,174
Gain on sale of assets	(20,271)	(90,414)
Amortization of debt discounts	62,647	0
Issuance of common stock for other expenses	0	411,360
Issuance of common stock for interest	18,000	0
Issuance of common stock for services	978,500	879,000
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivables	91,863	393,883
Decrease (increase) in deposits and prepaid expenses	(266,821)	(10,812)
Decrease (increase) in other assets	(12)	300
Increase (decrease) in accounts payable	121,479	(68,172)
Increase (decrease) in accrued expenses and other payables	185,627	(319,422)
Increase (decrease) in due to directors	(5,537)	(5,908)
Increase (decrease) in due to related parties	3,595	0
Net cash provided by (used in) operating activities	(825,944)	24,575
Cash flows from investing activities:
Cash received from acquisition of Freedom Oil & Gas, Inc.	0	1,485
Investment in oil and gas properties, including wells and related equipment	(366,586)	(43,128)
Proceeds from sale of assets	219,568	61,744
Net cash provided by (used in) investing activities	(147,018)	20,101
Cash flows from financing activities:
Proceeds from notes payable	100,000	0
Payments on notes payable	(19,727)	(14,403)
Payments on capital lease obligation	(8,574)	(7,838)
Proceeds from issuance of common stock and warrants - net of issuance costs	1,026,000	109,672
Net cash provided by financing activities	1,097,699	87,431
Net increase in cash and cash equivalents	124,737	132,107
Cash and cash equivalents - beginning of period	37,157	31,333
Cash and cash equivalents - end of period	161,894	163,440
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	1,608	4,297
Non-cash financing and investing activities:
Redemption of preferred stock and payment of preferred stock dividends through issuance of common stock	0	233,704
Purchase of oil and gas properties and conversion of JIB receivables billed to working interest holders through issuance of common stock and warrants	547,363	295,500
Purchase of oil and gas properties including notes payable	0	5,535
Payment of pre-paid expenses through issuance of common stock	0	129,600
Conversion of accounts payable and other payables through issuance of note payable	0	255,481
Payment of accounts payable through issuance of common stock	100,000	922,051
Conversion of notes payable and other payables through issuance of commn stock	0	25,000
Conversion of notes payable through issuance of convertible notes payable	1,328,000	0
Capitalized asset retirement obligations	0	54,939
Settlement of litigation through exchange of property and issuance of common stock and warrants	0	1,461,644
Acquisition of Freedom Oil & Gas, Inc. in exchange for common stock	$ 0	$ 5,973,819

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Condensed Consolidated Balance Sheets [Parenthetical] (USD $)	Mar. 31, 2012	Dec. 31, 2011
Allowance for doubtful accounts receivable (in dollars)	$ 135,453	$ 0
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	450,000,000	450,000,000
Common stock, shares outstanding	282,338,025	270,886,947

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DUE TO RELATED PARTIES

3 Months Ended

Mar. 31, 2012

Due To Related Parties Disclosure [Abstract]

Due To Related Parties Disclosure [Text Block]

NOTE 10     DUE TO RELATED PARTIES

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

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Document and Entity Information	3 Months Ended
	Mar. 31, 2012	May 15, 2012
Entity Registrant Name	RICHFIELD OIL & GAS Co
Entity Central Index Key	0001537834
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	rich
Entity Common Stock, Shares Outstanding		284,316,661
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2012
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2012

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DUE TO DIRECTORS

3 Months Ended

Mar. 31, 2012

Due To Directors Disclosure [Abstract]

Due To Directors Disclosure [Text Block]

NOTE 11     DUE TO DIRECTORS

As of March 31, 2012, the Company has $22,397 due to the Company’s directors which consists of $15,645 due to Douglas C. Hewitt, Sr. and $6,752 due to Glenn G. MacNeil. As of December 31, 2011, the Company had $27,934 due to Mr. Hewitt. These amounts are non-interest bearing and have no set terms of repayment.

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Condensed Consolidated Statements of Operations (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Revenues
Oil and natural gas sales	$ 219,861	$ 256,498
Other	0	6,018
Total revenues	219,861	262,516
Operating expenses
Production expenses	257,741	88,960
Production taxes	7,774	15,947
Exploration	89,844	29,955
Lease impairments	13,997	72,174
Depletion, depreciation, amortization and accretion	52,474	44,813
General and administrative expenses	1,729,274	1,326,416
Gain on sale of assets	(20,271)	(90,414)
Total expenses	2,130,833	1,487,851
Loss from operations	(1,910,972)	(1,225,335)
Other income (expenses)
Gain (loss) on settlement of liabilities	35	(38,280)
Interest and finance expenses	(242,042)	(56,893)
Interest income	24,846	0
Total other income (expenses)	(217,161)	(95,173)
Loss before income taxes	(2,128,133)	(1,320,508)
Income tax benefit	0	0
Net loss	$ (2,128,133)	$ (1,320,508)
Net loss per common share - basic and diluted (in dollars per share)	$ (0.01)	$ (0.01)
Weighted average shares outstanding - basic and diluted (in shares)	273,696,352	143,158,624

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OIL AND NATURAL GAS PROPERTIES

3 Months Ended

Mar. 31, 2012

Oil and Gas Exploration and Production Industries Disclosures [Abstract]

Oil and Gas Exploration and Production Industries Disclosures [Text Block]

NOTE 5     OIL AND NATURAL GAS PROPERTIES

Acquisitions

Acquisitions for the three months ended March 31, 2012

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

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

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

Divestitures

Divestitures for the three months ended March 31, 2012

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

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

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

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

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

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

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

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

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

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ACQUISITION OF FREEDOM OIL & GAS, INC.

3 Months Ended

Mar. 31, 2012

Business Combinations [Abstract]

Business Acquisition, Integration, Restructuring and Other Related Costs [Text Block]

NOTE 4 ACQUISITION OF FREEDOM OIL & GAS, INC.

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

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

The total purchase price of $5,995,796 was determined based upon the fair market value of $0.10 per share of common stock plus the $11,977 value for the warrants effective as of March 31, 2011. Goodwill has been recorded based on the amount by which the purchase price exceeded the fair value of the net assets acquired. As of March 31, 2012 the final allocation of the purchase price is as follows:

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

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

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3 Months Ended

Mar. 31, 2012

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Financial Information of Parent Company Only Disclosure [Text Block]

NOTE 16     UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Three Months Ended March 31, 2011

	Richfield			Freedom
	Three Months			Three Months
	March 31,			March 31,			Pro Forma				Pro Forma
	2011			2011			Adjustments				Consolidated
Revenues
Oil and natural gas sales	$	256,498		$	-		$	-			$	256,498
Other		6,018										6,018
Total revenues		262,516			-			-				262,516
Operating expenses
Production expenses		88,960										88,960
Production taxes		15,947										15,947
Exploration		29,955			96,553							126,508
Lease impairments		72,174										72,174
Depletion, depreciation, amortization and accretion		44,813										44,813
General and administrative expenses		1,326,416			5,770,250			(2,985,783	)	(a)		4,110,883
Gain on sale of oil and gas properties		(90,414	)									(90,414	)
Total expenses		1,487,851			5,866,803			(2,985,783	)			4,368,871
Loss from operations		(1,225,335	)		(5,866,803	)		2,985,783				(4,106,355	)
Other income (expenses)
Loss on settlement of liabilities		(38,280	)									(38,280	)
Loss on carrying value of investments					(52,870	)		52,870		(b)		-
Interest and finance charges		(56,893	)		(580,558	)						(637,451	)
		(95,173	)		(633,428	)		52,870				(675,731	)
Loss before income taxes		(1,320,508	)		(6,500,231	)		3,038,653				(4,782,086	)
Income tax benefit		-			-			-				-
Net loss	$	(1,320,508	)	$	(6,500,231	)	$	3,038,653			$	(4,782,086	)
Net loss per common share - basic and diluted		(0.01	)		(0.14	)						(0.03	)
Weighted average shares outstanding – basic and diluted		143,158,624			48,095,535							191,254,159

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

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

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

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WARRANTS TO PURCHASE COMMON STOCK

3 Months Ended

Mar. 31, 2012

Warrants To Purchase Common Stock Disclosure [Abstract]

Warrants To Purchase Common Stock Disclosure [Text Block]

NOTE 12     WARRANTS TO PURCHASE COMMON STOCK

The Company accounts for stock-based compensation under the provisions of FASB ASC 718. This standard requires the Company to record an expense associated with the fair value of stock-based compensation.  The Company uses the Black-Scholes option valuation model to calculate stock-based compensation at the date of grant.  Warrant pricing models require the input of highly subjective assumptions, including the expected price volatility.  For the warrants granted in 2012, the Company used a variety of comparable and peer companies to determine the expected volatility.  The Company believes the use of peer company data fairly represents the expected volatility it would experience if the Company was publicly traded in the oil and gas industry over the contractual term of the warrants. Changes in these assumptions can materially affect the fair value estimate.  The total fair value or relative fair value of the warrants issued for services and debt holders is recognized as an expense over the vesting period.  There were warrants to purchase 16,870,750 shares of common stock exercisable as of March 31, 2012 at $0.16 to $0.50 per share and expire at various times between October 20, 2012 and March 29, 2015.

Warrants to Purchase Common Stock Granted in 2012

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

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

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

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

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

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

The total outstanding warrants for the period of December 31, 2011 through March 31, 2012 are as follows:

					Weighted-
					Average
			Weighted-		Remainder
			Average		Contractual
	Warrants		Exercise Price		Term in Years
Warrants outstanding as of December 31, 2011		12,696,875	$	0.22		0.96
Granted		4,173,875		0.40		2.24
Exercised		-		-		-
Forfeited/Expired		-		-		-
Warrants outstanding as of March 31, 2012		16,870,750	$	0.27		1.07

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NOTES PAYABLE

3 Months Ended

Mar. 31, 2012

Notes Payable Disclosure [Abstract]

Notes Payable Disclosure [Text Block]

NOTE 8     NOTES PAYABLE

Notes Payable consists of the following notes:

	March 31,		December 31,
	2012		2011
Note Payable interest at 12%, due June 2012, secured by 5% working interest in certain Fountain Green Project Leases	$	-	$	1,080,000
Note Payable interest at 18%, due on demand, secured by Mai, Johnson and Gorham, Kansas leases		76,117		90,000
Note Payable to Land Rover Capital Group, monthly payments of $1,949 including interest at 7.5% through November 2013, secured by vehicle		41,934		43,650
Note Payable interest at 10%, due June 2012, unsecured		-		248,000
Note Payable interest at 10%, due on demand, secured by 10% working interest in certain Fountain Green Project Leases		700,000		700,000
Note Payable for $152,514 with interest at 2.0% monthly, due April 2012, unsecured - net of discount		144,873		121,694
Note Payable, monthly payments of $1,500 with interest at 0%, due May 2013, unsecured		20,168		24,296
Note Payable with $5,000 finance fee, due on demand with interest at 3% monthly beginning February 29, 2012, unsecured		50,000		-
Note Payable with $5,000 finance fee, due on demand with interest at 3% monthly beginning February 29, 2012, unsecured		50,000		-
Total Notes Payable		1,083,092		2,307,640
Less: Current Portion (includes demand notes)		1,060,855		2,277,497
Long-Term Portion	$	22,237	$	30,143

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COMMON STOCK

3 Months Ended

Mar. 31, 2012

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

NOTE 6     COMMON STOCK

Common Stock

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

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

In January 2012, the Company issued 100,000 shares of common stock to a consultant for services for $16,000 or $0.16 per share, which was which was the fair value of the stock at the date of the transaction. The shares issued were fully vested on the date of the grant and the value of services received was expensed in the three months ended March 31, 2012.

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

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

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

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

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

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

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

In March 2012, the Company issued 3,750,000 shares of common stock to four directors plus the Corporate Secretary of the Company as compensation for services valued at $937,500 or $0.25 per share, which was the fair value of the stock at the date of the transaction. The shares issued were fully vested on the date of the grant. The entire amount of this stock award was expensed in the three months ended March 31, 2012. 

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RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2012

Related Parties Transactions [Abstract]

Related Parties Transactions [Text Block]

NOTE 7     RELATED PARTY TRANSACTIONS

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

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

As at March 31, 2012, MHPBT has working interest in oil and gas properties that the Company controls which include, 2.00% before payout (“BPO”) and 22.00% after payout (“APO”) in the Liberty #1 Well and Liberty Project and 50.00% working interest in the shallow zones of the Fountain Green Project as previously defined. All of the working interest owned by MHPBT in the Company’s Liberty #1 Well and Liberty Project and Fountain Green Project properties were acquired by MHPBT from third parties prior to the formation of the Company.

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

As of March 31, 2012, the D. Mack Trust receives ORRIs ranging from 0.25% to 1.50% on certain Kansas leases and MHPBT owns 6.00% ORRIs in Liberty #1 Well and Liberty Project. For the three months ended March 31, 2012, the D. Mack Trust has received $1,850 in royalties relating to ORRIs from the Kansas leases.

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

The following related-party transactions occurred with Zions during the three months ended March 31, 2012:

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

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

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

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

i. As per his December 12, 2011 letter agreement, Mr. Gowdy earned $40,000 for transitional related consulting services from January 1, 2012 to March 31, 2012, of which $20,000 is unpaid as of March 31, 2012.

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

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

MacKov Investments Limited (“MacKov”), a company which is a Canadian control private corporation in which Glenn G. MacNeil, an officer and Director of the Company, and his spouse have 100% of the ownership interests has had related-party transactions with the Company. As at March 31, 2012, MacKov has a working interest in oil and gas properties that the Company controls which include the following: (i) MacKov owns a 0.50% working interest in the deep zones and a 0.25% working interest in the shallow zones of the Fountain Green Project which was purchased from the Company prior to Mr. MacNeil becoming the CFO and a Director of the Company on the same terms as other independent third party transactions; (ii) MacKov owns a 3.25% BPO and a 2.75% APO working interest in the Liberty #1 Well and Liberty Project of which a 2.25% BPO and a 1.75% APO were purchased from third parties in 2009 through 2011 prior to Mr. MacNeil becoming CFO and a Director; a 0.50% BPO and a 0.50% APO were purchased from the Company prior to Mr. MacNeil becoming the CFO and a Director on the same terms as other independent third party transactions in 2010; and a 0.50% BPO and a 0.50% APO were purchased from the Company in December 2011 on the same terms as other independent third party transactions as previously disclosed in 2011; (iii) MacKov owns a 0.50% working interest in the Moroni #1-AXZH Well and the 320 acres leasehold prospect which was purchased from the Company in February 2012 on the same terms as other independent third party transactions as disclosed in 7 C ii below; and (iv) MacKov owns a 5.00% working interest in the Koelsch Field of which a 3.5% working interest was purchased from the Company in December 2011 on the same terms as other independent third party transactions as previously disclosed and a 1.5% working interest was purchased from the Company in February 2012 on the same terms as other independent third party transactions as disclosed in Note 7 C i below. (v) MacKov owns ORRI ranging from 0.25% to 2.25% on certain Kansas leases which were purchased from the Company in March 2011 prior to Mr. MacNeil becoming the CFO and a Director; (vi) MacKov owns a 1.00% ORRI in the Liberty #1 Well and Liberty Project which was purchased from a third party in 2010 and 2011. For the three months ended March 31, 2012, MacKov has received $655 in royalties relating to ORRI from the Kansas leases. As of March 31, 2012 the Liberty Project remains undeveloped and no royalty revenues have been generated from this property. In addition, no revenues were received by MacKov from any of the working interest it owns in any of the above noted oil and gas properties during the three months ended March 31, 2012. The following related-party transactions occurred with MacKov during the three months ended March 31, 2012:

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

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

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

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

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

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

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CONVERTIBLE NOTES PAYABLE

3 Months Ended

Mar. 31, 2012

Convertible Notes Payable Disclosure [Abstract]

Convertible Notes Payable Disclosure [Text Block]

NOTE 9     CONVERTIBLE NOTES PAYABLE

Convertible Notes Payable consists of the following:

	March 31,		December 31,
	2012		2011
Note Payable interest at 8%, due June 2012, convertible into common shares of the Company, at a conversion rate of $0.25 per common share, and is secured by a 1.0% working interest in certain Fountain Green Project leases.	$	367,500	$	367,500
Note Payable interest at 12%, due June 2012, convertible into common shares of the Company at a conversion rate of $0.25 per common share, unsecured.		52,560		52,560
Note Payable interest at 10%, due on demand, convertible into common shares of the Company at a conversion rate of $0.25 per common share, secured by certain Kansas leases and 10% working interest in certain Fountain Green Project leases (see Note 17).		1,300,000		1,300,000
Note Payable interest at 12%, due June 2012, convertible into common shares of the Company at a conversion rate of $0.25 per common share, secured by 5% working interest in certain Fountian Green Project leases.		1,080,000		-
Note Payable interest at 10%, due June 2012, convertible into common shares of the Company at a conversion rate of $0.25 per common share, unsecured.		248,000		-
Note Payable interest at 10%, due June 2012, convertible into common shares of the Company at a conversion rate of $0.25 per common share, unsecured.		100,000		100,000
Note payable interest at 5%, due on demand, convertible into common shares of the Company at a conversion rate of CAD $0.16 (which was USD $0.167 at the time of load) per common share, unsecured.		50,000		50,000
Note payable interest at 5%, due on demand, convertible into common shares of the Company at a conversion rate of CAD $0.16 (which was USD $0.167 at the time of load) per common share, unsecured.		50,000		50,000
Note Payable interest at 0%, due on demand, convertible into common shares of the Company at a conversion rate of $0.22 per common share, unsecured.		25,000		25,000
Total Convertible Notes Payable		3,273,060		1,945,060
Less: Current Portion (includes demand notes)		3,273,060		1,945,060
Long-Term Portion	$	-	$	-

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CAPITAL LEASE OBLIGATION

3 Months Ended

Mar. 31, 2012

Leases, Capital [Abstract]

Capital Leases in Financial Statements of Lessee Disclosure [Text Block]

NOTE 14    CAPITAL LEASE OBLIGATION

The Company leases well equipment under an agreement which is classified as a capital lease.  The term of the capital lease is for 5 years, bears interest at 9.0%, with monthly payments of $3,200 per month with the final payment due on May 20, 2013.  At March 31, 2012 and December 31, 2011, the remaining capital lease obligation was $42,653 and $51,227, respectively.

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

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Condensed Consolidated Statement of Stockholders' Equity (USD $)	Preferred Stock [Member]	Additional Paid In Capital Preferred Stock Member [Member]	Common Stock [Member]	Additional Paid In Capital Common Stock Member [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2011	$ 0	$ 0	$ 270,887	$ 30,988,536	$ (22,551,466)	$ 8,707,957
Balance (in shares) at Dec. 31, 2011	0		270,886,947
Issued 2,081,328 common stock for oil and gas properties and JIBs (valued at $0.25 per share)	0	0	2,081	518,252	0	520,333
Issued 2,081,328 common stock for oil and gas properties and JIBs (valued at $0.25 per share)	0		2,081,328
Issued 200,000 common stock for consultants' compensation (valued between $0.16 and $0.25 per share)	0	0	200	40,800	0	41,000
Issued 200,000 common stock for consultants' compensation (valued between $0.16 and $0.25 per share)	0		200,000
Sale of 4,947,750 common stock for cash (valued between $0.16 and $0.25 per share)	0	0	4,948	1,021,052	0	1,026,000
Sale of 4,947,750 common stock for cash (valued between $0.16 and $0.25 per share)	0		4,947,750
Issued 472,000 common stock as settlement of accounts payables including accrued interest (valued at $0.25 per share)	0	0	472	117,528	0	118,000
Issued 472,000 common stock as settlement of accounts payables including accrued interest (valued at $0.25 per share)	0		472,000
Issued 3,750,000 common stock for directors' compensation (valued at $0.25 per share)	0	0	3,750	933,750	0	937,500
Issued 3,750,000 common stock for directors' compensation (valued at $0.25 per share)	0		3,750,000
Issued warrants with debt as a debt discount	0	0	0	20,724	0	20,724
Net income (loss) for the three month period	0	0	0	0	(2,128,133)	(2,128,133)
Balance at Mar. 31, 2012	$ 0	$ 0	$ 282,338	$ 33,640,642	$ (24,679,599)	$ 9,243,381
Balance (in shares) at Mar. 31, 2012	0		282,338,025

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SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2012

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

NOTE 3     SIGNIFICANT ACCOUNTING POLICIES

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

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

Reclassifications

The Company has expanded certain line items within the current period financial statements, and certain prior period balances were reclassified to conform to the current period presentation accordingly. Such reclassifications had no impact on net loss, statements of cash flows, working capital or equity previously reported.

Loss Per Common Share

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

As the Company has incurred losses for the three months ended March 31, 2012 and 2011, the potentially dilutive shares are anti-dilutive and are thus not added into the loss per share calculations. As of March 31, 2012 and 2011, there were 30,175,430 and 14,067,824 potentially dilutive shares, respectively.

 Financial Instruments and Concentration of Risks

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

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

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ASSET RETIREMENT OBLIGATIONS

3 Months Ended

Mar. 31, 2012

Asset Retirement Obligation Disclosure [Abstract]

Asset Retirement Obligation Disclosure [Text Block]

NOTE 13      ASSET RETIREMENT OBLIGATIONS

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

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

	March 31,			December 31,
	2012			2011
Beginning asset retirement obligation	$	350,243		$	348,742
Liabilities incurred for new wells placed in production		5,874			106,507
Liabilities decreased for wells sold or plugged		(1,960	)		(109,620	)
Accretion of discount on asset retirement obligations		1,055			4,614
Ending asset retirement obligations	$	355,212		$	350,243