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ORGANIZATION
6 Months Ended
Jun. 30, 2011
Notes to Financial Statements  
ORGANIZATION
1.           ORGANIZATION

Eagle Ford Oil & Gas Corp. (“Eagle Ford” or the” Company”) is an independent oil and gas company organized in Nevada actively engaged in oil and gas development, exploration and production with properties and operational focus in the Texas Louisiana-Gulf Coast Region. Eagle Ford’s strategy is to grow its asset base by purchasing or investing in oil and gas drilling projects in the Texas and Louisiana regions.  Eagle Ford operates its assets through Sandstone Energy, L.L.C. and its subsidiaries, Sandstone Energy Partners I, L.L.C, Sandstone Energy Partners II, L.L.C. and Sandstone Energy Partners III, L.L.C.

On June 20, 2011, Eagle Ford acquired all of the membership interests of Sandstone Energy, L.L.C. (“Sandstone”) in exchange for 17,857,113 shares of common stock of Eagle Ford. Following the acquisition, the shares issued to the former owners of Sandstone constituted 82% of the Company’s common stock resulting in a change of control in which Sandstone controls Eagle Ford post-acquisition.

Sandstone Energy, L.L.C.’s principal assets at the date of the Acquisition were 50% membership interests in each of Sandstone Energy Partners I, L.L.C. (“SSEP1”), Sandstone Energy Partners II, L.L.C. (“SSEP2”) and Sandstone Energy Partners III, L.L.C. (“SSEP3”).

Sandstone was privately held until the acquisition. It is an oil and gas exploration and production company headquartered in Houston, Texas. Sandstone’s sole significant oil and gas asset (the “Lee County Prospect”) includes a 38.75% working interest in 2,315.6 gross acres in Lee County, Texas. The Company currently has two unproved wells producing oil, the Vick #2 and the Alexander #1 on this property. These are operated by a third party.

Accounting Treatment; Change of Control

On June 20, 2011, Eagle Ford issued 82% of its shares to acquire all of the membership interests in Sandstone (the “Acquisition”) resulting in a change in control in which the former holders of all of the membership interests became the majority shareholders of Eagle Ford. The Acquisition is being accounted for as a “reverse acquisition” in which Sandstone is deemed to be the acquirer and Eagle Ford is deemed to be the acquiree (“Acquiree”). Consequently, the assets and liabilities and the historical operations reflected in the consolidated financial statements prior to the Acquisition are those of Sandstone and are recorded at the historical cost basis of Sandstone. The consolidated financial statements after completion of the Acquisition include the assets and liabilities of Sandstone and the Acquiree and the historical operations of Sandstone and the Acquiree and its subsidiaries from the closing date of the Acquisition.

The Acquisition has been treated as a recapitalization of the Company for financial accounting purposes. Sandstone is considered the acquirer for accounting purposes, and the historical financial statements of the Acquiree before the Acquisition will be replaced with the historical financial statements of Sandstone before the Acquisition in all future filings with the SEC.  In accordance with ASC 805, the assets and liabilities of the Acquiree at the date of the acquisition have been recorded at fair value.

We continue to be a “smaller reporting company,” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), following the Acquisition.