Item 1.01 Entry into Material Definitive Agreement

On March 17, 2008, we entered into a Loan Agreement dated March 12, 2008 with Invicta Oil & Gas Ltd. Under the Loan Agreement, Invicta has agreed to loan us up to $500,000 for general corporate purposes. The loan will be advanced with an initial draw of $200,000 and three quarterly draws of $100,000 each. Amounts advanced under the Loan Agreement will bear interest of 8% per annum and are due and payable 90 days following written demand for repayment. The loan will be secured against our 10% interest in our subsidiary, Cheetah Oil and Gas (B.C.) Ltd.

Item 3.02 Unregistered Sales of Equity Securities

We have agreed to issue 100,000 shares of our common stock to Invicta as consideration for providing the loan to our company, issuable at a deemed price of $0.08 per share. The shares will be issued pursuant to Regulation S

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promulgated with the United States Securities Act of 1933 as amended, as Invicta is not a "U.S. Person" as defined under Regulation S.