Item 1.01 Entry into a Material Definitive Agreement.

At an extraordinary general meeting of the shareholders of Scotia Petroleum Inc., Cheetah Oil & Gas Ltd., (a former subsidiary of our company) passed a special resolution set out in the notice of meeting dated December 10, 2007 ratifying and approving the sale in 2005 by Scotia of all of the issued and outstanding shares in the capital of Scotia's wholly owned subsidiary, Scotia Petroleum Limited to Cheetah Oil & Gas (PNG) Ltd., a wholly owned subsidiary of Cheetah Oil & Gas.

Pursuant to the ratification of the approval of the sale, effective May 15, 2008, we entered into a mutual release with Cheetah Oil & Gas, Scotia, and the minority shareholders of Scotia, Paradigm United Kingdom Ltd., David Powell, Troy McIntyre and Wayne Richards. The mutual release settles the acquisition of the interests of the minority shareholders in Scotia with a May 16, 2008 effective date.

Under the mutual release, we have agreed to issue 855,000 shares of restricted stock to the minority shareholders of Scotia as consideration for the outstanding shares of Scotia held by the Scotia shareholders.

Item 3.01 Entry into a Material Definitive Agreement.

On July 11, 2008, we issued 855,000 shares of our common stock to four non U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.