Item 1.01 Entry into Material Definitive Agreement

On February 6, 2009 a settlement agreement amendment to the November 11, 2008 agreement, noted below, between the Company, Mark Neuhaus and Nicole Neuhaus was signed by all parties. The amendment extends the period of time provided in paragraph 10 of the Settlement Agreement by an additional 30 days so that the Agreement would remain in full force and effect for such additional period.

On November 11, 2008 the Company entered into a settlement agreement with Mark Neuhaus and Nicole Neuhaus. Mark Neuhaus was the former Chief Executive Officer and a former director of the Company. The agreement was subject to the condition precedent that the Company finalize a transaction with a third party involving certain oil and gas properties within 90 days of November 11, 2008 ("Third Party Closing"). Effective as and when the Third Party Closing occurs, the agreement provided for mutual general releases between each of the Company and Mark and the Company and Nicole Neuhaus. In connection with the agreement, seven million shares of the common stock of the Company previously issued to Mark Neuhaus were delivered to the Company to be held pending the Third Party Closing. If the Third Party Closing occured within the 90 day period, (1) four million five hundred thousand of the deposited shares would be cancelled and returned to authorized but unissued shares of the Company,(2) two million five hundred thousand of the deposited shares would be delivered to Nicole Neuhaus and (3) certain alleged claims of Mark Neuhaus against the Company for compensation and reimbursement for advances would be cancelled. If the Third Party Closing did not occur within 90 days of November 11, 2008 the settlement agreement would be void and of no force and effect and the deposited shares would be returned.