Item 1.01 Entry Into a Material Definitive Agreement

(a) (1) AGR Tools, Inc. (the "Company") executed a letter of intent on May 29, 2012 to enter into a material definitive agreement ("Agreement") with Consolidated Oil & Gas, Inc., a Nevada corporation ("CSLG"). Other than with respect to the potential Agreement, there is not currently nor has there ever been a material relationship between the Company and CSLG.

(2) The Agreement shall be for the Company to issue Five Million (5,000,000) restricted shares of its common stock to CSLG in exchange for an Eighty Percent (80%) interest in the oil and gas lease known as the Paul Lease, which is for Seven Hundred (700) acres in Overton County, Tennessee. The Paul Lease has Twenty (20) wells that are producing and the Company's management has plans to drill and complete up to Ten (10) additional new wells on the land.