ITEM 3.02 Unregistered Sales of Equity Securities.

On July 11, 2012, Lone Star Gold, Inc. (the "Company") issued 1,000,000 shares of its common stock, $0.001 par value (the "Common Stock") to Daniel M. Ferris, the sole executive officer of the Company. The shares of Common Stock are part of Mr. Ferris' compensation for serving as President of the Company, as set forth in Mr. Ferris' Employment Agreement dated July 12, 2011 (the "Employment Agreement"). The Employment Agreement was filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on August 22, 2011.

The issuance of the shares of Common Stock to Mr. Ferris was not registered under the Securities Act of 1933. Instead, the issuance of the shares was completed in reliance upon an exemption from registration pursuant to Regulation S promulgated under the Securities Act of 1933. Mr. Ferris has represented to the Company that he is not a "US person" as defined in Regulation S, and that he is acquiring the securities issued by the Company for investment purposes only and not with a view towards distribution. The shares of Common Stock issued to Mr. Ferris will be "restricted securities" and any subsequent resale or transfer of those shares will have to be made pursuant to an exemption or registration under the Securities Act of 1933, as amended.