Item 5.02 Departure of Directors or Certain Officers; Election of
Directors;Appointment ofCertain Officers;

Effective October 23, 2012 Vern Wilson resigned from the Board of Directors and his positions of Chief Executive Officer, President, and Secretary. A copy of the Board Resolution giving notice of Vern Wilson's resignation is attached hereto as Exhibit 17.1 and incorporated herein by reference. His resignation was voluntary and did not involve a disagreement with the Company on any matters relating the Company's operations, policies or practice.

Concurrent with the resignation of the Company's officers and board member, the outgoing Board of Directors appointed Robert J. Thompson to the Board of Directors pursuant to NRS §78.130. Mr. Thompson is the sole director and will also serve as the Chief Executive Officer, President, and Secretary of the Company. Mr. Thompson has extensive experience in the petroleum industry. For the previous Fifteen (15) years he was a design engineer and developer building gamma ray scintillation detectors for down-hole exploration of gas and oil wells. He worked with drilling companies such as Halliburton, Welex, and Schlumberger for the exploration of new wells. Mr. Thompson was previously the President and Chief Executive Officer of Calbay Controls ("CBYI"), a publicly traded company that designed and built Continuous Emission Monitors ("CEM") for refineries in California. Mr. Thompson was also the President and Chief Executive Officer of Atlantis Holdings ("AHDG"), a sales and marketing firm for environmental products which works to reduce emissions while working very closely with refineries to qualify them for Carbon Credit Trading for the Environmental Protection Agency ("EPA") and Air Quality Management District ("AQMD") in California. Mr. Thompson graduated from Ohio State with a Bachelor's degree in Engineering.

The terms of any potential compensatory plan including any salary, stock, options, or grants will be disclosed when such agreement between the Company and Mr. Thompson is reached.