As filed with the Securities and Exchange Commission on September 24,November 19, 2012
Registration No. 333-______333-184061

================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1S-1/A
Amendment #1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FREEDOM PETROLEUM INC.
(Name of Small Business Issuer in its Charter)

Nevada 1311 45-5440446
(State or Other Jurisdiction (Primary Standard Industrial (IRS Employer
of Organization) Classification Code) Identification #)

Corp 95, LLC.
6025 South Quebec Street 2620 Regatta Drive, Suite 102
Suite 100, Centennial, CO, 80111 Las Vegas, NV, 89128
1-800-493-0740 1-800-859-6696
(Address and telephone of (Name, address and telephone number
registrant's executive office) of agent for service)

Please send copies of all correspondence to:

Scott Olson, Esq.
274 Broadway
Costa Mesa,65 Enterprise
Aliso Viejo, CA 92627
310.985.103492656
(949) 330-6547

Approximate date of proposed sale to the public: After this registration
statement becomes effective

If the securities being registered herein will be sold by the security
shareholders on a delayed or continuous basis pursuant to Rule 415 of the
Securities Act of 1933 please check the following box. [X]

If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller Reporting Company [X]

CALCULATION OF REGISTRATION FEE

============================================================================================================
Title of Each Class of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share (1)(2) Offering Price Registration Fee
------------------------------------------------------------------------------------------------------------
Common Stock by Company
par value $0.0001 35,000,000 $0.0015 $52,500 $6.02 (3)
============================================================================================================

(1) The offering price has been arbitrarily determined by the Company and bears
no relationship to assets, earnings, or any other valuation criteria. No
assurance can be given that the shares offered hereby will have a market
value or that they may be sold at this, or at any price.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457 of the Securities Act of 1933.

(3) Previously paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PROSPECTUS

FREEDOM PETROLEUM INC.

UP TO 35,000,000 SHARES OF COMMON STOCK

Subject to Completion,
________________________, 2012

Prior to this registration, there has been no public trading market for the
common stock of FREEDOM PETROLEUM INC. ("Freedom", the "Company", "us", "we",
"our") and it is not presently traded on any market or securities exchange. We
are offering up to 35,000,000 shares of common stock for sale by us to the
public.

The offering of up to 35,000,000 shares is a "best efforts" offering, which
means that our directors and officers will use their best efforts to sell the
common stock and there is no commitment by any person to purchase any shares.
The shares will be offered at a fixed price of $0.0015 per share for the
duration of the offering. There is no minimum number of shares required to be
sold to close the offering. This offering will continue for the earlier of: (i)
90 days after this registration statement becomes effective with the Securities
and Exchange Commission, or (ii) the date on which all 35,000,000 shares
registered hereunder have been sold. We may at our discretion extend the
offering for an additional 90 days. Proceeds from the sale of the shares will be
used to fund the initial stages of our business development and will be
immediately available to us as there have been no arrangements to place the
funds in escrow. This offering will end no later than 180 days from the offering
date. The offering date is the date by which this registration statement becomes
effective. This is a direct participation offering since we, and not an
underwriter, are offering the stock.

There can be no assurance that all or any shares being offered in this
Prospectus are going to be sold and that we will be able to raise any funds from
this offering.

Shares Offered Price to Selling Agent Proceeds to
by Company Public Commissions the Company
---------- ------ ----------- -----------
Per Share $0.0015 Not applicable $0.0015
Minimum Purchase None Not applicable Not applicable
Maximum (35,000,000 shares) $52,500 Not applicable $52,500

Neither the Securities and Exchange Commission nor any state regulatory
authority has approved or disapproved of these securities, endorsed the merits
of this offering, or determined that this Prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.

We are an Emerging Growth Company as defined in the Jumpstart Our Business
Startups Act.

AN INVESTMENT IN OUR SECURITIES IS SPECULATIVE. INVESTORS SHOULD BE ABLE TO
AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. SEE THE SECTION ENTITLED "RISK
FACTORS" BEGINNING ON PAGE 7 OF THIS PROSPECTUS.

THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY THESE SECURITIES AND WE SHALL NOT SELL ANY OF THESE SECURITIES IN
ANY STATE WHERE SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL BEFORE
REGISTRATION OR QUALIFICATION UNDER SUCH STATE'S SECURITIES LAWS.

You should rely only on the information contained in this Prospectus. We have
not authorized anyone to provide you with information different from that
contained in this Prospectus.

THE DATE OF THIS PROSPECTUS IS ______________, 2012

The following table of contents has been designed to help you find important
information contained in this Prospectus. We encourage you to read the entire
Prospectus.

TABLE OF CONTENTS

Page No.
--------

SUMMARY OF OUR OFFERING................................................. 3
BUSINESS SUMMARY........................................................ 3
SUMMARY OF OUR FINANCIAL INFORMATION.................................... 5
RISK FACTORS............................................................ 7
USE OF PROCEEDS......................................................... 15
DETERMINATION OF OFFERING PRICE......................................... 15
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES........................... 16
PLAN OF DISTRIBUTION.................................................... 17
DESCRIPTION OF SECURITIES............................................... 18
INTEREST OF NAMED EXPERTS AND COUNSEL................................... 19
BUSINESS DESCRIPTION.................................................... 20
DESCRIPTION OF PROPERTY................................................. 24
LEGAL PROCEEDINGS....................................................... 27
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS................ 27
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.................................................. 28
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE................................................... 3132
MANAGEMENT.............................................................. 32
CONFLICTS OF INTEREST................................................... 3334
COMMITTEES OF THE BOARD OF DIRECTORS.................................... 3334
EXECUTIVE COMPENSATION.................................................. 3435
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS......................... 37
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS.................... 3738
DISCLOSURE OF COMMISSION'S POSITION ON INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES........................................................ 38
REPORTS TO SECURITY HOLDERS............................................. 3839
WHERE YOU CAN FIND MORE INFORMATION..................................... 39
STOCK TRANSFER AGENT.................................................... 3940
FINANCIAL STATEMENTS.................................................... F-1

PROSPECTUS SUMMARY

This Prospectus, and any supplement to this Prospectus include "forward-looking
statements". To the extent that the information presented in this Prospectus
discusses financial projections, information or expectations about our business
plans, results of operations, products or markets, or otherwise makes statements
about future events, such statements are forward-looking. Such forward-looking
statements can be identified by the use of words such as "intends",
"anticipates", "believes", "estimates", "projects", "forecasts", "expects",
"plans" and "proposes". Although we believe that the expectations reflected in
these forward-looking statements are based on reasonable assumptions, there are
a number of risks and uncertainties that could cause actual results to differ
materially from such forward-looking statements. These include, among others,
the cautionary statements in the "Risk Factors" section beginning on Page 10 of
this Prospectus and the "Management's Discussion and Analysis of Financial
Position and Results of Operations" section elsewhere in this Prospectus.

This summary only highlights selected information contained in greater detail
elsewhere in this Prospectus. This summary may not contain all of the
information that you should consider before investing in our common stock. You
should carefully read the entire Prospectus, including "Risk Factors" beginning
on Page 9, and the financial statements, before making an investment decision

All dollar amounts refer to US dollars unless otherwise indicated.

Unless otherwise noted, All references to "us", "we", "our" relate to Freedom
Petroleum Inc., a Nevada corporation.

BUSINESS

We are an exploration stage company, incorporated in the State of Nevada on June
13, 2012, as a for-profit company, and electing a fiscal year end of July 31.
Our business office is located at 6025 South Quebec Street, Suite 100,
Centennial, CO, 80111 and our registered office is located at 2620 Regatta
Drive, Suite 102, Las Vegas, NV, 89128. Our telephone number is 1-800-493-0740.
We have reserved a domain main and have a staging site that can be found at
www.Freedompetroleum.com.

We plan on engaging in the exploration and development of oil and gas
properties. We have acquired 100% of a 624 net acre Bakken shale lease in Lewis
and Clark County, Montana, which we plan to explore for oil and gas, subject to
overriding royalty of 3.3333%. This property is described in "Description of
Property" further in this Prospectus. We have had limited operations and have
been issued a "going concern" opinion by our auditor, based upon our reliance on
the sale of our common stock as the sole source of funds for our future
operations.

OUR OFFERING

We have 27,000,000 shares of common stock issued and outstanding. Through this
offering we will register 35,000,000 shares of common stock for offering to the
public. These shares represent additional common stock to be issued by us. We
may endeavor to sell all 35,000,000 shares of common stock after this
registration becomes effective. The price at which we offer these shares is
fixed at $0.0015 per share for the duration of the offering. There is no
arrangement to address the possible effect of the offering on the price of the
stock. We will receive all proceeds from the sale of the common stock.

Securities being offered
by the Company Up to 35,000,000 shares of common stock,
par value $0.0015 offered by us in a
direct offering.

Offering price per share We are offering up to 35,000,000 shares of
our common stock at $0.0015.

Number of shares outstanding before
the offering of common shares 27,000,000 common shares are currently
issued and outstanding.

Number of shares outstanding after
the offering of common shares 62,000,000 common shares will be issued
and outstanding if we sell all of the
shares that we are offering.

The minimum number of shares to be
sold in this offering None.

Market for the common shares There is no public market for the common
shares.

The offering price for the shares will
remain at $0.0015 per share for the
duration of the offering.

Use of Proceeds We will receive all proceeds from the sale
of the common stock and intends to use the
proceeds from this offering, to begin
implementing the business and marketing
plan. The expenses of this offering,
including the preparation of this
prospectus and the filing of this
registration statement, estimated at
$13,000 are being paid for by us.

Termination of the Offering This offering will terminate upon the
earlier to occur of (i) 90 days after this
registration statement becomes effective
with the Securities and Exchange
Commission, or (ii) the date on which all
35,000,000 shares registered hereunder
have been sold. We may, at our discretion,
extend the offering for an additional 90
days. In any event, the offering will end
within 180 days of this Registration
Statement being declared effective.

Terms of the Offering Nina Bijedic, our officer, will sell the
common stock upon effectiveness of this
registration statement on a
self-underwritten basis.

You should rely only upon the information contained in this prospectus. We have
not authorized anyone to provide you with information different from that which
is contained in this prospectus. We are offering to sell shares of common stock
and seeking offers to buy shares of common stock only in jurisdictions where
offers and sales are permitted.

SUMMARY OF OUR FINANCIAL INFORMATION

The following table sets forth selected financial information, which should be
read in conjunction with the information set forth in the "Management's
Discussion and Analysis of Financial Position and Results of Operations" section
and the accompanying financial statements and related notes included elsewhere
in this Prospectus.

STATEMENT OF EXPENSES DATA

Period from
June 13, 2012
(inception) to
July 31, 2012
-------------

Revenues $ 0
Total Expenses $ 8,404
Net Loss $ 8,404
Net Loss per share $ 0.00

BALANCE SHEET DATA

As at
July 31, 2012
-------------

Working Capital $ 3,756
Total Assets $ 39,230
Total Liabilities $ 20,474

EMERGING GROWTH COMPANY

We are an Emerging Growth Company as defined in the Jumpstart Our Business
Startups Act.

We shall continue to be deemed an emerging growth company until the earliest of:

a) the last day of the fiscal year of the issuer during which it had
total annual gross revenues of $1,000,000,000 (as such amount is
indexed for inflation every 5 years by the Commission to reflect the
change in the Consumer Price Index for All Urban Consumers published
by the Bureau of Labor Statistics, setting the threshold to the
nearest 1,000,000) or more;

b) the last day of the fiscal year of the issuer following the fifth
anniversary of the date of the first sale of common equity securities
of the issuer pursuant to an effective registration statement under
this title;

c) the date on which such issuer has, during the previous 3-year period,
issued more than $1,000,000,000 in non-convertible debt; or

d) the date on which such issuer is deemed to be a `large accelerated
filer', as defined in section 240.12b-2 of title 17, Code of Federal
Regulations, or any successor thereto.

As an emerging growth company we are exempt from Section 404(b) of Sarbanes
Oxley. Section 404(a) requires Issuers to publish information in their annual
reports concerning the scope and adequacy of the internal control structure and
procedures for financial reporting. This statement shall also assess the
effectiveness of such internal controls and procedures.

Section 404(b) requires that the registered accounting firm shall, in the same
report, attest to and report on the assessment on the effectiveness of the
internal control structure and procedures for financial reporting.

As an emerging growth company we are exempt from Section 14A and B of the
Securities Exchange Act of 1934 which require the shareholder approval of
executive compensation and golden parachutes.

We have irrevocably opted out of the extended transition period for complying
with new or revised accounting standards pursuant to Section 107(b) of the Act.

RISK FACTORS

Please consider the following risk factors and other information in this
prospectus relating to our business and prospects before deciding to invest in
our common stock.

This offering and any investment in our common stock involves a high degree of
risk. You should carefully consider the risks described below and all of the
information contained in this prospectus before deciding whether to purchase our
common stock. If any of the following risks actually occur, our business,
financial condition and results of operations could be harmed. The trading price
of our common stock could decline due to any of these risks, and you may lose
all or part of your investment.

We consider the following to be the material risks for an investor regarding
this offering. Our company should be viewed as a high-risk investment and
speculative in nature. An investment in our common stock may result in a
complete loss of the invested amount. Please consider the following risk factors
before deciding to invest in our common stock.

RISKS ASSOCIATED WITH OUR BUSINESS

WE HAVE A LIMITED OPERATING HISTORY AND AS A RESULT THERE IS NO ASSURANCE WE CAN
OPERATE ON A PROFITABLE BASIS.

We have a limited operating history. Our company's operations will be subject to
all the uncertainties arising from the absence of a significant operating
history. Potential investors should be aware of the difficulties normally
encountered by resource exploration companies and the high rate of failure of
such enterprises. The likelihood of success must be considered in light of the
problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the properties that we plan to undertake.
These potential problems include, but are not limited to, unanticipated problems
relating to exploration, and additional costs and expenses that may exceed
current estimates. The expenditures to be made by us in the exploration of our
properties may not result in the discovery of reserves. Problems such as unusual
or unexpected formations of rock or land and other conditions are involved in
resource exploration and often result in unsuccessful exploration efforts. If
the results of our exploration do not reveal viable commercial reserves, we may
decide to abandon our claims and acquire new claims for new exploration or cease
operations. The acquisition of additional claims will be dependent upon us
possessing capital resources at the time in order to purchase such claims. If no
funding is available, we may be forced to abandon our operations. There can be
no assurance that we will be able to operate on a profitable basis.

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL AND OUR
INVESTORS COULD LOSE THEIR INVESTMENT.

We had cash in the amount of $24,230, and liabilities of $20,474 for a working
capital of $3,756 as of July 31, 2012. We currently do not generate any revenues
from our operations. We have estimated that we require $250,000 to conduct
exploration activities on our property and cover legal, audit and G&A costs
(banking fees, corporate fees, misc). Even if we are able to sell all of the
securities offered by this Prospectus, we would still need to obtain additional
financing to undertake our proposed exploration activity. Obtaining additional
financing would be subject to a number of factors, including market prices for
resources, investor acceptance of our properties and investor sentiment. These
factors may negatively affect the timing, amount, terms or conditions of any

additional financing available to us. The most likely source of future funds
presently available to us is through the sale of equity capital and loans. Any
sale of share capital will result in dilution to existing shareholders.

THE OIL AND NATURAL GAS INDUSTRY IS HIGHLY COMPETITIVE AND THERE IS NO ASSURANCE
THAT WE WILL BE SUCCESSFUL IN ACQUIRING LEASES.

The oil and natural gas industry is intensely competitive. Although we do not
compete with other oil and gas companies for the sale of any oil and gas that we
may produce, as there is sufficient demand in the world market for these
products, we compete with numerous individuals and companies, including many
major oil and natural gas companies which have substantially greater technical,
financial and operational resources and staff. Accordingly, there is a high
degree of competition for desirable oil and natural gas leases, suitable
properties for drilling operations and necessary drilling equipment, as well as
for access to funds. We cannot predict if the necessary funds can be raised or
that any projected work will be completed.

THERE CAN BE NO ASSURANCE THAT WE WILL DISCOVER OIL OR NATURAL GAS IN ANY
COMMERCIAL QUANTITY ON OUR PROPERTIES.

Exploration for economic reserves of oil and natural gas is subject to a number
of risks. There is competition for the acquisition of available oil and natural
gas properties. Few properties that are explored are ultimately developed into
producing oil and/or natural gas wells. If we cannot discover oil or natural gas
in any commercial quantity thereon, our business will fail.

EVEN IF WE ARE ABLE TO ENGAGE IN EXPLORATION ON OUR PROPERTY AND ESTABLISH THAT
IT CONTAINS OIL OR NATURAL GAS IN COMMERCIALLY EXPLOITABLE QUANTITIES, THE
POTENTIAL PROFITABILITY OF OIL AND NATURAL GAS VENTURES DEPENDS UPON FACTORS
BEYOND THE CONTROL OF OUR COMPANY.

The potential profitability of oil and natural gas properties is dependent upon
many factors beyond our control. For instance, world prices and markets for oil
and natural gas are unpredictable, highly volatile, potentially subject to
governmental fixing, pegging, controls or any combination of these and other
factors, and respond to changes in domestic, international, political, social
and economic environments. Additionally, due to worldwide economic uncertainty,
the availability and cost of funds for production and other expenses have become
increasingly difficult, if not impossible, to project. In addition, adverse
weather conditions can hinder drilling operations. These changes and events may
materially affect our future financial performance. These factors cannot be
accurately predicted and the combination of these factors may result in our
company not receiving an adequate return on invested capital.

In addition, a productive well may become uneconomic in the event water or other
deleterious substances are encountered which impair or prevent the production of
oil and/or natural gas from the well. Production from any well may be
unmarketable if it is impregnated with water or other deleterious substances.
Also, the marketability of oil and natural gas which may be acquired or
discovered will be affected by numerous related factors, including the proximity
and capacity of oil and natural gas pipelines and processing equipment, market
fluctuations of prices, taxes, royalties, land tenure, allowable production and
environmental protection, all of which could result in greater expenses than
revenue generated by the well.

THE MARKETABILITY OF NATURAL RESOURCES WILL BE AFFECTED BY NUMEROUS FACTORS
BEYOND OUR CONTROL WHICH MAY RESULT IN US NOT RECEIVING AN ADEQUATE RETURN ON
INVESTED CAPITAL TO BE PROFITABLE OR VIABLE.

The marketability of natural resources which may be acquired or discovered by us
will be affected by numerous factors beyond our control. These factors include
market fluctuations in oil and natural gas pricing and demand, the proximity and
capacity of natural resource markets and processing equipment, governmental
regulations, land tenure, land use, regulation concerning the importing and
exporting of oil and natural gas and environmental protection regulations. The
exact effect of these factors cannot be accurately predicted, but the
combination of these factors may result in us not receiving an adequate return
on invested capital to be profitable or viable.

OIL AND NATURAL GAS OPERATIONS ARE SUBJECT TO COMPREHENSIVE REGULATION WHICH MAY
CAUSE SUBSTANTIAL DELAYS OR REQUIRE CAPITAL OUTLAYS IN EXCESS OF THOSE
ANTICIPATED CAUSING AN ADVERSE EFFECT ON OUR COMPANY.

Oil and natural gas operations are subject to federal, state, and local laws
relating to the protection of the environment, including laws regulating removal
of natural resources from the ground and the discharge of materials into the
environment. Oil and natural gas operations are also subject to federal, state,
and local laws and regulations which seek to maintain health and safety
standards by regulating the design and use of drilling methods and equipment.
Various permits from government bodies are required for drilling operations to
be conducted; no assurance can be given that standards imposed by federal,
provincial, or local authorities may be changed and any such changes may have
material adverse effects on our activities. Moreover, compliance with such laws
may cause substantial delays or require capital outlays in excess of those
anticipated, thus causing an adverse effect on us. Additionally, we may be
subject to liability for pollution or other environmental damages. To date, we
have not been required to spend any material amount on compliance with
environmental regulations. However, we may be required to do so in the future
and this may affect our ability to expand or maintain our operations.

EXPLORATION AND PRODUCTION ACTIVITIES ARE SUBJECT TO CERTAIN ENVIRONMENTAL
REGULATIONS WHICH MAY PREVENT OR DELAY THE COMMENCEMENT OR CONTINUATION OF OUR
OPERATIONS.

In general, our exploration and production activities are subject to certain
federal, state and local laws and regulations relating to environmental quality
and pollution control. Such laws and regulations increase the costs of these
activities and may prevent or delay the commencement or continuation of a given
operation. Specifically, we may be subject to legislation regarding emissions
into the environment, water discharges and storage and disposition of hazardous
wastes. In addition, legislation has been enacted which requires well and
facility sites to be abandoned and reclaimed to the satisfaction of state
authorities. However, such laws and regulations are frequently changed and we
are unable to predict the ultimate cost of compliance. Generally, environmental
requirements do not appear to affect us any differently or to any greater or
lesser extent than other companies in the industry.

EXPLORATORY DRILLING INVOLVES MANY RISKS AND WE MAY BECOME LIABLE FOR POLLUTION
OR OTHER LIABILITIES WHICH MAY HAVE AN ADVERSE EFFECT ON OUR FINANCIAL POSITION.

Drilling operations generally involve a high degree of risk. Hazards such as
unusual or unexpected geological formations, power outages, labor disruptions,
blow-outs, sour natural gas leakage, fire, inability to obtain suitable or
adequate machinery, equipment or labor, and other risks are involved. We may
become subject to liability for pollution or hazards against which it cannot

adequately insure or which it may elect not to insure. Incurring any such
liability may have a material adverse effect on our financial position and
operations.

ANY CHANGE TO GOVERNMENT REGULATION/ADMINISTRATIVE PRACTICES MAY HAVE A NEGATIVE
IMPACT ON OUR ABILITY TO OPERATE AND OUR PROFITABILITY.

The business of oil and natural gas exploration and development is subject to
substantial regulation under various countries laws relating to the exploration
for, and the development, upgrading, marketing, pricing, taxation, and
transportation of oil and natural gas and related products and other matters.
Amendments to current laws and regulations governing operations and activities
of oil and natural gas exploration and development operations could have a
material adverse impact on our business. In addition, there can be no assurance
that income tax laws, royalty regulations and government incentive programs
related to the properties subject to our farm-out agreements and the oil and
natural gas industry generally will not be changed in a manner which may
adversely affect our progress and cause delays, inability to explore and develop
or abandonment of these interests.

Permits, leases, licenses, and approvals are required from a variety of
regulatory authorities at various stages of exploration and development. There
can be no assurance that the various government permits, leases, licenses and
approvals sought will be granted in respect of our activities or, if granted,
will not be cancelled or will be renewed upon expiry. There is no assurance that
such permits, leases, licenses, and approvals will not contain terms and
provisions which may adversely affect our exploration and development
activities.

IF WE ARE UNABLE TO HIRE AND RETAIN KEY PERSONNEL, WE MAY NOT BE ABLE TO
IMPLEMENT OUR BUSINESS PLAN.

Our success is largely dependent on our ability to hire highly qualified
personnel. This is particularly true in highly technical businesses such as
resource exploration. These individuals are in high demand and we may not be
able to attract the personnel we need. In addition, we may not be able to afford
the high salaries and fees demanded by qualified personnel, or may lose such
employees after they are hired. Failure to hire key personnel when needed, or on
acceptable terms, would have a significant negative effect on our business.

WE COULD NOT ACT AS THE "OPERATOR" ON OUR PROPERTY, AND SO WE ARE EXPOSED TO THE
RISKS OF OUR THIRD-PARTY OPERATORS.

We will be relying on the expertise of contracted third-party oil and gas
exploration and development operators and third-party consultants for their
judgment, experience and advice. We can give no assurance that these third party
operators or consultants will always act in our best interests, and we are
exposed as a third party to their operations and actions and advice in those
properties and activities in which we are contractually bound.

OUR AUDITORS' REPORTS CONTAIN A STATEMENT THAT OUR NET LOSS AND LIMITED WORKING
CAPITAL RAISE SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN.

Our independent registered public accountants have stated in their report,
included in this Prospectus under the heading "Financial Statements" that our
significant operating losses and working capital deficiency raise substantial
doubt about our ability to continue as a going concern. We had a net loss of
$8,404 for the period ended July 31, 2012. We will be required to raise
substantial capital to fund our capital expenditures, working capital and other
cash requirements since our current cash assets are exhausted. We are currently

searching for sources of additional funding. The successful outcome of future
financing activities cannot be determined at this time and there are no
assurances that, if achieved, we will have sufficient funds to execute our
intended business plan or generate positive operational results.

WE ARE INCURRING INCREASED COSTS AS A RESULT OF BEING A PUBLICLY-TRADED COMPANY.

As a public company, we incur significant legal, accounting and other expenses
that we did not incur as a private company. In addition, the Sarbanes-Oxley Act
of 2002, as well as rules subsequently implemented by the Securities and
Exchange Commission, have required changes in corporate governance practices of
public companies. These new rules and regulations have increased our legal and
financial compliance costs and have made some activities more time-consuming and
costly. They have also made it more difficult and more expensive for us to
obtain director and officer liability insurance, which we currently cannot
afford to do. As a result of the new rules, it may become more difficult for us
to attract and retain qualified persons to serve on our board of directors or as
executive officers. We cannot predict or estimate the amount of additional costs
we may incur as a result of being a public company or the timing of such costs
and/or whether we will be able to raise the funds necessary to meet the cash
requirements for these costs.

BECAUSE WE MAY NEVER EARN REVENUES FROM OUR OPERATIONS, OUR BUSINESS MAY FAIL
AND THEN INVESTORS MAY LOSE ALL OF THEIR INVESTMENT IN OUR COMPANY.

We have no history of revenues from operations. We have never had significant
operations and have no significant assets. We have yet to generate positive
earnings and there can be no assurance that we will ever operate profitably. We
have a limited operating history and are in the exploration stage. The success
of our company is significantly dependent on the uncertain events of the
discovery and exploitation of oil and gas reserves on our properties or selling
the rights to exploit those reserves. If our business plan is not successful and
we are not able to operate profitably, then our stock may become worthless and
investors may lose all of their investment in our company.

Prior to completion of the exploration stage, we anticipate that we will incur
increased operating expenses without realizing any revenues. We therefore expect
to incur significant losses into the foreseeable future. We recognize that if we
are unable to generate significant revenues from the exploration of our property
in the future, we will not be able to earn profits or continue operations. There
is no history upon which to base any assumption as to the likelihood that we
will prove successful, and we can provide no assurance that we will generate any
revenues or ever achieve profitability. If we are unsuccessful in addressing
these risks, our business will fail and investors may lose all of their
investment in our company.

IF WE DO NOT FILE A REGISTRATION STATEMENT ON FORM 8-A TO BECOME A MANDATORY
REPORTING COMPANY UNDER SECTION 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934, WE
WILL CONTINUE AS A REPORTING COMPANY AND WILL NOT BE SUBJECT TO THE PROXY
STATEMENT REQUIREMENTS, AND OUR OFFICERS, DIRECTORS AND 10% STOCKHOLDERS WILL
NOT BE REQUIRED TO SUBMIT REPORTS TO THE SEC ON THEIR STOCK OWNERSHIP AND STOCK
TRADING ACTIVITY, ALL OF WHICH COULD REDUCE THE VALUE OF YOUR INVESTMENT AND THE
AMOUNT OF PUBLICLY AVAILABLE INFORMATION ABOUT US.

requirements of the 1934 Act. This will require us to file quarterly and annual
reports with the SEC and will also subject us to the proxy rules of the SEC. In
addition, our officers, directors and 10% stockholders will be required to
submit reports to the SEC on their stock ownership and stock trading activity.
We are not required under Section 12(g) or otherwise to become a mandatory 1934
Act filer unless we have more than 2,000 (500 non-accredited) shareholders and
total assets of more than $10 million on July 31, 2013. If we do not file a
registration statement on Form 8-A at or prior to July 31, 2013, we plan to
continue as a reporting company, but will not be subject to the proxy statement
requirements of the 1934 Act, and our officers, directors and 10% stockholders
will not be required to submit reports to the SEC on their stock ownership and
stock trading activity.

RISKS ASSOCIATED WITH OUR COMMON STOCK AND THIS OFFERING

WE DO NOT INTEND TO PAY DIVIDENDS ON ANY INVESTMENT IN THE SHARES OF OUR STOCK.

We have never paid any cash dividends and currently do not intend to pay any
dividends for the foreseeable future. To the extent that we require additional
funding currently not provided for in our financing plan, our funding sources
may prohibit the payment of a dividend. Because we do not intend to declare
dividends, any gain on an investment in our company will need to come through an
increase in the stock's price. This may never happen and investors may lose all
of their investment in us.

BECAUSE WE CAN ISSUE ADDITIONAL SHARES OF COMMON STOCK, PURCHASERS OF OUR COMMON
STOCK MAY INCUR IMMEDIATE DILUTION AND MAY EXPERIENCE FURTHER DILUTION.

We are authorized to issue up to 100,000,000 shares of common stock, of which
27,000,000 shares are issued and outstanding, and 20,000,000 shares of preferred
stock, none of which is issued and outstanding. Our board of directors has the
authority to cause us to issue additional shares of common stock, and to
determine the rights, preferences and privileges of such shares, without consent
of any of our stockholders. Consequently, the stockholders may experience more
dilution in their ownership of our stock in the future.

OUR STOCK IS A PENNY STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE
SECURITIES AND EXCHANGE COMMISSION'S PENNY STOCK REGULATIONS WHICH MAY LIMIT A
STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.

Our stock is a penny stock. The Securities and Exchange Commission has adopted
Rule 15g-9 which generally defines "penny stock" to be any equity security that
has a market price (as defined) less than $5.00 per share or an exercise price
of less than $5.00 per share, subject to certain exceptions. Our securities are
covered by the penny stock rules, which impose additional sales practice
requirements on broker-dealers who sell to persons other than established
customers and "accredited investors". The term "accredited investor" refers
generally to institutions with assets in excess of $5,000,000 or individuals
with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which provides information about penny stocks and the nature and
level of risks in the penny stock market. The broker-dealer also must provide
the customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in

writing prior to effecting the transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules; the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.

FINRA SALES PRACTICE REQUIREMENTS MAY ALSO LIMIT A STOCKHOLDER'S ABILITY TO BUY
AND SELL OUR STOCK.

In addition to the "penny stock" rules promulgated by the Securities and
Exchange Commission, the Financial Industry Regulatory Authority (FINRA) has
adopted rules that require that in recommending an investment to a customer, a
broker-dealer must have reasonable grounds for believing that the investment is
suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, the FINRA believes that there is a high probability that
speculative low priced securities will not be suitable for at least some
customers. The FINRA requirements make it more difficult for broker-dealers to
recommend that their customers buy our common stock, which may limit your
ability to buy and sell our stock.

OUR SECURITY HOLDERS MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF OUR
SECURITIES DUE TO STATE "BLUE SKY" LAWS.

Each state has its own securities laws, often called "blue sky" laws, which (i)
limit sales of securities to a state's residents unless the securities are
registered in that state or qualify for an exemption from registration, and (ii)
govern the reporting requirements for broker-dealers doing business directly or
indirectly in the state. Before a security is sold in a state, there must be a
registration in place to cover the transaction, or the transaction must be
exempt from registration. The applicable broker must be registered in that
state.

We do not know whether our securities will be registered or exempt from
registration under the laws of any state. A determination regarding registration
will be made by those broker-dealers, if any, who agree to serve as the
market-makers for our common stock. There may be significant state blue sky law
restrictions on the ability of investors to sell, and on purchasers to buy, our
securities. You should therefore consider the resale market for our common stock
to be limited, as you may be unable to resell your shares without the
significant expense of state registration or qualification.

BECAUSE THERE IS NO PUBLIC TRADING MARKET FOR OUR COMMON STOCK, YOU MAY NOT BE
ABLE TO RESELL YOUR STOCK.

There is currently no public trading market for our common stock. Therefore,
there is no central place, such as stock exchange or electronic trading system,
to resell your shares. If you do wish to resell your shares, you will have to
locate a buyer and negotiate your own sale. As a result, you may be unable to
sell your shares, or you may be forced to sell them at a loss.

We intend to apply to have our common stock quoted on the OTC Bulletin Board.
This process takes at least 60 days and the application must be made on our
behalf by a market maker. Our stock may be listed or traded only to the extent
that there is interest by broker-dealers in acting as a market-maker. Despite
our best efforts, it may not be able to convince any broker/dealer to act as
market-makers and make quotations on the OTC Bulletin Board. We may consider
pursuing a listing on the OTC Bulletin Board after this registration becomes
effective and we have completed our offering. If our common stock becomes listed
and a market for the stock develops, the actual price of our shares will be
determined by prevailing market prices at the time of the sale.

We cannot assure you that there will be a market in the future for our common
stock. The trading of securities on the OTC Bulletin Board is often sporadic and
investors may have difficulty buying and selling our shares or obtaining market
quotations for them, which may have a negative effect on the market price of our
common stock. You may not be able to sell your shares at their purchase price or
at any price at all.

INVESTING IN OUR COMPANY MAY RESULT IN AN IMMEDIATE LOSS BECAUSE BUYERS WILL PAY
MORE FOR OUR COMMON STOCK THAN THE PRO RATA VALUE OF OUR ASSETS.

We have only been recently formed and has only a limited operating history and
no earnings, therefore, the price of the offered shares is not based on any
data. The offering price and other terms and conditions regarding our shares
have been arbitrarily determined and do not bear any relationship to assets,
earnings, book value or any other objective criteria of value. No investment
banker, appraiser or other independent third party has been consulted concerning
the offering price for the shares or the fairness of the offering price used for
the shares.

The arbitrary offering price of $0.0015 per common share as determined herein is
substantially higher than the net tangible book value per share of our common
stock. Our assets do not substantiate a share price of $0.0015. This premium in
share price applies to the terms of this offering. The offering price will not
change for the duration of the offering even if we obtain a listing on any
exchange or become quoted on the OTC Bulletin Board.

AS WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT WITH SUBSCRIPTIONS FOR INVESTORS,
IF WE FILE FOR OR ARE FORCED INTO BANKRUPTCY PROTECTION, INVESTORS WILL LOSE
THEIR ENTIRE INVESTMENT.

Invested funds for this offering will not be placed in an escrow or trust
account and if we file for bankruptcy protection or a petition for involuntary
bankruptcy is filed by creditors against us, your funds will become part of the
bankruptcy estate and administered according to the bankruptcy laws. As such,
you will lose your investment and your funds will be used to pay creditors.

WE DO NOT ANTICIPATE PAYING DIVIDENDS IN THE FORESEEABLE FUTURE, SO THERE IS
WILL BE LESS WAYS IN WHICH YOU CAN MAKE A GAIN ON ANY INVESTMENT IN US.

We have never paid dividends and do not intend to pay any dividends for the
foreseeable future. To the extent that we may require additional funding
currently not provided for in our financing plan, our funding sources may
prohibit the declaration of dividends. Because we do not intend to pay
dividends, any gain on your investment will need to result from an appreciation
in the price of our common stock. There will therefore be fewer ways in which
you are able to make a gain on your investment.

USE OF PROCEEDS

Our offering is being made on a self-underwritten basis: no minimum number of
shares must be sold in order for the offering to proceed. The offering price per
share is $0.0015. The following table sets forth the uses of proceeds assuming
the sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for
sale by us.

USE OF PROCEEDS TABLE

IF 25% OF IF 50% OF IF 75% OF IF 100% OF
SHARES SOLD SHARES SOLD SHARES SOLD SHARES SOLD
----------- ----------- ----------- -----------

GROSS PROCEEDS FROM THIS OFFERING $13,125 $26,250 $39,375 $52,500
======= ======= ======= =======
LESS: OFFERING EXPENSES
Accounting fees 4,000 4,000 4,000 4,000
Legal fees 5,000 5,000 5,000 5,000
G&A 4,125 17,250 375 13,500
TOTAL $13,125 $26,250 $ 9,375 $20,000

LESS: EXPLORATION ACTIVITIES $ 0 $ 0 $30,000 $30,000

Even if we are able to sell all of the securities being offered in this
Prospectus, we will still require approximately $52,500$200,000 to cover all of our
anticipated expenses over the next 12 months and as of the date of this
prospectus we had approximately $1,000 on hand. We believe that we will require
approximately $43,500 to cover, accounting, legal and G&A expenses over the next
12 months. Please review our "Management's Discussion and Analysis of Financial
Condition and Results of Operation" elsewhere in this Prospectus. Please note
that there can be no assurance that we will be able to raise such funds.

If we are only able to sell less than 25% of the securities we are offering,
substantially all of the funds raised by this offering will be spent on assuring
that we meet our corporate and disclosure obligations so that we remain in good
standing with the State of Nevada and maintain our status as a reporting issuer
with the SEC.

DETERMINATION OF OFFERING PRICE

The offering price for the shares in this offering was arbitrarily determined.
In determining the initial public offering price of the shares we considered
several factors including the following:

* our start up status;
* our new business structure and operations as well as lack of client
base;
* prevailing market conditions, including the history and prospects for
our industry;
* our future prospects and the experience of our management;
* our capital structure;

Therefore, the public offering price of the shares does not necessarily bear any
relationship to established valuation criteria and may not be indicative of
prices that may prevail at any time or from time to time in the public market
for the common stock. You cannot be sure that a public market for any of our

15
securities will develop and continue or that the securities will ever trade at a
price at or higher than the offering price in this offering.

DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES

The price of the current offering is fixed at $0.0015 per share. This price is
greater than the price paid by our two officers and directors for common equity
since our inception. Our officers and directors paid $0.001 per share. Our
officers and directors paid $0.0005 per share less than the share price in this
offering.

Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets as of the date of our last
audited financial statements. Dilution arises mainly as a result of our
arbitrary determination of the offering price of the shares being offered.
Dilution of the value of the shares you purchase is also a result of the lower
book value of the shares held by our existing stockholders. The following tables
compare the differences of your investment in our shares with the investment of
our existing stockholders.

EXISTING STOCKHOLDERS IF ALL OF THE SHARES ARE SOLD

Price per share.................................................... $ 0.00150

Net tangible book value per share before offering.................. $ 0.00085

Potential gain to existing shareholder............................. $ 0.000650.00069

Net tangible book value per share after offering
(if all shares sold)............................................................................................. $ 0.001010.00094

Increase to present stockholders in tangible book value
Per share after offering...........................................offering.......................................... $ 0.000160.00025

Net Capital contributions by new stockholders...................... $ 52,500

Capital contribution by officers & directors in July 2012.......... $ 27,000

Number of shares outstanding before the offering................... 27,000,000

Number of shares after offering held by existing stockholders...... 27,000,000

Percentage of ownership after offering (if all shares sold)........ 43.7%

DILUTION TO NEW SHAREHOLDERS
Percentage of Shares Sold
25% 50% 75% 100%
--------- --------- --------- ---------
Per share offering price $ 0.00150 $ 0.00150 $ 0.00150 $ 0.00150

Net tangible book value per
Share before offering $ 0.000850.00069 $ 0.000850.00069 $ 0.000850.00069 $ 0.000850.00069

Net tangible book value per
Share after offering $ 0.000640.00053 $ 0.000810.00072 $ 0.000920.00085 $ 0.001010.00094

Increase in book value
attributable to new
shareholders $(0.00021) $(0.00001)$(0.00016) $ 0.000070.00003 $ 0.00016 $ 0.00025

Dilution to new shareholders $(0.00086) $(0.00069) $(0.00058) $(0.00049)$(0.00081) $(0.00078) $(0.00065) $(0.00056)

THE OFFERING

We are registering 35,000,000 shares of our common stock for offer and sale at
$0.0015 per share.

There is currently no active trading market for our common stock, and such a
market may not develop or be sustained. We currently plan to have our common
stock listing on the OTC Bulletin Board, subject to the effectiveness of this
Registration Statement. In addition, a market maker will be required to file a
Form 211 with the Financial Industry Regulatory Authority (FINRA) before the
market maker will be able to make a market in our shares of common stock. At the
date hereof, we are not aware that any market maker has any such intention.

We may not sell the shares registered herein until the registration statement
filed with the Securities and Exchange Commission is effective. Further, we will
not offer the shares through a broker-dealer or anyone affiliated with a
broker-dealer. Upon effectiveness, all of the shares being registered herein may
become tradable. The stock may be traded or listed only to the extent that there
is interest by broker-dealers in acting as a market maker in our stock. Despite
our best efforts, it may not be able to convince any broker/dealers to act as
market-makers and make quotations on the OTC Bulletin Board. We may consider
pursuing a listing on the OTCBB after this registration becomes effective and we
have completed our offering.

The price per share will remain at $0.0015 even if we obtain a listing on any
exchange or are quoted on the Over-The-Counter (OTC) Bulletin Board, the
offering price of $0.0015 will not change for the duration of the offering.

We will receive all of the proceeds from such sales of securities and are
bearing all expenses in connection with the registration of our shares.

PLAN OF DISTRIBUTION

We are offering the shares on a "self-underwritten" basis directly through Nina
Bijedic, our officer. Ms. Bijedic will not receive any commissions or other
remuneration of any kind in connection with her participation in this offering
based either directly or indirectly on transactions in securities.

This offering is a self-underwritten offering, which means that it does not
involve the participation of an underwriter to market, distribute or sell the
shares offered under this prospectus. This offering will terminate upon the
earlier to occur of (i) 90 days after this registration statement becomes
effective with the Securities and Exchange Commission, (ii) the date on which
all 35,000,000 shares registered hereunder have been sold. We may, at our
discretion, extend the offering for an additional 90 days.

Ms. Bijedic will not register as a broker-dealer pursuant to Section 15 of the
Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth
those conditions under which a person associated with an issuer may participate
in the offering of the issuer's securities and not be deemed to be a
broker-dealer.

1. Ms. Bijedic is not subject to a statutory disqualification, as that
term is defined in Section 3(a)(39) of the Act, at the time of their
participation;

2. Ms. Bijedic will not be compensated in connection with her
participation by the payment of commissions or other remuneration
based either directly or indirectly on transactions in securities;

3. Ms. Bijedic is not, nor will she be at the time of participation in
the offering, an associated person of a broker-dealer; and

4. Ms. Bijedic meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1
of the Exchange Act, in that they (A) primarily perform, or are
intended primarily to perform at the end of the offering, substantial
duties for or on behalf of our company, other than in connection with
transactions in securities; and (B) are not a broker or dealer, or
been an associated person of a broker or dealer, within the preceding
twelve months; and (C) have not participated in selling and offering
securities for any issuer more than once every twelve months other
than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

Neither Mr. Hynes, nor Ms. Bijedic, intend to purchase any shares in this
offering.

If applicable, the shares may not be offered or sold in certain jurisdictions
unless they are registered or otherwise comply with the applicable securities
laws of such jurisdictions by exemption, qualification or otherwise. We intend
to sell the shares only in the states in which this offering has been qualified
or an exemption from the registration requirements is available, and purchases
of shares may be made only in those states.

In addition and without limiting the foregoing, we will be subject to applicable
provisions, rules and regulations under the Exchange Act with regard to security
transactions during the period of time when this Registration Statement is
effective.

We will not use public solicitation or general advertising in connection with
the offering. This offering will continue for the longer of: (i) 90 days after
this registration statement becomes effective with the Securities and Exchange
Commission, or (ii) the date on which all 35,000,000 shares registered hereunder
have been sold. We may at our discretion extend the offering for an additional
90 days.

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 100,000,000 common shares, $0.0001 par
value, of which 27,000,000 are currently issued and outstanding, as well as
20,000,000 shares of preferred stock, $0.0001 par value, of which none are
currently issued and outstanding.

COMMON STOCK

As of September 18,November 19, 2012, we have 27,000,000 shares of our common stock
outstanding. We do not have any outstanding warrants, options, or other
convertible securities. Holders of the common stock have no preemptive rights to
purchase additional shares of common stock or other subscription rights. The
common stock carries no conversion rights and is not subject to redemption or to
any sinking fund provisions. All shares of common stock are entitled to share
equally in dividends from sources legally available, therefore, when, as and if
declared by the Board of Directors, and upon our liquidation or dissolution,
whether voluntary or involuntary, to share equally in our assets available for
distribution to stockholders.

The Board of Directors is authorized to issue additional shares of common stock
not to exceed the amount authorized by our Articles of Incorporation, on such
terms and conditions and for such consideration as the Board may deem
appropriate without further stockholder action.

VOTING RIGHTS

Each holder of common stock is entitled to one vote per share on all matters on
which such stockholders are entitled to vote. Since the shares of common stock
do not have cumulative voting rights, the holders of more than 50% of the shares
voting for the election of directors can elect all the directors if they choose
to do so and, in such event, the holders of the remaining shares will not be
able to elect any person to the Board of Directors.

PREFERRED STOCK

We are authorized to issue up to 20,000,000 shares of $0.0001 par value
preferred stock. We have no shares of preferred stock outstanding. Under our
Articles of Incorporation, the Board of Directors has the power, without further
action by the holders of the common stock, to determine the relative rights,
preferences, privileges and restrictions of the preferred stock, and to issue
the preferred stock in one or more series as determined by the Board of
Directors. The designation of rights, preferences, privileges and restrictions
could include preferences as to liquidation, redemption and conversion rights,
voting rights, dividends or other preferences, any of which may be dilutive of
the interest of the holders of the common stock.

DIVIDEND POLICY

Holders of our common stock are entitled to dividends if declared by the Board
of Directors out of funds legally available for dividends. Since our inception
to September 18,November 19, 2012 no dividends have been declared.

We do not intend to issue any cash dividends in the future. We intend to retain
earnings, if any, to finance the development and expansion of our business.
However, it is possible that management may decide to declare a stock dividend
in the future. Our future dividend policy will be subject to the discretion of
the Board of Directors and will be contingent upon future earnings, if any, our
financial condition, our capital requirements, general business conditions and
other factors.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this Prospectus as having prepared or certified
any part thereof or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of our common stock was employed on a contingency basis or had or is
to receive, in connection with the offering, a substantial interest, directly or
indirectly, in us. Additionally, no such expert or counsel was connected with us
as a promoter, managing or principal underwriter, voting trustee, director,
officer or employee.

Scott Olson, Esq., of 65 Enterprise, Aliso Viejo, CA, 92656 has passed upon
certain legal matters in connection with the validity of the issuance of the
shares of our common stock.

Silberstein Ungar, PLLC of 30600 Telegraph Road, Suite 2175, Bingham Farms, MI
48025 have audited our Financial Statements for the period from June 13, 2012
(date of inception) through July 31, 2012 and to the extent set forth in its
report, which are included herein in reliance upon the authority of said firm as
experts in accounting and auditing. There were no disagreements related to
accounting principles or practices, financial statement disclosure, internal
controls or auditing scope or procedure from date of appointment as our
independent registered accountant through the period of audit (inception date
June 13, 2012 through July 31, 2012)

BUSINESS DESCRIPTION
OVERVIEW

We plan on engaging in the exploration and development of oil and gas
properties. We have acquired 100%, subject to an overriding royalty of 3.3333%
of 8/8ths of all the oil, gas and other hydrocarbons produced, saved and
marketed, of a 624 net acre Bakken shale lease in Lewis and Clark County,
Montana, which we plan to explore for oil and gas. This property is described in
"Description of Business" further in this Prospectus and is otherwise known as
the Bear River Prospect. We have had limited operations and have been issued a
"going concern" opinion by our auditor, based upon our reliance on the sale of
our common stock as the sole source of funds for our future operations. We
anticipate conducting exploration activity on this property to ascertain whether
production of oil and gas will be financially feasible given the current market
for these commodities. If our exploration activity results in a positive outlook
for the commercialization of the property, we anticipate on exercising the
option on the property and begin production. However, there can be no assurance
that we will raise sufficient funds to complete the type of exploration activity
which will be necessary and then begin production.

We have had limited operations and have been issued a "going concern" opinion by
our auditor, based upon our reliance on the sale of our common stock as the sole
source of funds for our future operations. We will need to raise $210,500
through the sale of our common stock, in addition to the proceeds of this
offering, in order to implement our business plan for the upcoming 12 months.
Our initial exploration plan calls for $30,000. If the initial exploration is
successful, we plan to undertake a second phase of exploration. We anticipate
that the second phase of exploration will cost approximately $150,000 and we
will need to raise additional capital in order to carry out this activity. There
can be no assurance that the initial stage of exploration activity will provide
positive results or that we will be able to raise the capital required to
undertake the planned second stage. Since our inception in June 2012, we have
been involved primarily in organizational and acquisition activities. We have
raised some initial capital, acquired an option on the Bear River Prospect
property, developed a short-term and long term corporate strategy and retained
experts in law and accounting. We anticipate undertaking exploration activity on
the Bear River Prospect by spring of 2013.

Our short term business strategy is to conduct exploration activities on the
Bear River Prospect, laid out in more detail in the "Description of Property"
section of this Prospectus and raise sufficient capital to carry out these
activities. If achieve positive results during our exploration activities, we
believe we will be able to either develop the Bear River Prospect to the point
of production or transfer our rights in the property at a profit.

Our long term strategy calls for the acquisition of additional property rights
throughout North America and the undertaking of exploration activities on those
properties. Both our short term and long term strategies are dependent on the
ability to raise further capital and there can be no assurance that we will be
able to raise such capital.

MARKETS

The availability of a ready market and the prices obtained for produced oil and
gas depends on many factors, including the extent of domestic production and
imports of oil and gas, the proximity and capacity of natural gas pipelines and
other transportation facilities, fluctuating demand for oil and gas, the
marketing of competitive fuels, and the effects of governmental regulation of
oil and gas production and sales. A ready domestic market for oil and gas exists
because of the presence of pipelines to transport oil and gas. The existence of
an international market exists depends upon the presence of international
delivery systems and political and pricing factors.

If we are successful in producing oil and gas in the future, the target
customers for our oil and gas are expected to be refiners, remarketers and third
party intermediaries, who either have, or have access to, consumer delivery
systems. We intend to sell our oil and gas under both short-term (less than one
year) and long-term (one year or more) agreements at prices negotiated with
third parties. Typically either the entire contract (in the case of short-term
contracts) or the price provisions of the contract (in the case of long-term
contracts) are renegotiated at intervals ranging in frequency from daily to
annually.

We have not yet adopted any specific sales and marketing plans. However, as we
purchase future properties, the need to hire marketing personnel will be
addressed.

COMPETITION

The oil and gas industry is highly competitive. We are a new exploration stage
company and have a weak competitive position in the industry. We compete with
junior and senior oil and gas companies, independent producers and institutional
and individual investors who are actively seeking to acquire oil and gas
properties throughout the world together with the equipment, labor and materials
required to operate on those properties. Competition for the acquisition of oil
and gas interests is intense with many oil and gas leases or concessions
available in a competitive bidding process in which we may lack the
technological information or expertise available to other bidders.

Many of the oil and gas companies with which we compete for financing and for
the acquisition of oil and gas properties have greater financial and technical
resources than those available to us. Accordingly, these competitors may be able
to spend greater amounts on acquiring oil and gas interests of merit or on
exploring or developing their oil and gas properties. This advantage could
enable our competitors to acquire oil and gas properties of greater quality and
interest to prospective investors who may choose to finance their additional
exploration and development. Such competition could adversely impact our ability
to attain the financing necessary for us to acquire further oil and gas
interests or explore and develop our current or future oil and gas properties.

We also compete with other junior oil and gas companies for financing from a
limited number of investors that are prepared to invest in such companies. The
presence of competing junior oil and gas companies may impact our ability to
raise additional capital in order to fund our acquisition or exploration
programs if investors perceive that investments in our competitors are more
attractive based on the merit of their oil and gas properties or the price of

the investment opportunity. In addition, we compete with both junior and senior
oil and gas companies for available resources, including, but not limited to,
professional geologists, land specialists, engineers, camp staff, helicopters,
float planes, oil and gas exploration supplies and drill rigs.

General competitive conditions may be substantially affected by various forms of
energy legislation and/or regulation introduced from time to time by the
governments of the United States and other countries, as well as factors beyond
our control, including international political conditions, overall levels of
supply and demand for oil and gas, and the markets for synthetic fuels and
alternative energy sources.

In the face of competition, we may not be successful in acquiring, exploring or
developing profitable oil and gas properties or interests, and we cannot give
any assurance that suitable oil and gas properties or interests will be
available for our acquisition, exploration or development. Despite this, we hope
to compete successfully in the oil and gas industry by:

* keeping our costs low;
* relying on the strength of our management's contacts; and
* using our size and experience to our advantage by adapting quickly to
changing market conditions or responding swiftly to potential
opportunities.

GOVERNMENTAL REGULATIONS AND ENVIRONMENTAL COMPLIANCE

GENERAL. Our exploration activities are subject to federal, state and local laws
and regulations governing exploration, environmental matters, occupational
health and safety, taxes, labor standards and other matters. All material
licenses, permits and other authorizations currently required for our operations
have been obtained or timely applied for. Compliance is often burdensome, and
failure to comply carries substantial penalties. The regulatory burden on the
oil and gas industry increases the cost of doing business and affects
profitability.

ENVIRONMENTAL MATTERS. Our operations are subject to numerous laws relating to
environmental protection. These laws impose substantial penalties for any
pollution resulting from our operations. We believe that our operations
substantially comply with applicable environmental laws.

SOLID WASTE. Our operations require the disposal of both hazardous and
nonhazardous solid wastes that are subject to the requirements of the Federal
Resource Conservation and Recovery Act (RCRA) and comparable state statutes. In
addition, the EPA and certain states in which we currently operate are presently
in the process of developing stricter disposal standards for nonhazardous waste.
Changes in these standards may result in our incurring additional expenditures
or operating expenses.

HAZARDOUS SUBSTANCES. The Comprehensive Environmental Response, Compensation,
and Liability Act (CERCLA), also known as the "Superfund" law, imposes
liability, without regard to fault or the legality of the original conduct, on
some classes of persons that are considered to have contributed to the release
of a "hazardous substance" into the environment. These persons include but are
not limited to the owner or operator of the site or sites where the release
occurred or was threatened and companies that disposed or arranged for the
disposal of the hazardous substances found at the site. Persons responsible for
releases of hazardous substances under CERCLA may be subject to joint and
several liability for the costs of cleaning up the hazardous substances and for
damages to natural resources. Despite the RCRA exemption that encompasses wastes

directly associated with crude oil and gas production and the "petroleum
exclusion" of CERCLA, we may generate or arrange for the disposal of "hazardous
substances" within the meaning of CERCLA or comparable state statutes in the
course of our ordinary operations. Thus, we may be responsible under CERCLA (or
the state equivalents) for costs required to clean up sites where the release of
a "hazardous substance" has occurred. Also, it is not uncommon for neighboring
landowners and other third parties to file claims for cleanup costs as well as
personal injury and property damage allegedly caused by the hazardous substances
released into the environment. Thus, we may be subject to cost recovery and to
some other claims as a result of our operations.

AIR. Our operations are also subject to regulation of air emissions under the
Clean Air Act, comparable state and local requirements and the OCSLA. The
scheduled implementation of these laws could lead to the imposition of new air
pollution control requirements on our operations. Therefore, we may incur future
capital expenditures to upgrade our air pollution control equipment. We do not
believe that our operations would be materially affected by these requirements,
nor do we expect the requirements to be any more burdensome to us than to other
companies our size involved in exploration and production activities.

WATER. The Clean Water Act prohibits any discharge into waters of the United
States except in strict conformance with permits issued by federal and state
agencies. Failure to comply with the ongoing requirements of these laws or
inadequate cooperation during a spill event may subject a responsible party to
civil or criminal enforcement actions. Similarly, the Oil Pollution Act of 1990
imposes liability on "responsible parties" for the discharge or substantial
threat of discharge of oil into navigable waters or adjoining shorelines. A
"responsible party" includes the owner or operator of a facility or vessel, or
the lessee or permittee of the area in which a facility is located. The Oil
Pollution Act assigns liability to each responsible party for oil removal costs
and a variety of public and private damages. While liability limits apply in
some circumstances, a party cannot take advantage of liability limits if the
spill was caused by gross negligence or willful misconduct, or resulted from
violation of a federal safety, construction or operating regulation. If the
party fails to report a spill or to cooperate fully in the cleanup, liability
limits likewise do not apply. Even if applicable, the liability limits for
offshore facilities require the responsible party to pay all removal costs, plus
up to $75 million in other damages. Few defenses exist to the liability imposed
by the Oil Pollution Act.

The Oil Pollution Act also requires a responsible party to submit proof of its
financial responsibility to cover environmental cleanup and restoration costs
that could be incurred in connection with an oil spill. The Oil Pollution Act
requires parties responsible for offshore facilities to provide financial
assurance in amounts that vary from $35 million to $150 million depending on a
company's calculation of its "worst case" oil spill.

SAFETY AND HEALTH REGULATIONS. We are also subject to laws and regulations
concerning occupational safety and health. We do not currently anticipate making
substantial expenditures because of occupational safety and health laws and
regulations. We cannot predict how or when these laws may be changed, or the
ultimate cost of compliance with any future changes. However, we do not believe
that any action taken will affect us in a way that materially differs from the
way it would affect other companies in our industry.

INTELLECTUAL PROPERTY

We do not currently hold rights to any intellectual property and have not filed
for copyright or trademark protection for our name or services. We own the
rights to our website: www.freedompetroleum.com.

RESEARCH AND DEVELOPMENT

Since our inception to the date of this Prospectus, we have not spent any money
on research and development activities.

REPORTS TO SECURITY HOLDERS

Any member of the public may read and copy any materials filed by us with the
Securities and Exchange Commission at the Securities and Exchange Commission's
Public Reference Room at 100 F Street, N.E. Washington, D.C. 20549. Information
on the operation of the Public Reference Room may be obtained by calling the
Securities and Exchange Commission at 1-800-732-0330. The Securities and
Exchange Commission maintains an internet website (http://www.sec.gov) that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the Securities and Exchange
Commission.

DESCRIPTION OF PROPERTY

We have acquired 100%, subject to an overriding royalty of 3.3333% of 8/8ths of
all the oil, gas and other hydrocarbons produced, saved and marketed, of a 624
net acre Bakken shale lease in Lewis and Clark County, Montana, known as the
Bear River Prospect. The Bear River Prospect is specifically at Township 15
North, Range 4 West and is legally described as Section 32: Lots 1 through 8,
E2.

We also have an office at 6025 South Quebec Street, Suite 100, Centennial, CO,
80111, which measures approximately 200 square feet and costs us $300 a month.

OWNERSHIP

On July 23, 2012 we entered into, and on August 2, 2012 we closed on a Lease
Purchase Agreement with Summit West Oil, LLC pursuant to which we acquired the
Bear River Prospect for $15,000. The lease is subject to a 3.3333% royalty owed
to Summit West Oil, LLC, as well as a 16.67% royalty owed to the government of
Montana over all oil and gas produced from the property. A copy of the Lease
Purchase Agreement, with the original lease from the government of Montana
attached as a Schedule, is filed herewith as Exhibit 10.1.

The lease is for a ten year term with a commencement date of June 5, 2012. The
ability to renew the lease is to be renegotiated before or upon termination if
Freedom Petroleum Inc. should choose to renew the leasing rights. The lease is
extended automatically upon the ignition of oil or gas production from the
property.

LOCATION

The Bear River opportunity is located in an area of the Alberta Bakken Fairway
in Section 32 - Township 15 North - Range 4 West, Lewis & Clark County, Montana.
It is where the western edge of the Bakken Fairway plunges into contact with the
tectonically heated Thrust Zone and where our management believes, the resulting
thermal maturity of the Bakken offers high potential for oil production.

[MAPS SHOWING CLAIM LOCATION]

GEOLOGY

The Bakken shale in the Bear River Prospect area is considered mature in
geological terms. The vitreonix isopach demonstrates that the Bear River
Prospect is well within the window of maturity, having an Ro between .75-1.0
regionally. The resistivity of the offsetting wells exceeds 400 ohms.

The Bakken development is considered simple and basic. A large blanket deposit
covering hundreds of square miles is present and is currently being developed by
approximately 200 drilling rigs in the Williston Basin. Our management believes
that the western Bakken is very similar. Resistivity on logs and regional
isopach maps of Bakken maturity guides the site selection for development. We
believe that the Bear River Prospect is well within the maturity window.

EXPLORATION PROGRAM

In order to advance our property to a stage that would make the property of
interest for a farm-in opportunity we will need to undertake the early stages of
exploration ourselves. Our holdings do not currently have a resource. Our
initial work plan for the first year will include a detailed review of all
publicly available data and prepare for two drilling locations. In particular,
the review will include a detailed assessment of publicly available drilling
information to help us assess whether our properties may contain the type of
formations that typically host crude oil in Montana. The review will also help
to determine which other oil companies are exploring or drilling in our area in
order to help us assess the possibility of approaching those companies for
potential farm-in opportunities.

In addition to reviewing publicly available information we intend to conduct
seismology studies to best make further determinations of geological potential.
Seismology is a geophysical method of determining geologic structure by means of
prospector-induced elastic waves. In exploration seismology, artificial sources
are used that have periods of tenths of a second and tens of meters of
resolution.

The seismic method as applied to exploration of oil and gas involves field
acquisition, data processing, and geologic interpretation. Seismic field
acquisition requires placement of acoustic receivers (geophones) on the surface.
The end result of seismic data processing is the production of a subsurface
profile similar to a geologic cross section. It is commonly plotted in a time
scale, but it is also possible to plot it in depth. These time or depth profiles
are used for geologic interpretation. Geologic interpretation of seismic data
has two key components, structural and stratigraphic. Structural interpretation
of seismic data involves mapping of the geologic relief of different subsurface
strata by using seismic data as well as information from boreholes and outcrops.
Stratigraphic interpretation looks at attributes within a common stratum and
interprets changes to infer varying reservoir conditions such as lithology,
porosity, and fluid content.

Based on the results of the planned work program the next step in the
exploration process will likely be to approach oil companies in the area to
discuss farm-in opportunities or to raise additional funds in order to drill a
well.

We believe our initial exploration program will cost approximately $30,000 to
complete. The breakdown for the program is as follows:

26
PHASE 1

Exploration Cost
----------- ---------

Drillings Permits & Location Surveys [2 x $3,500] $ 7,000
Geological Field Mapping - 2 Geologists @ $1,600/day X 5 days $ 8,000
Well Site Location & Environmental Study $ 7,500
Initial Engineering & Drilling Program, AFE's $ 3,000
Travel & Lodging $ 2,500
Administrative & Communications $ 2,000
--------
TOTAL $ 30,000
========

If this initial phase provides us with positive results, we will undertake a
second phase of exploration in an attempt to delineate an oil and gas reserve on
our property. This second phase will cost approximately $150,000 and we will
need additional capital in order to carry out this plan. The proposed second
step of exploration on the Bear River Prospect is as follows:

PHASE 2

Exploration Cost
----------- ---------

3D Seismic Line Over Prospect Area $ 75,000
Reclamation Bond for Drilling Operations $ 25,000
Location idrt work, Contractor, Site Preparation $ 15,000
Drilling Contractor Deposit $ 20,000
Project Administration $ 10,000
Third Party Services, Deposits For Other Drilling Services $ 5,000
--------
TOTAL $150,000
========

We have not recognized any revenue from our oil and gas project and do not
expect to generate any revenue for at least 12 months. Our property does not
contain any known reserves or resources of oil or gas.

LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings against us, nor are
we involved as a plaintiff in any material proceedings or pending litigation.
There are no proceedings in which our director, officer, or affiliate, or any
registered beneficial shareholder are an adverse party or has a material
interest adverse to us.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

Our common stock is not traded on any exchange. We intend to apply to have our
common stock quoted on the OTC Bulletin Board once this Prospectus has been
declared effective by the SEC; however, there is no guarantee that we will
obtain a listing.

There is currently no trading market for our common stock and there is no
assurance that a regular trading market will ever develop. OTC Bulletin Board
securities are not listed and traded on the floor of an organized national or
regional stock exchange. Instead, OTC Bulletin Board securities transactions are
conducted through a telephone and computer network connecting dealers. OTC

27
Bulletin Board issuers are traditionally smaller companies that do not meet the
financial and other listing requirements of a regional or national stock
exchange.

To have our common stock listed on any of the public trading markets, including
the OTC Bulletin Board, we will require a market maker to sponsor our
securities. We have not yet engaged any market maker to sponsor our securities,
and there is no guarantee that our securities will meet the requirements for
quotation or that our securities will be accepted for listing on the OTC
Bulletin Board. This could prevent us from developing a trading market for our
common stock.

HOLDERS

As of the date of this Prospectus there were 2 holders of record of our common
stock.

DIVIDENDS

To date, we have not paid dividends on shares of our common stock and we do not
expect to declare or pay dividends on shares of our common stock in the
foreseeable future. The payment of any dividends will depend upon our future
earnings, if any, our financial condition, and other factors deemed relevant by
our Board of Directors.

EQUITY COMPENSATION PLANS

As of the date of this Prospectus we did not have any equity compensation plans.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

This section of the prospectus includes a number of forward-looking statements
that reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
"believe", "expect", "estimate", "anticipate", "intend", "project" and similar
expressions, or words that, by their nature, refer to future events. You should
not place undue certainty on these forward-looking statements, which apply only
as of the date of this prospectus. These forward-looking statements are subject
to certain risks and uncertainties that could cause actual results to differ
materially from historical results or our predictions.

Our financial statements are stated in United States Dollars (USD or US$) and
are prepared in accordance with United States Generally Accepted Accounting
Principles. All references to "common shares" refer to the common shares in our
capital stock.

RESULTS OF OPERATIONS

We did not earn any revenues from our incorporation on June 13, 2012 to July 31,
2012. We incurred operating expenses in the amount of $8,404 for the period from
our inception on June 13, 2012 through July 31, 2012. These operating expenses
were comprised of $3,354 in general and administrative expenses, $4,250 in
professional fees and $800 in website design. On August 12, 2012 we spent
$15,000 of the funds we had on hand for the acquisition of the Bear River
Prospect.

LIQUIDITY AND CAPITAL RESOURCES

As of July 31, 2012, our current assets were $24,230 and our liabilities were
$20,474, which resulting in working capital of $3,756. As of July 31, 2012, our
total assets were comprised of $24,230 in cash and $15,000 in unproved oil and
gas properties for a total of $39,230. Our $20,474 in liabilities included
$19,650 in accounts payable and $824 due to our management. During the period
from June 13, 2012 to July 31, 2012 we spent $15,000 on investing activities
through the purchase of the Bear River Prospect, received $27,160 from financing
activities through the sale of securities to our management and received cash of
$12,070 as a result of an increase in accounts payable and minimal expenses due
to the short reporting period.

During this period we also experienced a $24,230 increase in net cash on hand.
This was due to the fact that we were only incorporated on June 13, 2012 and
have done little but raise financing and acquire our oil and gas exploration
property during the period from June 13, 2012 to July 31, 2012.

We have not attained profitable operations and are dependent upon obtaining
financing to continue with our business plan.

PLAN OF OPERATION

We anticipate that we will meet our ongoing cash requirements through equity or
debt financing. We estimate that our expenses over the next 12 months will be
approximately $253,500 as described in the table below. These estimates may
change significantly depending on the nature of our future business activities
and our ability to raise capital from shareholders or other sources.

Estimated Estimated
Description Completion Date Expenses
----------- --------------- --------

Legal and accounting fees 12 months $ 30,000
Exploration Expenses 12 months $180,000
General and administrative expenses 12 months $ 13,500
Acquisition of Additional Properties 12 months $ 30,000
--------
TOTAL $253,500
========

We intend to meet our cash requirements for the next 12 months through a
combination of debt financing and equity financing by way of private placements.
We currently do not have any arrangements in place to complete any private
placement financings and there is no assurance that we will be successful in
completing any such financings on terms that will be acceptable to us.

If we are not able to raise the full $253,500 to implement our business plan as
anticipated, we will scale our business development in line with available
capital. Our primary priority will be to retain our reporting status with the
SEC, which means that we will first ensure that we have sufficient capital to
cover our legal and accounting expenses. Once these costs are accounted for, in
accordance with how much financing we are able to secure, we will focus on
exploration activities on our property. We will likely not expend funds on the
remainder of our planned activities unless we have the required capital.

We did not earn any revenues from our incorporation on June 13, 2012 to July 31,
2012. We incurred operating expenses in the amount of $8,404 for the period from
our inception on June 13, 2012 through July 31, 2012. These operating expenses
were comprised of incorporation costs, website, bank service charges and other
development costs. On August 12, 2012 we spent $15,000 of the funds we had on
hand for the acquisition of the Bear River Prospect.

As of July 31, 2012, our current assets were $24,230 and our liabilities were
$20,474, which resulting in working capital of $3,756. As of July 31, 2012,
current assets were comprised of $24,230 in cash and $15,000 in unproved oil and
gas properties. Management believes additional capital will be required in order
to complete our secondary offering which we intend to raise though debt. Capital
required to complete our initial exploration plans however will require equity
through private placements. We currently do not have any arrangements in place
to complete any private placement financings and there is no assurance that we
will be successful in completing any such financings on terms that will be
acceptable to us.

We have not attained profitable operations and are dependent upon obtaining
financing to continue with our business plan.29

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in our financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to our
stockholders.

INFLATION

The effect of inflation on our revenues and operating results has not been
significant.

CRITICAL ACCOUNTING POLICIES

Our financial statements are affected by the accounting policies used and the
estimates and assumptions made by management during their preparation. A
complete listing of these policies is included in the notes to our financial
statements for the period from June 13, 2012 to July 31, 2012. We have
identified below the accounting policies that are of particular importance in
the presentation of our financial position, results of operations and cash
flows, and which require the application of significant judgment by management.

USE OF ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

STOCK-BASED COMPENSATION

The Company accounts for employee stock-based compensation in accordance with
the guidance of FASB ASC Topic 718, COMPENSATION - STOCK COMPENSATION which
requires all share-based payments to employees, including grants of employee
stock options, to be recognized in the financial statements based on their fair
values. The fair value of the equity instrument is charged directly to
compensation expense and credited to additional paid-in capital over the period
during which services are rendered. There has been no stock-based compensation
issued to employees.

The Company follows ASC Topic 505-50, formerly EITF 96-18, "ACCOUNTING FOR
EQUITY INSTRUMENTS THAT ARE ISSUED TO OTHER THAN EMPLOYEES FOR ACQUIRING, OR IN
CONJUNCTION WITH SELLING GOODS AND SERVICES," for stock options and warrants
issued to consultants and other non-employees. In accordance with ASC Topic
505-50, these stock options and warrants issued as compensation for services
provided to the Company are accounted for based upon the fair value of the
services provided or the estimated fair market value of the option or warrant,
whichever can be more clearly determined. There has been no stock-based
compensation issued to non-employees.

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

Basic income (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share is calculated by dividing
the Company's net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted

30
weighted average number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity. There are no such
common stock equivalents outstanding as of July 31, 2012.

OIL AND GAS PROPERTIES

We use the full cost method of accounting for oil and natural gas properties.
Under this method, all acquisition, exploration and development costs, including
certain payroll, asset retirement costs, other internal costs, and interest
incurred for the purpose of finding oil and natural gas reserves, are
capitalized. Internal costs that are capitalized are directly attributable to
acquisition, exploration and development activities and do not include costs
related to production, general corporate overhead or similar activities. Costs
associated with production and general corporate activities are expensed in the
period incurred. Proceeds from the sale of oil and natural gas properties are
applied to reduce the capitalized costs of oil and natural gas properties unless
the sale would significantly alter the relationship between capitalized costs
and proved reserves, in which case a gain or loss is recognized.

method based on proved reserves. Capitalized costs of oil and natural gas
properties, net of accumulated amortization and deferred income taxes, are
limited to the total of estimated future net cash flows from proved oil and
natural gas reserves, discounted at ten percent, plus the cost of unevaluated
properties.

There are many factors, including global events that may influence the
production, processing, marketing and price of oil and natural gas. A reduction
in the valuation of oil and natural gas properties resulting from declining
prices or production could adversely impact depletion rates and capitalized cost
limitations. Capitalized costs associated with properties that have not been
evaluated through drilling or seismic analysis, including exploration wells in
progress at July 31, 2012, are excluded from the unit-of-production
amortization. Exclusions are adjusted annually based on drilling results and
interpretative analysis.

Sales of oil and natural gas properties are accounted for as adjustments to the
net full cost pool with no gain or loss recognized, unless the adjustment would
significantly alter the relationship between capitalized costs and proved
reserves. If it is determined that the relationship is significantly altered,
the corresponding gain or loss will be recognized in the statements of
operations.

Costs of oil and gas properties are amortized using the units of production
method.

CEILING TEST: Under the full-cost method of accounting, the net book value of
oil and gas properties, less related deferred income taxes, may not exceed a
calculated "ceiling." The ceiling limitation is the estimated after-tax future
net cash flows from proved oil and gas reserves, discounted at 10 percent per
annum and adjusted for cash flow hedges. Estimated future net cash flows exclude
future cash outflows associated with settling accrued asset retirement
obligations. The Company has adopted U.S. Securities and Exchange Commission
("SEC") Release 33-8995 and the amendments to ASC 932, "Extractive Industries --
Oil and Gas" (the Modernization Rules). Under the Modernization Rules, estimated
future net cash flows are calculated using end-of-period costs and an unweighted
arithmetic average of commodity prices in effect on the first day of each of the
previous 12 months, held flat for the life of the production, except where
prices are defined by contractual arrangements.

31
Any excess of the net book value of proved oil and gas properties, less related
deferred income taxes, over the ceiling is charged to expense and reflected as
additional depletion, depreciation and amortization expense ("DD&A") in the
accompanying statement of operations. Such limitations are tested quarterly. As
of July 31, 2012, capitalized costs did not exceed the ceiling limitation, and
no write-down was indicated.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

Silberstein Ungar PLLC, has audited our Financial Statements for the period June
13, 2012 (date of inception) to July 31, 2012 and to the extent set forth in its
report, which are included herein in reliance upon the authority of said firm as
experts in accounting and auditing. There were no disagreements related to
accounting principles or practices, financial statement disclosure, internal
controls or auditing scope or procedure during the above period.

MANAGEMENT

OFFICERS AND DIRECTOR

Our sole Officer and Director will serve until her successor is elected and
qualified. Our officer was elected by the board of directors and serves until
her successor(s) is duly elected and qualified, or until she is removed from
office. The board of directors has no nominating, auditing or compensation
committees.

Thomas Hynes, is our officer and director, and Nina Bijedic is our officer. The
name, age and position of our officers and director are set forth below:

Name Age Position(s)
---- --- -----------

Thomas Hynes 54 President, Treasurer, Chief Executive Officer,
Principal Financial Officer and Director

Nina Bijedic 41 Secretary

The persons named above have held their offices/positions since the inception of
our company and are expected to hold her offices/positions until the next annual
meeting of our stockholders.

BUSINESS EXPERIENCE

THOMAS HYNES, PRESIDENT, TREASURER, CHIEF EXECUTIVE OFFICER, PRINCIPAL FINANCIAL
OFFICER AND DIRECTOR

Mr. Hynes is our sole director and one of our two officers. Mr. Hynes has served
as such since our inception. Mr. Hynes has over twenty five years of leadership
experience within the energy, mineral and financial industries, with a
background in domestic and international oilfield well site services and gold
mining/dredging operations.

Since November of 2008, Mr. Hynes has been the owner of KTH Oil & Gas
Consulting, where he provides geological services including prospect evaluation
and creation, well site supervision, and project management; specializing in
Rocky Mountain geological regions including Powder River Basin and Crow Indian

32
Nation in Wyoming and Montana. Also since 2008, Mr. Hynes has been the
Vice-President of Guffey Gold & Minerals Corporation where he was responsible
for overseeing project development, fund raising, and expansion opportunities,
supervising all field operations, property acquisition and evaluation, and
maximizing production at existing operations. Currently involved in a joint
venture operation in Guyana with an existing river dredging operator, the
company is producing 450 ounces of gold per month.

From October 2006 to November 2009, Mr. Hynes was the Vice President of Field
Operations for Golden Arrow Exploration & Bison Acid Service. At Golden Arrow,
Mr. Hynes was responsible for supervising well site geological evaluation and
oil and gas detection on multiple oil wells drilled on the Crow Indian
Reservation, South of Billings, Montana. Wells were drilled to the Tensleep
(Minnelusa) Formation for potential oil production, and other shallow gas
formations were evaluated for natural gas production. From November 1990 to
April 2009 Mr. Hynes was a Registered Representative at Northeast Securities in
32
Denver, Colorado. At Northeast Securities Mr. Hynes raised capital for oil
companies, airline leasing companies, entertainment companies, and high-tech
companies. Additionally, he supervised the retail accounts of 300 investors, and
several dozen stockbrokers with emphasis on suitability, compliance and
production.

Mr. Hynes is qualified to sit on our board of directors due to his experience
with oil and gas operations as well as his past work in raising capital and
managing investments.

NINA BIJEDIC, SECRETARY

Nina Bijedic graduated from the Zagreb Engineering Faculty. Ms. Bijedic is a
safety engineer by trade. From 1987 to 2005, he worked for INA (INA - Industrija
nafte, or INA for short, is the national oil company of Croatia.) She worked
there for 18 years monitoring systems, pumps and also worked as a controller for
the finance department. The main INA company, INA d.d., is involved in
exploration and production of oil and gas, deriving oil and the trade of oil and
oil derivatives. The INA Group is the group of daughter-companies, including
PROplin, which deals with liquefied petroleum gas, Crosco which deals in
drilling & well services, STSI for technical services and Maziva-Zagreb which
produces lubricants. INA also owns a stake in JANAF, the Adriatic oil pipeline.
Nina Bijedic is currently self-employed. In 2005 she left INA to start her own
consulting company Benjamin Stil d.o.o. Her company is registered as a
consulting firm that provides both foreign and domestic services for safety
engineering, brokerage and consulting and marketing research.

Mr. Bijedic is qualified to sit on our board of directors due to her experience
with oil and gas operations.

Currently, Mr. Hynes spends approximately 25 hours a week on our affairs and Ms.
Bijedic devotes approximately 15 hours per week on developing our business plan
and developing marketing and capital raising materials.

OTHER DIRECTORSHIPS

Mr. Hynes does not and has not held over the past five years, any other
directorships in any company with a class of securities registered pursuant to
section 12 of the Exchange Act or subject to the requirements of section 15(d)
of such Act or any company registered as an investment company under the
Investment Company Act of 1940.

CONFLICTS OF INTEREST

Neither Mr. Hynes nor Ms. Bijedic is obligated to commit their full time and
attention to our business and accordingly, they may encounter a conflict of
interest in allocating their time between our operations and those of other
businesses. In that course of their other business activities they may become
aware of investment and business opportunities which may be appropriate for
presentation to us as well as other entities to which she owes a fiduciary duty.
As a result they may have conflicts of interest in determining to which entity a
particular business opportunity should be presented. They may also in the future
become affiliated with entities that are engaged in business activities similar
to those we intend to conduct.

In general, officers and directors of a corporation are required to present
business opportunities to the corporation if:

* the corporation could financially undertake the opportunity:
* the opportunity is within the corporation's line of business: and
* it would be unfair to the corporation and its stockholders not to
bring the opportunity to the attention of the corporation.

COMMITTEES OF THE BOARD OF DIRECTORS

Our director has not established any committees, including an Audit Committee, a
Compensation Committee or a Nominating Committee, or any committee performing a
similar function. The functions of those committees are being undertaken by our
director. Because we do not have any independent directors, our board of
directors believes that the establishment of committees of the Board would not
provide any benefits to our company and could be considered more form than
substance.

We do not have a policy regarding the consideration of any director candidates
that may be recommended by our stockholders, including the minimum
qualifications for director candidates, nor has our sole director established a
process for identifying and evaluating director nominees. We have not adopted a
33
policy regarding the handling of any potential recommendation of director
candidates by our stockholders, including the procedures to be followed. Our two
directors and officers not considered or adopted any of these policies as we
have never received a recommendation from any stockholder for any candidate to
serve on our Board of Directors. Given our relative size and lack of directors
and officers insurance coverage, we do not anticipate that any of our
stockholders will make such a recommendation in the near future.

While there have been no nominations of additional directors proposed, in the
event such a proposal is made, all current members of our Board will participate
in the consideration of director nominees.

Mr. Hynes is not an "audit committee financial expert" within the meaning of
Item 401(e) of Regulation S-K. In general, an "audit committee financial expert"
is an individual member of the audit committee or Board of Directors who:

* understands generally accepted accounting principles and financial
statements,
* is able to assess the general application of such principles in
connection with accounting for estimates, accruals and reserves,

* has experience preparing, auditing, analyzing or evaluating financial
statements comparable to the breadth and complexity to our financial
statements,
* understands internal controls over financial reporting, and
* understands audit committee functions.

As with most small, early stage companies until such time our company further
develops its business, achieves a stronger revenue base and has sufficient
working capital to purchase directors and officers insurance, we do not have any
immediate prospects to attract independent directors. When we are able to expand
our Board of Directors to include one or more independent directors, we intend
to establish an Audit Committee of our Board of Directors. It is our intention
that one or more of these independent directors will also qualify as an audit
committee financial expert. Our securities are not quoted on an exchange that
has requirements that a majority of our Board members be independent and we are
not currently otherwise subject to any law, rule or regulation requiring that
all or any portion of our Board of Directors include "independent" directors,
nor are we required to establish or maintain an Audit Committee or other
committee of our Board of Directors.

WE DO NOT HAVE ANY INDEPENDENT DIRECTORS AND WE HAVE NOT VOLUNTARILY IMPLEMENTED
VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE ABSENCE OF WHICH, STOCKHOLDERS MAY
HAVE MORE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR TRANSACTIONS,
CONFLICTS OF INTEREST AND SIMILAR MATTERS.

EXECUTIVE COMPENSATION

We have made no provisions for paying cash or non-cash compensation to our sole
Officer and Director. No salaries are being paid at the present time, no
salaries or other compensation were paid in cash, or otherwise, for services
performed prior to our date of inception, and we do not anticipate that any
compensation will be paid unless and until our operations generate sufficient
cash flows.

34
The table below summarizes all compensation awarded to, earned by, or paid to
our named officers for all services rendered in all capacities to us for the
period from inception (June 13, 2012) through July 31, 2012.

SUMMARY COMPENSATION TABLE

Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------

Thomas Hynes, 2012 0 0 0 0 0 0 0 0
President,
CEO, CFO

Nina Bijedic, 2012 0 0 0 0 0 0 0 0
Secretary

We have not paid any salaries to our officers or our director as of the date of
this Prospectus. We do not anticipate beginning to pay salaries until we have
adequate funds to do so. There are no other stock option plans, retirement,
pension, or profit sharing plans for the benefit of our officer and directors
other than as described herein.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The table below summarizes all unexercised options, stock that has not vested,
and equity incentive plan awards for each named executive officer as of July 31,
2012.

Option Awards Stock Awards
----------------------------------------------------------------- -------------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options Options Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable(#) Unexercisable(#) Options(#) Price($) Date Vested(#) Vested($) Vested(#) Vested(#)
---- ------------------------------- ---------- -------- ---- --------- --------- --------- ---------

Thomas -- -- -- -- -- -- -- -- --
Hynes

There were no grants of stock options since inception to the date of this
Prospectus.

We do not have any long-term incentive plans that provide compensation intended
to serve as incentive for performance.

We have not adopted a stock option plan. We have no plans to adopt a stock
option plan, but may choose to do so in the future. If such a plan is adopted,
this may be administered by the board or a committee appointed by the board (the
"Committee"). The committee would have the power to modify, extend or renew
outstanding options and to authorize the grant of new options in substitution
therefore, provided that any such action may not impair any rights under any
option previously granted. We may develop an incentive based stock option plan
for our officers and directors and may reserve up to 10% of our outstanding
shares of common stock for that purpose.

OPTIONS GRANTS DURING THE LAST FISCAL YEAR / STOCK OPTION PLANS

We do not currently have a stock option plan in favor of any director, officer,
consultant or employee of our company. No individual grants of stock options,
whether or not in tandem with stock appreciation rights known as SARs or
freestanding SARs have been made to our Sole Director and Officer since our
inception; accordingly, no stock options have been granted or exercised by our
Sole Director and Officer since we were founded.

AGGREGATED OPTIONS EXERCISES IN LAST FISCAL YEAR

No individual grants of stock options, whether or not in tandem with stock
appreciation rights known as SARs or freestanding SARs have been made to our
officer or directors since our inception; accordingly, no stock options have
been granted or exercised by our officer or directors since we were founded.

36
LONG-TERM INCENTIVE PLANS AND AWARDS

We do not have any long-term incentive plans that provide compensation intended
to serve as incentive for performance. No individual grants or agreements
regarding future payouts under non-stock price-based plans have been made to our
officer, directors or any employee or consultant since our inception;
accordingly, no future payouts under non-stock price-based plans or agreements
have been granted or entered into or exercised by our officer, directors or
employees or consultants since we were founded.

COMPENSATION OF DIRECTORS

Our directors are not compensated by us for acting as such. They are reimbursed
for reasonable out-of-pocket expenses incurred. There are no arrangements
pursuant to which our directors are or will be compensated in the future for any
services provided as a Director.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, CHANGE-IN-CONTROL ARRANGEMENTS

There are no employment contracts or other contracts or arrangements with Mr.
Hynes and Ms. BIjedic. There are no compensation plans or arrangements,
including payments to be made by us, with respect to Mr. Hynes and Ms. Bijedic
that would result from their resignation, retirement or any other termination.
There are no arrangements for Directors, Officers or Employees that would result
from a change-in-control.

INDEBTEDNESS OF DIRECTORS, SENIOR OFFICERS, EXECUTIVE OFFICERS AND OTHER
MANAGEMENT

Neither our officer, directors nor any associate or affiliate of our company
during the last two fiscal years are or have been indebted to our company by way
of guarantee, support agreement, letter of credit or other similar agreement or
understanding currently outstanding.

36
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth, as of the date of this prospectus, the total
number of shares owned beneficially by our sole officer and director, and key
employees, individually and as a group, and the present owners of 5% or more of
our total outstanding shares. The table also reflects what her ownership will be
assuming completion of the sale of all shares in this offering. The stockholder
listed below has direct ownership of her shares and possesses sole voting and
dispositive power with respect to the shares. Unless otherwise provided for, the
address of each beneficial owner is c/o our company at 6025 South Quebec Street,
Suite 100, Centennial, CO, 80111.

Name and Address Amount and Nature of Percent of
Title of Class of Beneficial Owner [1] Beneficial Ownership Class [2]
-------------- ----------------------- -------------------- ---------

Common Stock Thomas Hynes 17,000,000 63%

Common Stock Nina Bijedic 10,000,000 37%

All Officers and Directors
as a Group (2 persons) 27,000,000 100%

----------
[1] The person named above may be deemed to be a "parent" and "promoter" of our
company, within the meaning of such terms under the Securities Act of 1933,
as amended, by virtue of their direct and indirect stock holdings. Mr.
Hynes and Ms. Bijedic are the only "promoters" of our company. Mr. Hynes is
our sole director and one of our officers. Ms. Bijedic is one of our two
officers.
[2] Based on 27,000,000 shares issued and outstanding as of the date of this
Prospectus.

CHANGE IN CONTROL

We are not aware of any arrangement that might result in a change in control of
our company in the future.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

On July 30, 2012 we issued 17,000,000 shares of restricted common stock to
Thomas Hynes, our sole director and one of our two officers for consideration of
$17,000. Also on July 30, 2012 we Issued 10,000,000 shares of restricted common
stock to Nina Bijedic, an officer, for total consideration of $10,000.

There have been no other transactions since our audit date, July 31, 2012, or
any currently proposed transactions in which we are, or plan to be, a
participant and in which any related person had or will have a direct or
indirect material interest.

37
DIRECTOR INDEPENDENCE

We do not currently have any independent directors. Once we engage further
directors and officers, we plan to develop a definition of independence and
scrutinize our Board of Directors with regard to this definition.

LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings against us, nor are
we involved as a plaintiff in any material proceedings or pending litigation.
There are no proceedings in which any of our directors, officers or affiliates,
or any registered beneficial shareholder are an adverse party or has a material
interest adverse to us.

We intend to furnish annual reports to stockholders, which will include audited
financial statements reported on by our Certified Public Accountants. In
addition, we will issue unaudited quarterly or other interim reports to
stockholders, as we deem appropriate or required by applicable securities
regulations.

DISCLOSURE OF COMMISSION'S POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES

Our Bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by Nevada law.

brought against them based on their conduct in such capacity, provided they did
not engage in fraud or criminal activity.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers or control persons pursuant to the
foregoing provisions, we have been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

REPORTS TO SECURITY HOLDERS

As a result of this offering as required under Section 15(d) of the Securities
Exchange Act of 1934, we will file periodic reports with the Securities and
Exchange Commission through July 31, 2013, including a Form 10-K for the year
ended July 31, 2013, assuming this registration statement is declared effective
before that date. At or prior to July 31, 2013 we intend voluntarily to file a
registration statement on Form 8-A which will subject us to all of the reporting
requirements of the 1934 Act. This will require us to file quarterly and annual
reports with the SEC and will also subject us to the proxy rules of the SEC. In
addition, our officers, directors and 10% stockholders will be required to
submit reports to the SEC on their stock ownership and stock trading activity.
We are not required under Section 12(g) or otherwise to become a mandatory 1934
Act filer unless we have more than 2,000 (maximum 500 non-accredited)
shareholders and total assets of more than $10 million on July 31, 2013. If we
do not file a registration statement on Form 8-A at or prior to July 31, 2013,
we plan to continue as a reporting company, but will not be subject to the proxy
statement requirements of the 1934 Act, and our officers, directors and 10%
stockholders will not be required to submit reports to the SEC on their stock
ownership and stock trading activity.

38
The public may read and copy any materials filed by us with the SEC at the SEC's
Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. We are an electronic filer. The SEC maintains an internet
site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC. The address
of that site is www.sec.gov.

WHERE YOU CAN FIND MORE INFORMATION

In the Registration Statement, certain items of which are contained in exhibits
and schedules as permitted by the rules and regulations of the Securities and
Exchange Commission. You can obtain a copy of the Registration Statement from
the Securities and Exchange Commission by mail from the Public Reference Room of
the Securities and Exchange Commission at 100 F Street, NE, Washington, D.C.
20549, at prescribed rates. In addition, the Securities and Exchange Commission
maintains a Web site at http://www.sec.gov containing reports, proxy and
information statements and other information regarding registrants that file
electronically with the Securities and Exchange Commission. The Securities and
Exchange Commission's telephone number is 1-800-SEC-0330 (1-800-732-0330). These
SEC filings are also available to the public from commercial document retrieval
services.

You should rely only on the information contained in this prospectus. No finder,
dealer, sales person or other person has been authorized to give any information
or to make any representation in connection with this offering other than those
contained in this prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by our company.
This prospectus does not constitute an offer to sell or a solicitation of an

39
offer to buy any of the securities offered hereby by anyone in any jurisdiction
in which such offer or solicitation is not authorized or in which the person
making such offer or solicitation is not qualified to do so or to any person to
whom it is unlawful to make such offer or solicitation.

RECENT SALES OF UNREGISTERED SECURITIES

During the last three fiscal years we have had the following issuances of
unregistered securities:

* On July 30, 2012 we issued 17,000,000 shares of restricted common
stock to Thomas Hynes, our sole director and one of our two officers
for consideration of $17,000. These shares were issued without a
prospectus in reliance on exemptions from registration found in
Section 4(2) of the Securities Act of 1933, as amended.
* Also on July 30, 2012 we issued 10,000,000 shares of restricted common
stock to Nina Bijedic, an officer, for total consideration of $10,000.
These shares were issued without a prospectus in reliance on
exemptions from registration found in Regulation S of the Securities
Act of 1933, as amended.

STOCK TRANSFER AGENT

We have not engaged the services of a transfer agent at this time. However,
within the next twelve months we anticipate doing so. Until such a time a
transfer agent is retained, we will act as our own transfer agent.

3940

FINANCIAL STATEMENTS

FREEDOM PETROLEUM, INC.

(AN EXPLORATION STAGE COMPANY)

FINANCIAL STATEMENTS

JULY 31, 2012

Report of Independent Registered Public Accounting Firm F-2

Balance Sheet as of July 31, 2012 F-3

Statement of Operations for the period from
June 13, 2012 (Date of Inception) through July 31, 2012 F-4

Statement of Stockholders' Equity as of July 31, 2012 F-5

Statement of Cash Flows for the period from
June 13, 2012 (Date of Inception) through July 31, 2012 F-6

Notes to Financial Statements F-7

F-1

Silberstein Ungar, PLLC CPAs and Business Advisors
--------------------------------------------------------------------------------
Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.sucpas.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Freedom Petroleum, Inc.
Las Vegas, NV

We have audited the accompanying balance sheet of Freedom Petroleum, Inc., as of
July 31, 2012, and the related statements of operations, stockholders' equity,
and cash flows for the period from June 13, 2012 (date of inception) to July 31,
2012. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company has determined that it
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Freedom Petroleum, Inc., as of
July 31, 2012 and the results of their operations and cash flows for the period
from June 13, 2012 (date of inception) to July 31, 2012, in conformity with
accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that Freedom
Petroleum, Inc. will continue as a going concern. As discussed in Note 9 to the
financial statements, the Company has incurred losses from operations and is in
need of additional capital to grow its operations so that it can become
profitable. These factors raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans with regard to these matters are
described in Note 9. The accompanying financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ Silberstein Ungar, PLLC
------------------------------------
Silberstein Ungar, PLLC
Bingham Farms, Michigan
September 5, 2012

F-2

FREEDOM PETROLEUM, INC.
(An Exploration Stage Company)
BALANCE SHEET
AS OF JULY 31, 2012

2012
--------
ASSETS

Current Assets
Cash and cash equivalents $ 24,230
--------

Total Current Assets 24,230

Property and equipment
Unproved oil and natural gas properties 15,000
--------

Total Assets $ 39,230
========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts payable and accrued expenses $ 19,650
Due to related party 824
--------

Total Current Liabilities 20,474
--------
Stockholders' Equity
Common stock, $0.0001 par value; 100,000,000 shares authorized,
27,000,000 shares issued and outstanding 2,700
Preferred stock, $0.0001 par value; 20,000,000 shares authorized,
0 shares issued and outstanding 0
Additional paid-in capital 24,460
Deficit accumulated during the exploration stage (8,404)
--------

Total Stockholders' Equity 18,756
--------

Total Liabilities and Stockholders' Equity $ 39,230
========

The accompanying notes are an integral part of the financial statements.

F-3

FREEDOM PETROLEUM, INC.
(An Exploration Stage Company)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JUNE 13, 2012 (DATE OF INCEPTION) THROUGH JULY 31, 2012

Period From
June 13, 2012
(Date of Inception)
through
July 31, 2012
-------------

GROSS REVENUES $ 0

OPERATING EXPENSES
General and administrative 3,354
Professional fees 4,250
Website design 800
------------
TOTAL OPERATING EXPENSES 8,404
------------

LOSS FROM OPERATIONS (8,404)

OTHER INCOME (EXPENSE) 0
------------

LOSS BEFORE PROVISION FOR INCOME TAXES (8,404)

PROVISION FOR INCOME TAXES 0
------------

NET LOSS $ (8,404)
============

NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00)
============
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 15,163,265
============

The accompanying notes are an integral part of these financial statements.

F-4

FREEDOM PETROLEUM, INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JUNE 13, 2012 (DATE OF INCEPTION) THROUGH JULY 31, 2012

Deficit
Accumulated
Additional during the Total
Common Stock Paid in Exploration Stockholders'
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------

Inception, June 13, 2012 -- $ -- $ -- $ -- $ --

Stock issued for cash 27,000,000 2,700 24,460 -- 27,160

Net loss for the period ended
July 31, 2012 -- -- -- (8,404) (8,404)
---------- ------- -------- -------- --------

Balance, July 31, 2012 27,000,000 $ 2,700 $ 24,460 $ (8,404) $ 18,756
========== ======= ======== ======== ========

The accompanying notes are an integral part of these financial statements.

F-5

FREEDOM PETROLEUM, INC.
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JUNE 13, 2012 (DATE OF INCEPTION) THROUGH JULY 31, 2012

Period From
June 13, 2012
(Date of Inception)
through
July 31, 2012
-------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (8,404)
Adjustments to Reconcile Net Loss to Net
Cash Provided by Operating Activities
Change in operating assets & liabilities
Increase in accounts payable and accrued expenses 19,650
Increase in due to related party 824
--------
Net Cash Provided by Operating Activities 12,070
--------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of unproved oil and gas properties (15,000)
--------
Net Cash Used in Investing Activities (15,000)
--------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 27,160
--------
Net Cash Provided by Financing Activities 27,160
--------

Net Increase in Cash and Cash Equivalents 24,230

Cash and cash equivalents, beginning of the period 0
--------

Cash and cash equivalents, end of the period $ 24,230
========

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes $ 0
========
Cash paid for interest $ 0
========

The accompanying notes are an integral part of these financial statements.

F-6

FREEDOM PETROLEUM, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2012

NOTE 1 - GENERAL ORGANIZATION AND BUSINESS

Freedom Petroleum, Inc. ("the Company") was incorporated under the laws of the
State of Nevada, U.S. on June 13, 2012. The Company is in the exploration stage
as defined under Accounting Standards Codification ("ASC 915") and it intends to
engage in the exploration and development of oil and gas properties.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

BASIS OF PRESENTATION
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in U.S. dollars. The Company's fiscal year end is July 31, 2012.

BASIS OF ACCOUNTING
The accompanying financial statements have been prepared using the accrual basis
of accounting in accordance with accounting principles generally accepted in the
United States of America and are presented in U.S. dollars. The Company is
currently an exploration stage enterprise. An exploration stage enterprise is
one in which planned principal operations have not commenced or if its
operations have commenced, there has been no significant revenues there from.
All losses accumulated since the inception of the business have been considered
as part of its exploration stage activities.

USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles of the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the year.
The more significant areas requiring the use of estimates include asset
impairment, stock-based compensation, and future income tax amounts. Management
bases its estimates on historical experience and on other assumptions considered
to be reasonable under the circumstances. However, actual results may differ
from the estimates.

CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash in hand and cash in time deposits,
certificates of deposit and all highly liquid debt instruments with original
maturities of three months or less. The Company had $24,230 of cash at July 31,
2012.

FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instrument consists of cash, accounts payable and
accrued expenses, and an amount due to a related party. The carrying amounts of
these financial instruments approximate fair value due either to length of
maturity or interest rates that approximate prevailing rates unless otherwise
disclosed in these financial statements.

REVENUE RECOGNITION
The Company has yet to realize revenues from operations and is still in the
exploration stage. The Company will recognize revenue when delivery of goods or
completion of services has occurred provided there is persuasive evidence of an
agreement, acceptance has been approved by its customers, the fee is fixed or
determinable based on the completion of stated terms and conditions, and
collection of any related receivable is reasonably assured.

F-7

FREEDOM PETROLEUM, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2012

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (CONTINUED)

OIL AND GAS PROPERTIES
The Company uses the full cost method of accounting for oil and natural gas
properties. Under this method, all acquisition, exploration and development
costs, including certain payroll, asset retirement costs, other internal costs,
and interest incurred for the purpose of finding oil and natural gas reserves,
are capitalized. Internal costs that are capitalized are directly attributable
to acquisition, exploration and development activities and do not include costs
related to production, general corporate overhead or similar activities. Costs
associated with production and general corporate activities are expensed in the
period incurred. Proceeds from the sale of oil and natural gas properties are
applied to reduce the capitalized costs of oil and natural gas properties unless
the sale would significantly alter the relationship between capitalized costs
and proved reserves, in which case a gain or loss is recognized.

Capitalized costs associated with impaired properties and capitalized costs
related to properties having proved reserves, plus the estimated future
development costs, and asset retirement costs under ASC 410 "Asset Retirement
and Environmental Obligations", are amortized using the unit-of-production
method based on proved reserves. Capitalized costs of oil and natural gas
properties, net of accumulated amortization and deferred income taxes, are
limited to the total of estimated future net cash flows from proved oil and
natural gas reserves, discounted at ten percent, plus the cost of unevaluated
properties.

There are many factors, including global events that may influence the
production, processing, marketing and price of oil and natural gas. A reduction
in the valuation of oil and natural gas properties resulting from declining
prices or production could adversely impact depletion rates and capitalized cost
limitations. Capitalized costs associated with properties that have not been
evaluated through drilling or seismic analysis are excluded from the
unit-of-production amortization. Exclusions are adjusted annually based on
drilling results and interpretative analysis.

Costs of oil and gas properties are amortized using the units of production
method.

CEILING TEST: Under the full cost method of accounting, the net book value of
oil and gas properties, less related deferred income taxes, may not exceed a
calculated "ceiling". The ceiling limitation is the estimated after-tax future
net cash flows from proved oil and gas reserves, discounted at 10 percent per
annum and adjusted for cash flow hedges. Estimated future net cash flows exclude
future cash outflows associated with settling accrued asset retirement
obligations. The Company has adopted U.S. Securities and Exchange Commission
("SEC") Release 33-8995 and the amendments to ASC 932, "Extractive Industries -
Oil and Gas" (the Modernization Rules). Under the Modernization Rules, estimated
future net cash flows are calculated using end-of-period costs and an unweighted
arithmetic average of commodity prices in effect on the first day of each of the
previous 12 months, held flat for the life of production, except where prices
are defined by contractual arrangements.

Any excess of the net book value of proved oil and gas properties, less related
deferred income taxes, over the ceiling is charged to expense and reflected as
additional depletion, depreciation and amortization expense ("DD&A") in the
accompanying statement of operations. Such limitations are tested quarterly. As
of July 31, 2012, capitalized costs did not exceed the ceiling limitation, and
no write-down was indicated.

F-8

FREEDOM PETROLEUM, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2012

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (CONTINUED)

STOCK-BASED COMPENSATION
The Company accounts for employee stock-based compensation in accordance with
the guidance of FASB ASC Topic 718, COMPENSATION - STOCK COMPENSATION which
requires all share-based payments to employees, including grants of employee
stock options, to be recognized in the financial statements based on their fair
values. The fair value of the equity instrument is charged directly to
compensation expense and credited to additional paid-in capital over the period
during which services are rendered. There has been no stock-based compensation
issued to employees.

INCOME TAXES
The Company provides for income taxes using an asset and liability approach.
Deferred tax assets and liabilities are recorded based on the differences
between the financial statement and tax bases of assets and liabilities and the
tax rates in effect currently. Deferred tax assets are reduced by a valuation
allowance if, based on the weight of available evidence, it is more likely than
not that some or all of the deferred tax assets will not be realized. No
provision for income taxes is included in the statement due to its immaterial
amount, net of the allowance account, based on the likelihood of the Company to
utilize the loss carry-forward.

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE
Basic income (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share is calculated by dividing
the Company's net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity. There are no such
common stock equivalents outstanding as of July 31, 2012.

RECENT ACCOUNTING PRONOUNCEMENTS
The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow.

NOTE 3 - DUE TO RELATED PARTY

A related party loaned funds to the Company to pay certain expenses prior to the
opening of the Company's bank account. The loan is unsecured, non-interest
bearing, and has no specific terms of repayment. As of July 31, 2012 the balance
of this loan is $824.

F-9

FREEDOM PETROLEUM, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2012

NOTE 4 - OIL AND MINERAL LEASES

On July 23, 2012, the Company purchased a lease from an unrelated third party
consisting of approximately 624 net acres in Lewis and Clark County, Montana for
a total purchase price of $15,000. In addition, annual rental payments of $937
are due to the State of Montana starting June 5, 2013 through June 5, 2022.

Minimum annual rental payments total $8,434 for the nine-year term. The lease
can be extended after June 5, 2022 so long as oil and gas in paying quantities
are produced from the land. The Company has not incurred any exploration or
development costs in connection with this lease.

NOTE 5 - CAPITAL STOCK

The authorized capital of the Company is 100,000,000 common shares with a par
value of $0.0001 per share and 20,000,000 preferred shares with a par value of
$0.0001.

During the period ended July 31, 2012, the Company issued 27,000,000 shares of
common stock at a price of approximately $0.001 per share for total cash
proceeds of $27,160.

There were 27,000,000 shares of common stock issued and outstanding as of July
31, 2012. There were no shares of preferred stock issued and outstanding as of
July 31, 2012.

NOTE 6 - INCOME TAXES

For the period ended July 31, 2012, the Company has incurred a net loss and,
therefore, has no tax liability. The net deferred tax asset generated by the
loss carry-forward has been fully reserved. The cumulative net operating loss
carry-forward is approximately $8,404 at July 31, 2012, and will expire
beginning in the year 2032.

The provision for Federal income tax consists of the following for the period
ended July 31, 2012:

2012
--------
Federal income tax benefit attributable to:
Current operations $ 2,857
Less: valuation allowance (2,857)
--------
Net provision for Federal income taxes $ 0
========

The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows as of July 31, 2012:

2012
--------

Deferred tax asset attributable to:
Net operating loss carryover $ 2,857
Less: valuation allowance (2,857)
--------
Net deferred tax asset $ 0
========

Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carry-forwards of $8,404 for Federal income tax reporting
purposes are subject to annual limitations. Should a change in ownership occur
net operating loss carry-forwards may be limited as to use in future years.

F-10

FREEDOM PETROLEUM, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2012

NOTE 7 - COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real or personal property. An officer
has provided office services without charge. There is no obligation for the
officer to continue this arrangement. Such costs are immaterial to the financial
statements and accordingly are not reflected herein. The officers and directors
are involved in other business activities and most likely will become involved
in other business activities in the future.

NOTE 8 - ENVIRONMENTAL AND OTHER CONTINGENCIES

The Company's operations and earnings may be affected by various forms of
governmental action in the United States. Examples of such governmental action
include, but are by no means limited to: tax increases and retroactive tax
claims; royalty and revenue sharing increases; import and export controls; price
controls; currency controls; allocation of supplies of crude oil and petroleum
products and other goods; expropriation of property; restrictions and
preferences affecting the issuance of oil and gas or mineral leases;
restrictions on drilling and/or production; laws and regulations intended for
the promotion of safety and the protection and/or remediation of the
environment; governmental support for other forms of energy; and laws and
regulations affecting the Company's relationships with employees, suppliers,
customers, stockholders and others. Because governmental actions are often
motivated by political considerations and may be taken without full
consideration of their consequences, and may be taken in response to actions of
other governments, it is not practical to attempt to predict the likelihood of
such actions, the form the actions may take or the effect such actions may have
on the Company.

Companies in the oil and gas industry are subject to numerous federal, state,
and local regulations dealing with the environment. Violation of federal or
state environmental laws, regulations and permits can result in the imposition
of significant civil and criminal penalties, injunctions and construction bans
or delays. A discharge of hazardous substances into the environment could, to
the extent such event is not insured, subject the Company to substantial
expense, including both the cost to comply with applicable regulations and
claims by neighboring landowners and other third parties for any personal injury
and property damage that might result.

The Company currently leases a property at which hazardous substances could have
been or are being handled. In addition, many of these properties have been
operated by third parties whose treatment and disposal or release of
hydrocarbons or other wastes were not under the Company's control. Under
existing laws, the Company could be required to remove or remediate previously
disposed wastes (including wastes disposed of or released by prior owners or
operators), to clean up contaminated property (including contaminated
groundwater) or to perform remedial plugging operations to prevent future
contamination. The Company is investigating the extent of any such liability and
the availability of applicable defenses and believes the costs related to these
sites will not have a material adverse effect on the Company's net income,
financial condition or liquidity in a future period.

The Company's liability for remedial obligations includes certain amounts that
are based on anticipated regulatory approval for proposed remediation of former
refinery waste sites. Although regulatory authorities may require more costly
alternatives than the proposed processes, the cost of such potential alternative
processes is not expected to be a material amount. Certain environmental
expenditures are likely to be recovered by the Company from other sources,
primarily environmental funds maintained by certain states. Since no assurance
can be given that future recoveries from other sources will occur, the Company
has not recorded a benefit for likely recoveries.

F-11

FREEDOM PETROLEUM, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2012

NOTE 8 - ENVIRONMENTAL AND OTHER CONTINGENCIES (CONTINUED)

There is the possibility that environmental expenditures could be required at
currently unidentified sites, and new or revised regulations could require
additional expenditures at known sites. However, based on information currently
available to the Company, the amount of future remediation costs incurred at
known or currently unidentified sites is not expected to have a material adverse
effect on the Company's future net income, cash flows or liquidity. The Company
has recorded $0 for its estimated asset retirement obligations as of July 31,
2012.

NOTE 9 - GOING CONCERN

The financial statements have been prepared on a going concern basis which
assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The
Company has incurred losses since inception resulting in an accumulated deficit
of $8,404 as of July 31, 2012 and further losses are anticipated in the
development of its business raising substantial doubt about the Company's
ability to continue as a going concern. The ability to continue as a going
concern is dependent upon the Company generating profitable operations in the
future and/or to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come
due. Management intends to finance operating costs over the next twelve months
with existing cash on hand and loans from directors and/or private placement of
common stock.

NOTE 10 - SUBSEQUENT EVENTS

On September 4, 2012, the Company entered into an informal agreement with an
unrelated third party to lease office space on a month to month basis at $300
per month.

In accordance with ASC 855-10, the Company has analyzed its operations
subsequent to July 31, 2012 to the date these financial statements were issued,
and has determined that it does not have any material subsequent events to
disclose in these financial statements other than the events described above.

F-12

DEALER PROSPECTUS DELIVERY OBLIGATION

Until a date, which is 90 days after the date of this prospectus, all dealers
that effect transactions in these securities whether or not participating in
this offering, may be required to deliver a prospectus. This is in addition to
the dealer' obligation to deliver a prospectus when acting as underwriters and
with respect to their unsold allotments or subscriptions.

PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The only statute, charter provision, bylaw, contract, or other arrangement under
which any controlling person, director or officer of us is insured or
indemnified in any manner against any liability which she may incur in her
capacity as such, is as follows:

* Article VII of our Bylaws, filed as Exhibit 3.2 to this Registration
Statement; and

* Chapter 78 of the Nevada Revised Statutes (the "NRS").

NEVADA REVISED STATUTES

Section 78.138 of the NRS provides for immunity of directors from monetary
liability, except in certain enumerated circumstances, as follows:

"Except as otherwise provided in NRS 35.230, 90.660, 91.250, 452.200, 452.270,
668.045 and 694A.030, or unless the Articles of Incorporation or an amendment
thereto, in each case filed on or after October 1, 2003, provide for greater
individual liability, a director or officer is not individually liable to the
corporation or its stockholders or creditors for any damages as a result of any
act or failure to act in their capacity as a director or officer unless it is
proven that:

(a) her act or failure to act constituted a breach of her fiduciary duties
as a director or officer; and

(b) her breach of those duties involved intentional misconduct, fraud or a
knowing violation of law."

Section 78.5702 of the NRS provides as follows:

1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation, by
reason of the fact that she is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by her in connection with the
action, suit or proceeding if she:

(a) is not liable pursuant to NRS 78.138; or

(b) acted in good faith and in a manner which she reasonably believed to
be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable
cause to believe her conduct was unlawful.

II-1

2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys' fees actually
and reasonably incurred by her in connection with the defense or settlement
of the action or suit if she:

(a) is not liable pursuant to NRS 78.138; or

(b) acted in good faith and in a manner which she reasonably believed to
be in or not opposed to the best interests of the corporation.

To the extent that a director, officer, employee or agent of a corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, the corporation shall indemnify her against expenses,
including attorneys' fees, actually and reasonably incurred by her in connection
with the defense.

OUR BYLAWS

Our bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by Nevada law.

The general effect of the foregoing is to indemnify a control person, officer or
director from liability, thereby making us responsible for any expenses or
damages incurred by such control person, officer or director in any action
brought against them based on their conduct in such capacity, provided they did
not engage in fraud or criminal activity.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The registrant will pay for all expenses incurred by this offering. Whether or
not all of the offered shares are sold, these expenses are estimated as follows:

Securities and Exchange Commission registration fee................ $ 6
Printing Fees...................................................... $ 494
Accounting fees and expenses....................................... $ 5,000
Legal fees and expenses............................................ $ 7,500
--------
TOTAL.............................................................. $ 13,000
========

II-2

EXHIBITS

The following exhibits are filed as part of this registration statement,
pursuant to Item 601 of Regulation K. All exhibits have been previously filed
unless otherwise noted.

Exhibit No. Document Description
----------- --------------------

3.1 Articles of Incorporation of Freedom Petroleum Inc. (1)
3.2 Bylaws of Freedom Petroleum Inc. (1)
4.1 Form of Stock Certificate (1)
5.1 Opinion of Counsel
10.1 Lease Purchase Agreement (1)
23.1 Consent of Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)

----------
(1) Included by reference to our Registration Statement on Form S-1 filed on
September 24, 2012.

II-3

UNDERTAKINGS

The registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and

(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

2. That for the purpose of determining liability under the Securities Act,
each post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof;

3. To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering; and

II-3

4. That, for the purpose of determining liability of the registrant under the
Securities Act to any purchaser in the initial distribution of the
securities, the registrant undertakes that in a primary offering of
securities of the registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the registrant will be a seller to
the purchaser and will be considered to offer or sell such securities to
such purchaser:

(i) Any preliminary prospectus or prospectus of the registrant relating to
the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the registrant or used or referred to by the registrant;

II-4
(iii)The portion of any other free writing prospectus relating to the
offering containing material information about the registrant or its
securities provided by or on behalf of the registrant; and

(iv) Any other communication that is an offer in the offering made by the
registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

Each prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements relying on
Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the registration statement as of the date
it is first used after effectiveness. Provided, however, that no statement made
in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such date of first use.

II-4II-5

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Centennial, Colorado on September 24,November 19,
2012.

FREEDOM PETROLEUM INC.

By: /s/ Thomas Hynes
--------------------------------------
Thomas Hynes,
President, Chief Executive
Officer, Chief Financial Officer,
Principal Accounting Officer,
Treasurer, Director

In accordance with the requirements of the Securities Act, this Prospectus has
been signed by the following persons in the capacities and on the dates stated.

Signatures Title Date
---------- ----- ----

/s/ Thomas Hynes President, Chief Executive Officer, September 24,November 19, 2012
--------------------------- Chief Financial Officer, Principal
Thomas Hynes Accounting Officer, Secretary,
Treasurer, Director

II-5II-6