Continental Resources Group, Inc. - FORM 10-K

Attached files

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EX-31.1 - Continental Resources Group, Inc.	q1100111_ex31-1.htm
EX-32.1 - Continental Resources Group, Inc.	q1100111_ex32-1.htm
EX-31.2 - Continental Resources Group, Inc.	q1100111_ex31-2.htm
EX-32.2 - Continental Resources Group, Inc.	q1100111_ex32-2.htm
EX-21.1 - Continental Resources Group, Inc.	q1100111_ex21-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2011

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_______to_______

Commission file number 333-152023

CONTINENTAL RESOURCES GROUP, INC.

(Exact name of registrant as specified in its charter)

	Delaware		26-1657084
	(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

	3266 W. Galveston Drive #101 Apache Junction, AZ		85120
	(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code (480) 288-6530

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x No

Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated file, 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 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of the Company’s most recently completed second fiscal quarter was approximately $36,026,474.

As of August 12, 2011, there were 95,119,018 shares of Common Stock, par value $0.0001 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

CONTINENTAL RESOURCES GROUP, INC.

		Page

	PART I

Item 1.	Business.	1

Item 1A.	Risk Factors.	1

Item 1B.	Unresolved Staff Comments.	1

Item 2.	Properties.	1

Item 3.	Legal Proceedings.	1

Item 4.	(Removed and Reserved)	1

	PART II

Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	1

Item 6.	Selected Financial Data.	1

Item 7.	Management’s Discussion and Analysis of Financial Condition or Plan of Operation	1

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	1

Item 8.	Financial Statements and Supplementary Data.	1

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	1

Item 9A.	Controls and Procedures.	1

Item 9B.	Other Information.	1

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance.	1

Item 11.	Executive Compensation.	1

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	1

Item 13.	Certain Relationships and Related Transactions, and Director Independence.	1

Item 14.	Principal Accountant Fees and Services.	1

	PART IV	1

Item 15.	Exhibits and Financial Statement Schedules.	1

PART I

Forward-Looking Statements

Forward-looking statements in this report, including without limitation, statements related to Continental Resources Group, Inc.’s plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the following: (i) Continental Resources Group, Inc.’s plans, strategies, objectives, expectations and intentions are subject to change at any time at the discretion of Continental Resources Group, Inc.; (ii) Continental Resources Group, Inc.’s plans and results of operations will be affected by Continental Resources Group, Inc.’s ability to manage growth; and (iii) other risks and uncertainties indicated from time to time in Continental Resources Group, Inc.’s filings with the Securities and Exchange Commission.

In some cases, you can identify forward-looking statements by terminology such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘could,’’ ‘‘expects,’’ ‘‘plans,’’ ‘‘intends,’’ ‘‘anticipates,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘predicts,’’ ‘‘potential,’’ or ‘‘continue’’ or the negative of such terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We are under no duty to update any of the forward-looking statements after the date of this report.

Item 1. Business.

Corporate History

We were organized as Sienna Resources, Inc. in the State of Delaware on July 20, 2007 to engage in the acquisition, exploration and development of natural resource properties. We were an exploration stage company with no revenues or operating history. On December 21, 2009, we filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware in order to, among other things, changed our name to “American Energy Fields, Inc.”. On June 28, 2011, we changed our name to “Continental Resources Group, Inc.” by merging a newly-formed, wholly owned subsidiary of the Company with and into the Company, with the Company as the surviving corporation in the merger.

On December 24, 2009, we entered into an Exchange Agreement with Green Energy Fields, Inc., and the shareholders of Green Energy. Upon closing of the transaction contemplated under the Exchange Agreement, on December 24, 2009, the shareholders of Green Energy transferred all of the issued and outstanding capital stock of Green Energy to us in exchange for 28,788,252 shares of our common stock. Such exchange caused Green Energy to become our wholly-owned subsidiary. Following the closing of the Exchange, we issued an aggregate of 9,300,000 shares of our common stock and two-year warrants to purchase an additional 4,650,000 shares of common stock exercisable at $0.40 per share, in a private placement to 16 investors for $1,395,000. Immediately following the closing of the foregoing, we transferred all of our pre-Exchange assets and liabilities to our wholly-owned subsidiary, Sienna Resources Holdings, Inc. Thereafter, we transferred all of the outstanding capital stock of Sienna Resources Holdings, Inc. to Julie Carter, our prior sole officer and director, in exchange for the cancellation of 15,250,000 shares of our common stock that she owned. Following the Exchange and the split-off transaction, we discontinued our former business and succeeded to the business of Green Energy as our sole line of business. Therefore, all discussions regarding (1) our financial statements and (2) our business relate to the business of Green Energy operating as our wholly-owned subsidiary.

Our principal executive offices are located at 3266 W. Galveston Drive, Suite 101 Apache Junction, Arizona 85120. Our telephone number is 480-288-6530.

General

We are primarily engaged in the acquisition and exploration of properties that may contain uranium mineralization in the United States. Our target properties are those that have been the subject of historical exploration. We have acquired State Leases and Federal unpatented mining claims in the states of California and Arizona for the purpose of exploration and potential development of uranium minerals on a total of approximately 7,200 acres.

Recent Developments

On July 22, 2011, the Company, Sagebrush Gold Ltd (“Sage”) and Continental Resources Acquisition Sub, Inc., Sage’s wholly owned subsidiary (“Acquisition Sub”), entered into an asset purchase agreement the (“Agreement”) pursuant to which Acquisition Sub purchased substantially all of the assets of the Company (the “Asset Sale”) in consideration for (i) shares of Sage’s common stock (the “Shares”) which shall be equal to eight (8) Shares for every ten (10) shares of the Company’s common stock outstanding; (ii) the assumption of the outstanding warrants to purchase shares of the Company’s common stock such that Sage shall deliver to the holders of the Company’s warrants, warrants to purchase shares of Sage’s common stock (the “Warrants”) which shall be equal to one Warrant to purchase eight (8) shares of Sage’s common stock for every warrant to purchase ten (10) shares the Company’s common stock outstanding at an exercise price equal to such amount as is required pursuant to the terms of the outstanding warrants, and (iii) the assumption of the Company’s 2010 Equity Incentive Plan and all options granted and issued thereunder such that Sage shall deliver to the Company’s option holders, options (the “Options”) to purchase an aggregate of such number of shares of Sage’s common stock issuable under Sage’s equity incentive plan which shall be equal to one option to purchase eight (8) shares of Sage’s common stock for every option to purchase ten (10) shares of the Company’s common stock outstanding with a strike price equal to such amount as is required pursuant to the terms of the outstanding option. The exercise price of the Warrants and the strike price and Options shall be determined and certified by an officer of Sage. Upon the closing of the Asset Sale, Acquisition Sub will assume the certain liabilities of the Company. The Asset Sale is intended to be tax-free for federal income tax purposes and constitutes a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

Under the terms of the Agreement, Sage purchased from the Company substantially all of the Company’s assets, including, but not limited to, 100% of the outstanding shares of common stock of the Company’s wholly-owned subsidiaries (CPX Uranium, Inc., Green Energy Fields, Inc., and ND Energy, Inc.). The acquired assets include approximately $13 million of cash. Under the terms of the Agreement Sage acquired:

(i)

state leases and federal unpatented mining claims and other rights to exploration, as owned as of the date hereof; all stock in subsidiaries, membership, joint venture, partnership and similar interests and claims, all royalty rights and claims, and all deposits, prepayments and refunds;

(ii)

all contracts;

(iii)

all cash and cash equivalents;

(iv)

all accounts or notes receivable held by the Company;

(v)

all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, price lists, distribution lists, supplier lists, sales material and records;

(vi)

all furniture, fixtures, equipment, machinery, tools, office equipment, supplies, computers and other tangible personal property;

(vii)

all rights, claims and causes of action against third parties resulting from or relating to the operation of the Company’s business and the assets purchased under the Agreement prior to the date of closing, including without limitation, any rights, claims and causes of actions arising under warranties from vendors, patent or trademark infringement claims, insurance and other third parties and the proceeds thereof; and

(viii)

all Intellectual Property, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against past, present, and future infringements thereof, and rights to protection of past, present, and future interests therein under the laws of all jurisdictions

The closing of the Asset Sale is subject to various closing conditions, including receipt by Sage of advice that the receipt of the Shares by the Company’s stockholders upon liquidation is likely to be treated as tax free for United States income tax purposes and approval of a majority of the stockholders of the Company. A majority of the stockholders of the Company approved the Agreement by written consent on or about July 21, 2011. There can be no assurance that the transaction will be tax free to any particular stockholder or the ability or timing of receipt of all approvals necessary to liquidate. The Agreement constitutes a plan of reorganization within the meaning of Treasury Regulations Section 1.368-2(g) and constitutes a plan of liquidation of the Company. The Company is expected to liquidate on or prior to July 1, 2012. Sage has agreed to file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) in connection with liquidation of the Company no later than thirty (30) days following the later of the closing date of the Asset Sale or such date that the Company delivers to Sage its audited financial statements for the fiscal year ended March 31, 2011. The Company will subsequently distribute the registered Shares to its shareholders as part of its liquidation. Sage agreed to use its best efforts to cause such registration to be declared effective within twelve months following the closing date of the Asset Sale. Sage has agree to pay liquidated damages of 1% per month, up to a maximum of 5%, in the event that Sage fails to file or is unable to cause the registration statement to be declared effective.

COSO

The Coso property is located in Inyo County, California on the western margin of the Coso Mountains, 32 miles (51 km) south by road of Lone Pine in Inyo County, California, 150 miles (241 km) northeast by road to Bakersfield, CA, 187 miles (300 km) north by road of Los Angeles, CA, and 283 miles (455 km) west by road of Las Vegas, Nevada. The Coso Project is accessible from U.S. highway 395 by taking the Cactus Flat road, an unimproved road for about 3 to 4 miles east of the highway, and climbing approximately 500 to 1200 feet above the floor of Owens Valley.

On December 24, 2009, as a result of the Exchange, we acquired a 100% working interest and 97% net revenue interest in the Coso property. Prior to our acquisition, Green Energy acquired the project on November 30, 2009 from NPX Metals, Inc., a Nevada Corporation. The 97% net revenue interest is the result of the Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations, dated as of November 30, 2009. Under the terms of the agreement, NPX Metals, Inc. retained a 3% net smelter return royalty interest in the Coso Property, leaving a 97% net revenue interest to Green Energy.

The Coso property consists of 169 Federal unpatented lode mining claims on Bureau of Land Management ("BLM") land totaling 3,380 acres, and 800 State leased acres, in Inyo County, California. The unpatented mining claims overlie portions of sections 12, 13, 24, 25, 26, 35, and 36 of Township 20 South, Range 37 East (Mount Diablo Base & Meridian), sections 13, 24, and 25 of Township 20 South, Range 37 1/2 East (Mount Diablo Base & Meridian), sections 1 and 12 of Township 21 South, Range 37 East (Mount Diablo Base & Meridian), and sections 6 and 7 of Township 21 South, Range 37 1/2 East (Mount Diablo Base & Meridian). The state lease covers portions of section 6 of Township 20 South, Range 37 East (Mount Diablo Base & Meridian) and section 36 of Township 20 South, Range 37 1/2 East (Mount Diablo Base & Meridian). To maintain the Coso mining claims in good standing, we must make annual maintenance fee payments to the BLM, in lieu of annual assessment work. These claim fees are $140.00 per claim per year, plus a recording cost of approximately $50 to Inyo County where the claims are located. With regard to the unpatented lode mining claims, future exploration drilling at the Coso Project will require us to either file a Notice of Intent or a Plan of Operations with the BLM , depending upon the amount of new surface disturbance that is planned. A Notice of Intent is for planned surface activities that anticipate less than 5.0 acres of surface disturbance, and usually can be obtained within a 30 to 60-day time period. A Plan of Operations will be required if there is greater than 5.0 acres of new surface disturbance involved with the planned exploration work. A Plan of Operations can take several months to be approved, depending on the nature of the intended work, the level of reclamation bonding required, the need for archeological surveys, and other factors as may be determined by the BLM.

The Coso property and the surrounding region is located in an arid environment in the rain shadow of the Sierra Nevada mountains. The property is located near the western margin of the Basin and Range province, a large geologic province in western North America characterized by generally north-south trending fault block mountain ranges separated by broad alluvial basins. The geology of the area includes late- Jurassic granite bedrock overlain by the Coso Formation, which consists of interfingered gravels, arkosic sandstone, and rhyolitic tuff. The Coso Formation is overlain by a series of lakebed deposits and volcanic tuffs.

Uranium mineralization at the Coso Property occurs primarily as disseminated deposits in the lower arkosic sandstone/fanglomerate member of the Coso Formation and along silicified fractures and faults within the granite. Uranium mineralization appears to have been deposited by hydrothermal fluids moving along fractures in the granite and the overlying Coso Formation. Mineralization is often accompanied by hematite staining, silicification, and dark staining from sulfides. Autinite is the only positively identified uranium mineral in the area. The main uranium anomalies are found within the basal arkose of the lower Coso Formation and the immediately adjacent granitic rocks.

Uranium exploration has been occurring in the area since the 1950s by a number of mining companies including Coso Uranium, Inc., Ontario Minerals Company, Western Nuclear, Pioneer Nuclear, Federal Resources Corp., and Union Pacific / Rocky Mountain Energy Corp. Previous uranium exploration and prospecting on the Coso property includes geologic mapping, pitting, adits, radon cup surveys, airborne geophysics and drilling. Our preliminary field observations of the geology and historical working appear to corroborate the historical literature. These historical exploration programs have identified specific exploration targets on the property. All previous work has been exploratory in nature, and no mineral extraction or processing facilities have been constructed. The exploration activities have resulted in over 400 known exploration holes, downhole gamma log data on the drill holes, chemical assay data, and airborne radiometric surveys, and metallurgical testing to determine amenability to leaching.

The property is undeveloped, and there are no facilities or structures. There are a number of adits and trenches from previous exploration activities, as well as more than 400 exploration drillholes.

The last major exploration activities on the Coso Property occurred during a drilling campaign in the mid-1970s. As of March 31, 2011 we have conducted field reconnaissance and mineral sampling on the property, but have not conducted any drilling or geophysical surveys. We plan to locate and identify the uranium anomalies targeted by previous exploration for further evaluation. If feasible, old drill holes in prospective areas will be re-entered and logged by down-hole radiometric probes to identify zones and grades of subsurface uranium mineralization. We are currently developing a detailed exploration plan for the Coso Property, together with budgets and timetables.

Power is available from the Mono Power Company transmission lines, which parallel U.S. highway 395. To date, the water source had not yet been determined.

With regard to the state mineral prospecting permit, we are currently authorized to locate on the ground past drill holes, adits, trenches and pits, complete a scintilometer survey, and conduct a sampling program including a bulk sample of 1,000 pounds for leach test. The Company is not currently authorized to conduct exploration drilling on the state mineral prospecting permit. Future drilling on the state mineral prospecting permit will require the Company to file environmental documentation under the California Environmental Quality Act.

The Coso Property does not currently have any reserves. All activities undertaken and currently proposed at the Coso Property are exploratory in nature.

ARTILLERY PEAK

The Artillery Peak Property is located in western north-central Arizona near the southern edge of Mohave County. The Company’s claim group is composed of a total of 86 unpatented contiguous mining claims in Sections 22, 26, 27, 35, and 36 of Township 12 North, Range 13 West, Gila & Salt River Base & Meridian covering 1,720 acres of land managed by the BLM.

On April 26, 2010, the Company acquired a 100% interest (minus a 4% net smelter royalty interest) in 86 unpatented lode mining claims, located in Mohave county, Arizona for $65,000 in cash and 200,000 shares of common stock.

To maintain the Artillery Peak mining claims in good standing, we must make annual maintenance fee payments to the BLM, in lieu of annual assessment work. These claim fees are $140.00 per claim per year, plus minimal per claims cost of approximately $10 to $15 per claim recording fees to Mohave County where the claims are located.

The Artillery Peak Property is subject to an agreement to pay a net smelter return royalty interest of 4%. To date, there has been no production on the Property, and no royalties are owed. The claims are not subject to any other royalties or encumbrances.

The Artillery Peak Property lies within the Date Creek Basin, which is a region well known for significant uranium occurrence. Uranium exploration has been occurring in the Artillery Peak region since the 1950’s by a number of exploration and mining entities. Radioactivity was first discovered in the Date Creek Basin area by the U.S. Atomic Energy Commission in 1955 when a regional airborne radiometric survey was flown over the area. The Artillery Peak Property was first acquired by Jacquays Mining and first drilled in 1957. Subsequently the Property was acquired by Hecla Mining (1967), Getty Oil (1976) with a joint venture with Public Service Co of Oklahoma, Hometake Mining (1976) on adjacent properties to the south, Santa Fe Minerals (also around 1976), and Universal Uranium Limited in 2007. As of 2007, a total of 443 exploration holes were drilled into the Artillery Peak Property area.

The Artillery Peak uranium occurrences lie in the northwest part of the Miocene-age Date Creek Basin, which extends from the east to the west in a west-southwest direction, and includes the Anderson Uranium Mine. The uranium anomalies are found primarily within a lacustrine rock unit known as the Artillery Peak Formation. The uranium bearing sediments are typically greenish in color and are thin-bedded to laminated, well-sorted, sandstone, siltstone and limestone.

The Company released a technical report on October 12, 2010 formatted according to Canadian National Instrument 43-101 standards prepared by Dr. Karen Wenrich, an expert on uranium mineralization in the southwestern United States, and Allen Wells, who performed a mineral resource estimate (as defined by the Canadian Institute of Mining, Metallurgy and Petroleum) based on historical data and the recent 2007 data. As recommended in the technical report, the Company expects to develop plans to conduct exploration drilling to further delineate the extent and nature of the uranium mineralization at the Artillery Peak Property. We are currently developing a detailed exploration plan for the Artillery Peak Property, together with budgets and timetables.

Access to the property is either southeast from Kingman or northwest from Wickenburg along U.S. Highway 93, then following the Signal Mountain Road (dirt) for 30 miles toward Artillery Peak. Road access within the claim block is on unimproved dirt roads that currently are in good condition. The property is undeveloped, and there are no facilities or structures.

A power line runs northeast to southwest approximately 2 miles to the northwest of the Artillery Peak Property, and power for the Property will be tied to the national power grid. Other than that, no utilities exist on or near the Artillery Peak Project area. The transmission power line runs northwest to southeast along U.S. Highway 93, approximately 30 miles to the east. The water supply may be provided by drilling in the thick alluvial fill and located only 2-7 miles from the perennial Big Sandy River.

The Artillery Peak Property does not currently have any reserves. All activities undertaken and currently proposed at the Artillery Peak Property are exploratory in nature.

BLYTHE

The Blythe project is located in the southern McCoy Mountains in Riverside County, California approximately 15 miles west of the community of Blythe. It consists of 66 unpatented lode mining claims (the NPG Claims) covering 1,320 acres of BLM land.

On December 24, 2009, as a result of the Exchange, we acquired a 100% interest (minus a 3% Net Smelter Return Royalty) in the Blythe Property. Prior to our acquisition, Green Energy acquired the project on November 30, 2009.

The Blythe Property is located in an arid environment within the Basin and Range Province. The southern McCoy Mountains are composed of Precambrian metasediments, including meta-conglomerates, grits, quartzites and minor interbedded shales.

Uranium mineralization occurs along fractures, in meta-conglomerates and in breccia zones. Secondary uranium minerals occur on fracture surfaces and foliation planes adjacent to fine veinlets of pitchblende. Uranium minerals include uraninite (pitchblende), uranophane, gummite and boltwoodite. It has been reported that the uranium mineralization tends to occur in areas where finely disseminated hematite is present.

Although there are no known intrusive bodies near the property, it is believed that the uranium mineralization could be hydrothermal in origin and genetically related to an intrusive source. If such a deep-seated intrusive body underlies the property it is possible that larger concentrations of primary uranium ore may exist at depth.

A number of companies have worked on the Blythe uranium property during the 1950s through the 1980s. Several shipments of ore were reportedly shipped from the property.

Currently, we are still in the process of assessing the Blythe Property.

The Blythe Property does not currently have any reserves. All activities undertaken and currently proposed at the Coso Property are exploratory in nature.

We propose to locate and re-enter as many old drill holes as possible. These holes will be probed with geophysical instruments to determine radioactivity and uranium mineralization in the subsurface. If these results are positive, then additional drilling and down-hole probing will be proposed.

BRECCIA PIPE PROJECT

On February 15, 2011, the Company, its wholly owned subsidiary, Green Energy, and Dr. Karen Wenrich entered into an asset purchase agreement pursuant to which Green Energy has agreed to purchase certain unpatented mining claims commonly known as the “Arizona Breccia Pipes Project” located in the Coconino and Mohave counties of Arizona only upon the occurrence of certain conditions precedent. The consummation of the mining purchase will occur only in the event that certain actions taken by the BLM on July 20, 2009, which had the effect of withdrawing certain lands in the vicinity of the property from mineral location and entry, are terminated within five (5) years from the date of the Agreement leaving more than 50% of the total unpatented mining claims that comprise the property open to mineral location and entry. In the event the withdrawal termination occurs that results in fewer than 50% of the total unpatented mining claims that comprise the property opened to mineral location and entry, Green Energy will have an unrestricted option to purchase the property pursuant to the terms of the agreement (the “Purchase Option”). The Purchase Option expires 120 days from the date of the withdrawal termination.

The withdrawal is currently being studied in an Environmental Impact Statement prepared by the BLM. The withdrawal at any time may be extended in duration and scope and there can be no assurance that the withdrawal termination will occur and that the Mining Purchase will occur.

Pursuant to the terms of the agreement, in the event of the closing, Green Energy has agreed to spend an aggregate of at least $1,500,000 in exploration and related work commitments on the Property over the course of three (3) years from the date of closing with, a promised expenditure of $250,000 within the first year of closing. Green Energy will retain a right of first refusal for the sale of any additional properties, of which Dr. Wenrich becomes a majority owner, within a 30-mile radius of the property.

These breccia pipes are vertical pipe-like columns of broken rock (breccia) that formed when layers of sandstone, shale and limestone collapsed downward into underlying caverns. A typical pipe is approximately 300 feet in diameter and extends vertically as much as 3,000 feet.

The uranium-bearing breccia pipes of the northern Arizona breccia pipe district are among the highest grade uranium deposits in the United States. In addition to uranium, the breccia pipes are also known to contain rare earth metals, including neodymium, and a variety of other valuable metals, including zinc, vanadium, cadmium, copper, silver, molybdenum, cobalt, nickel, gallium, and germanium.

The Breccia Pipe Property does not currently have any reserves. All activities undertaken and currently proposed at the Breccia Pipe Property are exploratory in nature. Currently, we are still in the process of assessing the Breccia Pipe Property.

PROSPECT URANIUM

Secure Energy’s current assets include the following:

1.	Data package including historical exploration data including drill logs, surface samples, maps, reports and other information on various uranium prospects in North Dakota.

2.	Uranium Lease Agreement with Robert Petri, Jr. and Michelle Petri dated June 28, 2007. Location: Township 134 North, Range 100 West of the Fifth Principal Meridian. Sec. 30: Lots 1 (37.99), 2 (38.13), 3 (38.27), 4 (38.41) and E1/2 W1/2 and SE 1/4.

3.	Uranium Lease Agreement with Robert W. Petri and Dorothy Petri dated June 28, 2007. Location: Township 134 North, Range 100 West of the Fifth Principal Meridian. Sec. 30: Lots 1 (37.99), 2 (38.13), 3 (38.27), 4 (38.41) and E1/2 W1/2 and SE 1/4.

4.	Uranium Lease Agreement with Mark E. Schmidt dated November 23, 2007. Location: Township 134 North, Range 100 West of the Fifth Principal Meridian. Sec. 31: Lots 1 (38.50), 2 (38.54), 3 (38.58), 4 (38.62) and E1/2 W1/2, W1/2NE1/4, SE 1/4.

The uranium lease agreements include the rights to conduct exploration for and mine uranium, thorium, vanadium, other fissionable source materials, and all other mineral substances contained on or under the leased premises. The leased premises consist of a total of 1,027 acres located in Slope County, North Dakota.

Drill logs from the uranium leases show uranium mineralized roll fronts in sandstone, with uranium mineralization occurring within 350 feet of the surface. Additional layers of sandstone exist at deeper intervals but have not been cored or logged.

The Prospect Uranium Property does not currently have any reserves. All activities undertaken and currently proposed at the Prospect Uranium Property are exploratory in nature. Currently, we are still in the process of assessing the Prospect Uranium Property.

Competition

We do not compete directly with anyone for the exploration or removal of minerals from our property as we hold all interest and rights to the claims. Readily available commodities markets exist in the U.S. and around the world for the sale of minerals. Therefore, we will likely be able to sell minerals that we are able to recover. We will be subject to competition and unforeseen limited sources of supplies in the industry in the event spot shortages arise for supplies such as dynamite, and certain equipment such as bulldozers and excavators that we will need to conduct exploration. If we are unsuccessful in securing the products, equipment and services we need we may have to suspend our exploration plans until we are able to secure them.

Compliance with Government Regulation

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the United States generally. We will also be subject to the regulations of the Bureau of Land Management (“BLM”).

We are required to pay annual maintenance fees to the BLM to keep our Federal lode mining claims in good standing. The maintenance period begins at noon on September 1st through the following September 1st and payments are due by the first day of the maintenance period. The annual fee is $140 per claim.

Future exploration drilling on any of our properties that consist of BLM land will require us to either file a Notice of Intent or a Plan of Operations with the BLM, depending upon the amount of new surface disturbance that is planned. A Notice of Intent is for planned surface activities that anticipate less than 5.0 acres of surface disturbance, and usually can be obtained within a 30 to 60-day time period. A Plan of Operations will be required if there is greater than 5.0 acres of new surface disturbance involved with the planned exploration work. A Plan of Operations can take several months to be approved, depending on the nature of the intended work, the level of reclamation bonding required, the need for archeological surveys, and other factors as may be determined by the BLM. For the properties located in Arizona, permits to drill are also required from the Arizona Department of Water Resources (ADWR).

Research and Development

We have not expended funds for research and development costs since inception.

Employees

As of August 12, 2011, we had 8 full-time employees and 2 part-time employees. We believe our employee relations to be good. One employee is considered a member of the executive management.

Legal Proceedings

From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. We are not currently involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on our business, financial condition and operating results.

Item 1A. Risk Factors.

Investing in our common stock involves a high degree of risk. Prospective investors should carefully consider the risks described below and other information contained in this annual report, including our financial statements and related notes before purchasing shares of our common stock. There are numerous and varied risks, known and unknown, that may prevent us from achieving our goals. If any of these risks actually occurs, our business, financial condition or results of operations may be materially adversely affected. In that case, the trading price of our common stock could decline and investors in our common stock could lose all or part of their investment.

Risks Relating to Our Business

WE ARE AN EXPLORATION STAGE COMPANY AND HAVE ONLY RECENTLY COMMENCED EXPLORATION ACTIVITIES ON OUR CLAIMS. WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE.

Our evaluation of the Coso, Artillery Peak and Blythe mining claims up to this point is primarily a result of historical exploration data. Although we have made field observations, our exploration program is just getting under way. Accordingly, we are not yet in a position to evaluate the likelihood that our business will be successful. We have not earned any revenues as of the date of this report. Potential investors should be aware of the difficulties normally encountered by new mineral 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 mineral 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. Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from development and production of minerals from the claims, 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 it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

BECAUSE WE HAVE NOT SURVEYED OUR MINING CLAIMS, WE MAY DISCOVER MINERALIZATION ON THE CLAIMS THAT IS NOT WITHIN OUR CLAIMS BOUNDARIES.

While we have conducted mineral claim title searches, this should not be construed as a guarantee of claims boundaries. Until the claims are surveyed, the precise location of the boundaries of the claims may be in doubt. If we discover mineralization that is close to the claims boundaries, it is possible that some or all of the mineralization may occur outside the boundaries. In such a case we would not have the right to extract those minerals.

IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON OUR MINERAL PROPERTY, WE CAN PROVIDE NO ASSURANCE THAT WE WILL BE ABLE TO OBTAIN FINANCING TO SUCCESSFULLY ADVANCE THE MINERAL CLAIMS INTO COMMERCIAL PRODUCTION.

If our exploration program is successful in establishing ore of commercial tonnage and grade, we will require additional funds in order to advance the claims into commercial production. Obtaining additional financing would be subject to a number of factors, including the market price for the minerals, investor acceptance of our claims and general market conditions. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. The most likely source of future funds is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders. We may be unable to obtain any such funds, or to obtain such funds on terms that we consider economically feasible and an investor may lose any investment he makes in our shares.

OUR INDEPENDENT AUDITOR HAS ISSUED AN AUDIT OPINION WHICH INCLUDES A STATEMENT DESCRIBING A DOUBT WHETHER WE WILL CONTINUE AS A GOING CONCERN.

As described in Note 1 of our accompanying financial statements, our lack of operations and any guaranteed sources of future capital create substantial doubt as to our ability to continue as a going concern. If our business plan does not work, we could remain as a start-up company with limited operations and revenues.

GOVERNMENT REGULATION OR OTHER LEGAL UNCERTAINTIES MAY INCREASE COSTS AND OUR BUSINESS WILL BE NEGATIVELY AFFECTED.

Laws and regulations govern the exploration, development, mining, production, importing and exporting of minerals; taxes; labor standards; occupational health; waste disposal; protection of the environment; mine safety; toxic substances; and other matters. In many cases, licenses and permits are required to conduct mining operations. Amendments to current laws and regulations governing operations and activities of mining companies or more stringent implementation thereof could have a substantial adverse impact on us. Applicable laws and regulations will require us to make certain capital and operating expenditures to initiate new operations. Under certain circumstances, we may be required to stop exploration activities, once started, until a particular problem is remedied or to undertake other remedial actions.

THE GLOBAL ECONOMIC CRISIS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR LIQUIDITY AND CAPITAL RESOURCES.

The recent distress in the financial markets has resulted in extreme volatility in security prices and diminished liquidity and credit availability, and there can be no assurance that our liquidity will not be affected by changes in the financial markets and the global economy or that our capital resources will at all times be sufficient to satisfy our liquidity needs. In addition, the tightening of the credit markets could make it more difficult for us to access funds, enter into agreements for new debt or obtain funding through the issuance of our securities.

Risks Relating to Our Organization

AS A RESULT OF THE EXCHANGE, GREEN ENERGY BECAME A SUBSIDIARY OF OURS AND SINCE WE ARE SUBJECT TO THE REPORTING REQUIREMENTS OF FEDERAL SECURITIES LAWS, THIS CAN BE EXPENSIVE AND MAY DIVERT RESOURCES FROM OTHER PROJECTS, THUS IMPAIRING OUR ABILITY GROW.

As a result of the Exchange, Green Energy became a subsidiary of ours and, accordingly, is subject to the information and reporting requirements of the Exchange Act, and other federal securities laws, including compliance with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). The costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC (including reporting of the Exchange) and furnishing audited reports to stockholders will cause our expenses to be higher than they would have been if Green Energy had remained privately held and did not consummate the Exchange.

It may be time consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act. We will need to hire additional financial reporting, internal controls and other finance personnel in order to develop and implement appropriate internal controls and reporting procedures. If we are unable to comply with the internal controls requirements of the Sarbanes-Oxley Act, then we may not be able to obtain the independent accountant certifications required by such act, which may preclude us from keeping our filings with the SEC current and interfere with the ability of investors to trade our securities and for our shares to continue to be quoted on the OTC Bulletin Board or to list on any national securities exchange.

OUR CERTIFICATE OF INCORPORATION ALLOWS FOR OUR BOARD TO CREATE NEW SERIES OF PREFERRED STOCK WITHOUT FURTHER APPROVAL BY OUR STOCKHOLDERS WHICH COULD ADVERSELY AFFECT THE RIGHTS OF THE HOLDERS OF OUR COMMON STOCK.

Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further stockholder approval. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to such holders (i) the preferred right to our assets upon liquidation, (ii) the right to receive dividend payments before dividends are distributed to the holders of common stock and (iii) the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock. In addition, our board of directors could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing common stockholders.

WE LACK PROPER INTERNAL CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” in Rule 13a-15(e). In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

During the course of the preparation of our March 31, 2011 financial statements, we identified certain material weaknesses relating to our internal controls and procedures within the areas of accounting for equity transactions. Some of these internal control deficiencies may also constitute deficiencies in our disclosure and internal controls.

PUBLIC COMPANY COMPLIANCE MAY MAKE IT MORE DIFFICULT TO ATTRACT AND RETAIN OFFICERS AND DIRECTORS.

The Sarbanes-Oxley Act and rules implemented by the SEC have required changes in corporate governance practices of public companies. As a public company, we expect these rules and regulations to increase our compliance costs in 2011 and beyond and to make certain activities more time consuming and costly. As a public company, we also expect that these rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers, and to maintain insurance at reasonable rates, or at all.

Risks Relating to Our Common Stock

WE MAY FAIL TO QUALIFY FOR CONTINUED LISTING ON THE OTC BULLETIN BOARD WHICH COULD MAKE IT MORE DIFFICULT FOR INVESTORS TO SELL THEIR SHARES.

Our common stock is listed on the Over the Counter Bulletin Board (“OTCBB”). There can be no assurance that trading of our common stock on such market will be sustained or that we can meet OTCBB’s continued listing standards. In the event that our common stock fails to qualify for continued inclusion, our common stock could thereafter only be quoted on the “pink sheets.” Under such circumstances, shareholders may find it more difficult to dispose of, or to obtain accurate quotations, for our common stock, and our common stock would become substantially less attractive to certain purchasers such as financial institutions, hedge funds and other similar investors.

OUR COMMON STOCK MAY BE AFFECTED BY LIMITED TRADING VOLUME AND PRICE FLUCTUATIONS WHICH COULD ADVERSELY IMPACT THE VALUE OF OUR COMMON STOCK.

There has been limited trading in our common stock and there can be no assurance that an active trading market in our common stock will either develop or be maintained. Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations which could adversely affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. These fluctuations may also cause short sellers to periodically enter the market in the belief that we will have poor results in the future. We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our common stock will be stable or appreciate over time.

OUR STOCK PRICE MAY BE VOLATILE.

The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

	•		changes in our industry;
	•		competitive pricing pressures;
	•		our ability to obtain working capital financing;
	•		additions or departures of key personnel;
	•		sales of our common stock;
	•		our ability to execute our business plan;
	•		operating results that fall below expectations;
	•		loss of any strategic relationship;
	•		regulatory developments; and
	•		economic and other external factors.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

WE HAVE NOT PAID CASH DIVIDENDS IN THE PAST AND DO NOT EXPECT TO PAY CASH DIVIDENDS IN THE FUTURE. ANY RETURN ON AN INVESTMENT IN OUR COMMON STOCK MAY BE LIMITED TO THE VALUE OF THE COMMON STOCK.

We have never paid cash dividends on our common stock and do not anticipate doing so in the foreseeable future. The payment of dividends on our common stock will depend on our earnings, financial condition, and other business and economic factors as our board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on a shareholder’s investment will only occur if our stock price appreciates.

OFFERS OR AVAILABILITY FOR SALE OF A SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK MAY CAUSE THE PRICE OF OUR COMMON STOCK TO DECLINE.

If our stockholders sell substantial amounts of our Common stock in the public market, including shares issued in the Private Placement upon the effectiveness of the registration statement of which this prospectus forms a part, or upon the expiration of any statutory holding period, under Rule 144, or issued upon the exercise of outstanding options or warrants, it could create a circumstance commonly referred to as an "overhang" and in anticipation of which the market price of our Common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate. The shares of common stock sold in the Private Placements will be freely tradable upon the earlier of: (i) effectiveness of a registration statement covering such shares and (ii) the date on which such shares may be sold without registration pursuant to Rule 144 (or other applicable exemption) under the Securities Act.

INVESTOR RELATIONS ACTIVITIES, NOMINAL “FLOAT” AND SUPPLY AND DEMAND FACTORS MAY AFFECT THE PRICE OF OUR STOCK.

We expect to utilize various techniques such as non-deal road shows and investor relations campaigns in order to create investor awareness for the Company. These campaigns may include personal, video and telephone conferences with investors and prospective investors in which our business practices are described. We may provide compensation to investor relations firms and pay for newsletters, websites, mailings and email campaigns that are produced by third-parties based upon publicly-available information concerning the Company. We will not be responsible for the content of analyst reports and other writings and communications by investor relations firms not authored by the Company or from publicly available information. We do not intend to review or approve the content of such analysts’ reports or other materials based upon analysts’ own research or methods. Investor relations firms should generally disclose when they are compensated for their efforts, but whether such disclosure is made or complete is not under our control. In addition, investors in the Company may be willing, from time to time, to encourage investor awareness through similar activities. Investor awareness activities may also be suspended or discontinued which may impact the trading market our common stock.

The SEC and FINRA enforce various statutes and regulations intended to prevent manipulative or deceptive devices in connection with the purchase or sale of any security and carefully scrutinize trading patterns and company news and other communications for false or misleading information, particularly in cases where the hallmarks of “pump and dump” activities may exist, such as rapid share price increases or decreases. We, and our shareholders may be subjected to enhanced regulatory scrutiny due to the small number of holders who initially will own the registered shares of our common stock publicly available for resale, and the limited trading markets in which such shares may be offered or sold which have often been associated with improper activities concerning penny-stocks, such as the OTC Bulletin Board or the OTCQB Marketplace (Pink OTC) or pink sheets. Until such time as the common stock sold in the Private Placement is registered and until such time as our restricted shares are registered or available for resale under Rule 144, there will continue to be a small percentage of shares held by a small number of investors, many of whom acquired such shares in privately negotiated purchase and sale transactions, that will constitute the entire available trading market. The Supreme Court has stated that manipulative action is a term of art connoting intentional or willful conduct designed to deceive or defraud investors by controlling or artificially affecting the price of securities. Often times, manipulation is associated by regulators with forces that upset the supply and demand factors that would normally determine trading prices. Since a small percentage of the outstanding common stock of the Company will initially be available for trading, held by a small number of individuals or entities, the supply of our common stock for sale will be extremely limited for an indeterminate amount of time, which could result in higher bids, asks or sales prices than would otherwise exist. Securities regulators have often cited thinly-traded markets, small numbers of holders, and awareness campaigns as components of their claims of price manipulation and other violations of law when combined with manipulative trading, such as wash sales, matched orders or other manipulative trading timed to coincide with false or touting press releases. There can be no assurance that the Company’s or third-parties’ activities, or the small number of potential sellers or small percentage of stock in the “float,” or determinations by purchasers or holders as to when or under what circumstances or at what prices they may be willing to buy or sell stock will not artificially impact (or would be claimed by regulators to have affected) the normal supply and demand factors that determine the price of the stock.

EXERCISE OF OPTIONS AND WARRANTS MAY HAVE A DILUTIVE EFFECT ON OUR COMMON STOCK.

If the price per share of our Common stock at the time of exercise of any options, or any other convertible securities is in excess of the various exercise or conversion prices of such convertible securities, exercise or conversion of such convertible securities would have a dilutive effect on our Common stock. As of August 12, 2011, we had (i) outstanding options to purchase 2,810,000 shares of our Common stock at an exercise price of $0.25 per share, and (ii) outstanding warrants to purchase 4,650,000 shares of our Common stock at $0.40 per share and outstanding warrants to purchase 47,308,749 shares of our Common stock at $0.50 per share. Further, any additional financing that we secure may require the granting of rights, preferences or privileges senior to those of our Common stock and result in additional dilution of the existing ownership interests of our common stockholders.

OUR COMMON STOCK MAY BE DEEMED A “PENNY STOCK,” WHICH WOULD MAKE IT MORE DIFFICULT FOR OUR INVESTORS TO SELL THEIR SHARES.

Our common stock may be subject to the “penny stock” rules adopted under Section 15(g) of the Exchange Act. The penny stock rules generally apply to companies whose common stock is not listed on The NASDAQ Stock Market or other national securities exchange and trades at less than $4.00 per share, other than companies that have had average revenue of at least $6,000,000 for the last three years or that have tangible net worth of at least $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market for our securities. If our securities are subject to the penny stock rules, investors will find it more difficult to dispose of our securities.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 2. Properties.

As of March 31, 2011, we have 169 unpatented lode mining claims on BLM land and one state lease associated with the Coso Property, 86 unpatented lode mining claims on BLM land associated with the Artillery Peak Property, and 66 unpatented lode mining claims on BLM land associated with the Blythe Property as described in detail in Item 1 above.

For a description of our Coso, Artillery Peak, Blythe, and other mineral properties, please refer to Item 1 herein, which is hereby incorporated by reference to this Item 2.

Principal Executive Office

On January 1, 2010, we entered into a sublease with NAEC for 750 square feet of office space for our principal executive offices located at 3266 W. Galveston Drive, Suite 101 Apache Junction, Arizona 85120. The rent for this office space is $1,500 per month and increased to $2,500 per month in May 2010. The term of the sublease is “month to month”. NAEC is an affiliated company whereby our CEO, Mr, Joshua Bleak is the President.

Item 3. Legal Proceedings.

There are no legal proceedings pending, and we are not aware of any material proceeding contemplated by a governmental authority, to which we are a party or any of our property is subject.

Item 4. (Removed and Reserved.)

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock is quoted on the OTC Bulletin Board under the symbol “AEFI.OB” and commenced trading on April 5, 2010. The following table sets forth the high and low bid quotation prices as reported on the OTC Bulletin Board. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions. Prior to April 5, 2010, there was no active market for our Common stock. As of August 12, 2011, there were approximately 147 holders of record of our Common stock.

The following table sets forth the high and low bid prices for our Common stock for the periods indicated, as reported by the OTC Bulletin Board. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

Period	High		Low
January 1, 2011 through March 31, 2011	$	1.43	$	0.51
October 1, 2010 through December 31, 2010	$	0.98	$	0.45
July 1, 2010 through September 30, 2010	$	0.76	$	0.30
April 5, 2010 through June 30, 2010	$	1.04	$	0.18

The last reported sales price of our Common stock on the OTC Bulletin Board on August 11, 2011 was $0.36 per share.

Dividend Policy

On December 21, 2009, our board of directors declared a dividend of an additional 11.2 shares of our common stock on each share of our common stock outstanding on December 21, 2009. We have never paid cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of our Board of Directors and will be dependent upon the existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects, and other factors that our Board of Directors considers relevant.

Securities Authorized for Issuance under Equity Compensation Plans

On April 1, 2010, we adopted our 2010 Equity Incentive Plan which reserved 7,500,000 shares of our common stock for issuances thereunder.

Equity Compensation Plan Information

	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants, and Rights		Weighted average exercise price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans

Equity compensation plans approved by security holders		2,810,000		$0.25		4,690,000

Equity compensation plans not approved by security holders		0		0		0
Total		2,810,000		$0.25		4,690,000

Recent Sales of Unregistered Securities

On July 20, 2007, we issued a total of 1,250,000 shares of common stock to one director for cash in the amount of $0.01 per share for a total of $12,500.

On April 13, 2009, we issued a total of 1,000,000 shares of common stock to 26 individuals for cash in the amount of $0.025 per share for a total of $25,000.

On December 21, 2009, the board of directors declared a dividend of an additional 11.2 shares of its common stock on each share of its common stock outstanding on December 21, 2009.

On December 24, 2009, we entered into the Exchange with Green Energy and its shareholders. The Green Energy shareholders transferred all of the issued and outstanding capital stock of Green Energy to us in exchange for the right to receive one share of our common stock for each share of Green Energy common stock. Accordingly, an aggregate of 28,788,252 shares of our common stock were issued to the shareholders of Green Energy.

On December 24, 2009, we issued a total of 9,300,000 shares of common stock to certain accredited investors for an aggregate purchase price of $1,395,000. In connection therewith, we also issued two year warrants to purchase an aggregate of 4,650,000 shares of our common stock at a purchase price of $0.40 per share.

On March 19, 2010, we issued to our then Chairman, Randall Reneau, an aggregate of 350,000 restricted shares of our common stock and options to purchase 750,000 shares of our common stock at an exercise price of $0.15 per share, which shall vest 150,000 shares every six months over a thirty month vesting period.

On April 26, 2010, we granted 200,000 shares of our common stock to NPX Metals, Inc. as partial consideration for the purchase of certain mining claims.

On July 15, 2010, the Company executed an investor relations agreement, pursuant to which it is required to issue 2,000,000 shares of common stock to the consultant in consideration for certain investor relations services. The shares were issued in October of 2010. This transaction did not involve any underwriters, underwriting discounts or commissions, or any public offering and we believe was exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof and/or Regulation D promulgated thereunder.

On September 1, 2010, the Company entered into consulting agreements with four consultants whereby the Company agreed to issue an aggregate of 800,000 shares of its common stock (200,000 shares per consultant) in consideration for certain services related to business development, financial management and communications. This transaction did not involve any underwriters, underwriting discounts or commissions, or any public offering and we believe was exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof and/or Regulation D promulgated thereunder.

On October 6, 2010, the Company entered into an agreement with its newly appointed director, Bill Allred, whereby, in consideration for Mr. Allred’s services as an independent director of the Company, the Company agreed to issue an aggregate of 150,000 stock options with an exercise price of $0.25 per share, which shall vest 30,000 shares every six months for a total vesting period of thirty (30) months.

On October 15, 2010, the Company accepted subscriptions for and issued secured convertible promissory notes (the “Bridge Notes”) in the aggregate principal amount of $50,000. The Bridge Notes mature on the sixth month anniversary of the date of issuance (the “Maturity Date”) and accrue interest at an annual rate of ten percent (10%). In connection with the issuance of the Bridge Notes, the Company granted 25,000 shares of its common stock to each recipient of $50,000 Bridge Notes. The Bridge Notes are payable in full on the Maturity Date unless previously converted into shares of the Company’s common stock at an initial conversion price of $1.00 per share, as may be adjusted. Additionally, the holders of the Bridge Notes shall have the right to convert the principal and any interest due under the Bridge Notes, on a dollar-for-dollar basis, into the shares of the Company issued and sold to investors in a Qualified Financing (as that term is defined in the Bridge Notes), at a conversion price equal to that purchase price per share of the Qualified Financing securities paid by the investors in such financing.

The above transactions did not involve any underwriters, underwriting discounts or commissions, or any public offering. The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

On December 3, 2010, the Company accepted subscriptions for and issued Bridge Notes in the aggregate principal amount of $50,000 on the same terms as described above. In connection with the issuance of the Bridge Notes, the Company granted 25,000 shares of its common stock to each recipient of $50,000 Bridge Notes.

Between December 3, 2010 and March 4, 2011, the Company sold an aggregate of 36,140,763 of units consisting of one share of the Company’s common stock and one five year warrant to purchase one additional share of common stock at an exercise price of $0.50 per share for a per unit price of $0.50 for aggregate gross proceeds of $18,070,381.

The Units were all sold and/or issued only to “accredited investors,” as such term is defined in the Securities Act of 1933, as amended (the “Securities Act”) or pursuant to Regulation S promulgated under the Securities Act, were not registered under the Securities Act or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(2) and Regulation D (Rule 506) or Rule 903 of Regulation S, under the Securities Act and corresponding provisions of state securities laws.

On March 17, 2011, the Company issued an aggregate of 3,700,000 shares of restricted common stock, subject to a 24-month lockup in consideration for membership interests of Secure Energy LLC. The shares were all sold and/or issued only to “accredited investors,” as such term is defined in the Securities Act of 1933, as amended (the “Securities Act”), were not registered under the Securities Act or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(2) and Regulation D (Rule 506) and corresponding provisions of state securities laws.

On April 8, 2011, we issued an aggregate of 750,000 shares of our common stock to Geneva Asset Investment S.A. in consideration for services pursuant to a consulting agreement. The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

On December 28, 2010, we issued 600,000 shares of our common stock in consideration for consulting services pursuant to an amended consulting agreement between the Company and Marinex Media, Inc. On June 14, 2011, we appointed to the board of directors Jonathan Braun, who is the President of Marinex Media, Inc. The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

Sales by Green Energy Fields, Inc.

On November 30, 2009, Green Energy issued 2,000,000 shares of its common stock to NPX Metals, Inc. as payment for certain mining assets.

On November 30, 2009, Green Energy issued 26,788,252 shares of its common stock to certain investors for a per share purchase price of $0.0001.

We believe that the offer and sale of the securities referenced in this section were exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder as transactions not involving any public offering. All of the purchasers of unregistered securities for which we relied on Section 4(2) and/or Regulation D represented that they were accredited investors as defined under the Securities Act, except for up to 35 non-accredited investors. The purchasers in each case represented that they intended to acquire the securities for investment only and not with a view to the distribution thereof and that they either received adequate information about the registrant or had access, through employment or other relationships, to such information; appropriate legends were affixed to the stock certificates issued in such transactions; and offers and sales of these securities were made without general solicitation or advertising.

Private Placement of Units

On December 3, 2010, we sold an aggregate of $100,000 worth of units consisting of one share of the Company’s common stock and one five year warrant to purchase one additional share of common stock at an exercise price of $0.50 per share for a per unit price of $0.50.

On December 29, 2010, we entered into subscription agreements with certain investors whereby it sold an aggregate of 4,000,000 units for an aggregate purchase price of $2,000,000. In addition, in accordance with the terms of certain Bridge Notes issued to certain investors on October 15, 2010 and December 3, 2010, in the event the Company closed an equity investment in which the Company receives gross proceeds of at least $1,250,000, the holder will have the option to convert all or a portion of the outstanding principal of and accrued interest on such Bridge Note, on a dollar-for-dollar basis, into the qualified financing. The Private Placement qualifies as a qualified financing and each holder of bridge notes was entitled to exchange the outstanding principal and interest amount of its Bridge Notes for Units sold in the Offering. Bridge notes in the aggregate principal amount of $50,000 (plus $416.50 in accrued interest) converted into 100,833 units in the Offering on December 29, 2010.

On February 18, 2011 we entered into subscription agreements with certain investors whereby we sold an aggregate of 12,159,950 units for an aggregate purchase price of $6,079,975.

On February 28, 2011, we entered into subscription agreements with certain investors whereby we sold an aggregate of 7,990,000 units for an aggregate purchase price of $3,995,000.

On March 4, 2011, we entered into subscription agreements with certain investors whereby we sold an aggregate of 11,689,980 units for an aggregate purchase price of $5,844,990

In connection with the foregoing, we issued warrants to the placement agents to purchase an aggregate of 7,167,986 shares of common stock, with the same terms as the warrants issued to the investors

Item 6. Selected Financial Data.

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

RESULTS OF OPERATIONS

Our business began on November 23, 2009, accordingly, no comparisons exist for the prior period.

We are still in our exploration stage and have generated no revenues to date.

We incurred operating expenses of $8,014,323 for the fiscal year ended March 31, 2011 as compared to $297,382 for the period from November 23, 2009 (inception) to March 31, 2010. The overall increase of $7,716,941 in operating expenses is primarily attributable to the fact that we have no comparable operating expenses during the prior period from November 23, 2009 (inception) to March 31, 2010 as we were in our early stages of our operations. These expenses primarily consisted of general expenses, compensation, consulting and professional fees incurred in connection with the day to day operation of our business and the preparation and filing of our financial disclosure reports with the U.S. Securities and Exchange Commission. The operating expenses consisted of the following:

	Fiscal Year Ended March 31, 2011
Exploration costs	$	224,095
Professional fees		212,889
Advertising and marketing		62,034
Compensation expense and related taxes		585,999
Consulting fees		2,899,079
Impairment of goodwill		3,065,014
Impairment of mining rights		444,200
Rent		50,563
Travel and related expenses		129,346
Other general and administrative		341,104
Total	$	8,014,323

•

Explorations costs: For the fiscal year ended March 31, 2011, exploration costs were $224,095 which includes costs of lease, acquisition, exploration, carrying and retaining unproven mineral lease properties. The Company has chosen to expense all mineral acquisition and exploration costs as incurred given that it is still in the exploration stage. The overall increase of $224,095 in exploration costs is primarily attributable to we have no comparable operating expenses during the prior period from November 23, 2009 (inception) to March 31, 2010 as we were in our early stages of our operations.

	•	Professional fees: For the fiscal year ended March 31, 2011, professional fees were $212,889 which includes fees incurred for audits and legal fees related to public company filing requirements. The overall increase in professional fees is primarily attributable to the fact that we have no comparable operating expenses during the prior period from November 23, 2009 (inception) to March 31, 2010 as we were in our early stages of our operations.

	•	Compensation expense and related taxes: Compensation expense includes salaries and stock-based compensation to our employees. For the fiscal year ended March 31, 2011, compensation expense and related taxes were $585,999 which includes the recognition of stock-based compensation expense of $174,850 which is attributable to stock options granted to our officers and employees. The overall increase in compensation is primarily attributable to we have no comparable operating expenses during the prior period from November 23, 2009 (inception) to March 31, 2010 as we were in our early stages of our operations.

	•	Consulting fees: For the fiscal year ended March 31, 2011, we incurred consulting fees of $2,899,079, which were primarily attributable to the issuance of our common stock and stock warrants for services rendered to consultants for investor relations and advisory services of $2,141,206 and stock-based compensation expense of $61,750 which is attributable to stock options granted to consultants. The overall increase in consulting is primarily attributable to the fact that we have no comparable operating expenses during the prior period from November 23, 2009 (inception) to March 31, 2010 as we were in our early stages of our operations.

	•	Rent: For the fiscal year ended March 31, 2011, we incurred rent of $50,563, which were primarily attributable to rental fees of our principal executive offices in Apache Junction, Arizona for approximately $28,000 and a previous office space we rented in California for approximately $22,500. The overall increase in rent is primarily attributable to the fact that we have no comparable operating expenses during the prior period from November 23, 2009 (inception) to March 31, 2010 as we were in our early stages of our operations.

	•	Impairment of mining rights: Impairment of mining rights was $444,200 for the fiscal year ended March 31, 2011. We recognized an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. During the fiscal year ended March 31, 2011, we recorded impairment of mining rights of $444,200. Management has performed an impairment analysis as of March 31, 2011 and determined such cost is not recoverable and exceeds fair value. In addition we have not identified proven and probable reserves in our mineral properties.

	•	Impairment of goodwill: For the fiscal year ended March 31, 2011, we recorded an impairment of goodwill of $3,065,014 associated with the acquisition of Secure Energy. We recognize an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. Secure Energy has not generated future cash flows and has not generated revenues since its inception, has incurred losses and cash used in operations. Accordingly we deemed the acquired goodwill to be impaired and wrote-off the goodwill on the acquisition date. We have no comparable expense during the prior period from November 23, 2009 (inception) to March 31, 2010.

	•	Other general and administrative expenses: For the fiscal year ended March 31, 2011 other general and administrative expenses were $341,104 which includes postage, general insurance, automobile, office supplies, utilities and office expenses. The overall increase in general and administrative expenses is primarily attributable to we have no comparable operating expenses during the prior period from November 23, 2009 (inception) to March 31, 2010 as we were in our early stages of our operations.

Other Income (Expenses)

Total other (expense) income was ($80,064) for the fiscal year ended March 31, 2011 and is primarily attributable to interest expense of $8,000 in connection with a note payable assumed from Secure Energy, LLC and amortization of debt discount of $76,000 in connection with the convertible promissory notes.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. At March 31, 2011, we had a cash balance of $14,383,452 and working capital of $17,498,667. We have been funding our operations though the issuance of notes payable and sale of units consisting of shares of our common stock and warrants to purchase shares of our common stock for operating capital purposes. For the fiscal year ended March 31, 2011, we received proceeds from issuance of convertible promissory notes of $100,000 and net proceeds of $16,133,834 from the sales of our securities. Our balance sheet at March 31, 2011 reflects note payable amounting to $50,000, which bears interest at 12% per annum.

Our consolidated financial statements from inception (November 23, 2009) through the fiscal year ended March 31, 2011 reported no revenues which is not sufficient to fund our operating expenses. At March 31, 2011we had a cash balance of $14,383,452 and a working capital of $17,498,667. During the fiscal year ended March 31, 2011, we received proceeds of $100,000 from issuance of convertible promissory notes and net proceeds of $16,133,834 from the sales of units consisting of shares of our common stock and warrants to purchase shares of our common stock which we expect to utilize to fund certain of our operating expenses, pay our obligations, and grow our Company. We estimate that based on current plans and assumptions, that our available cash will be sufficient to satisfy our cash requirements under our present operating expectations, without further financing, for up to 12 months. Other than our current working capital, we presently have no other alternative source of working capital. We do not have revenues to support our daily operations. We have raised significant additional capital to fund our future operating expenses, pay our obligations, and grow our Company. We do not anticipate we will be profitable in 2011. We have met our liquidity and capital requirements for up to 12 months primarily through the private placement of equity securities that occurred between December 2010 and March 2011.

Operating activities

Net cash flows used in operating activities for the for the fiscal year ended March 31, 2011 amounted to $2,599,149 and was primarily attributable to our net loss of $7,346,928, offset by depreciation of $6,938, impairment of mining claims of $444,200, amortization of debt discount of $76,000, amortization of prepaid services of $741,206, common stock issued for services of $1,400,000 and stock-based compensation of $236,600 and add-back of total changes in assets and liabilities of $474,720 and non-controlling interest of $747,459. This change in assets and liabilities is primarily attributable to an increase in prepaid expenses of $537,470.

Investing activities

Net cash used in investing activities for the fiscal year ended March 31, 2011 was $163,625 and represented an acquisition of mining rights of $65,000, acquisition of Secure Energy LLC of $59,959 and the purchase of property and equipment of $38,666.

Financing activities

Net cash flows provided by financing activities was $16,183,834 for the fiscal year ended March 31, 2011. We received net proceeds from the issuance of convertible promissory notes and sale of units consisting of shares of our common stock and warrants to purchase shares of our common stock of $100,000 and $16,133,834, respectively, offset by repayment of convertible promissory note of $50,000.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Significant estimates made by management include, but are not limited to, the useful life of property and equipment, the fair values of certain promotional contracts and the assumptions used to calculate fair value of options granted and common stock issued for services.

Management believes the following critical accounting policies affect the significant judgments and estimates used in the preparation of the financial statements.

Principles of Consolidation

The consolidated condensed financial statements are prepared in accordance with generally accepted accounting principles in the United States of America and present the financial statements of the Company, our wholly-owned subsidiaries and a majority owned subsidiary. All significant intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP 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. On an on-going basis, the Company evaluates its estimates, including, but not limited to, those related to investment tax credits, bad debts, income taxes and contingencies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Significant estimates made by management include, but are not limited to, the useful life of property and equipment, the assumptions used to calculate stock-based compensation, and debt discount and common stock issued for services.

Stock-Based Compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. We record compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third-parties are then revalued, or the total compensation is recalculated based on the then current fair value, at each subsequent reporting date.

Property and Equipment

Property and equipment are carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets, generally three to seven years.

Mineral Property Acquisition and Exploration Costs

Costs of lease, acquisition, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company has chosen to expense all mineral acquisition and exploration costs as incurred given that it is still in the exploration stage. Once the Company has identified proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs will be amortized, using the units-of-production method over the estimated life of the probable-proven reserves. When the Company has capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all costs are being expensed.

Long-Lived Assets

We review for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in ASC 360-10-35-15, “Impairment or Disposal of Long-Lived Assets”. We recognize an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value.

Recent Accounting Pronouncements

In January 2010, the Company adopted FASB ASU No. 2010-06, Fair Value Measurement and Disclosures (Topic 820) - Improving Disclosures about Fair Value Measurements (“ASU 2010-06”). These standards require new disclosures on the amount and reason for transfers in and out of Level 1 and 2 fair value measurements. The standards also require new disclosures of activities, including purchases, sales, issuances, and settlements within the Level 3 fair value measurements. The standard also clarifies existing disclosure requirements on levels of disaggregation and disclosures about inputs and valuation techniques. These new disclosures are effective beginning with the first interim filing in 2010. The disclosures about the roll-forward of information in Level 3 are required for the Company with its first interim filing in 2011. The adoption of ASU No. 2010-06 did not have a material impact on the results of operations and financial condition.

In February 2010, the FASB issued an amendment to the accounting standards related to the accounting for, and disclosure of, subsequent events in an entity’s consolidated financial statements. This standard amends the authoritative guidance for subsequent events that was previously issued and among other things exempts Securities and Exchange Commission registrants from the requirement to disclose the date through which it has evaluated subsequent events for either original or restated financial statements. This standard does not apply to subsequent events or transactions that are within the scope of other applicable GAAP that provides different guidance on the accounting treatment for subsequent events or transactions. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In July 2010, the FASB issued ASU No. 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. ASU 2010-20 requires additional disclosures about the credit quality of a company’s loans and the allowance for loan losses held against those loans. Companies will need to disaggregate new and existing disclosures based on how it develops its allowance for loan losses and how it manages credit exposures. Additional disclosure is also required about the credit quality indicators of loans by class at the end of the reporting period, the aging of past due loans, information about troubled debt restructurings, and significant purchases and sales of loans during the reporting period by class. The new guidance is effective for interim- and annual periods beginning after December 15, 2010. The Company anticipates that adoption of these additional disclosures will not have a material effect on its financial position or results of operations.

Other accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

Contractual Obligations

We have certain fixed contractual obligations and commitments that include future estimated payments. Changes in our business needs, cancellation provisions, changing interest rates, and other factors may result in actual payments differing from the estimates. We cannot provide certainty regarding the timing and amounts of payments. We have presented below a summary of the most significant assumptions used in our determination of amounts presented in the tables, in order to assist in the review of this information within the context of our consolidated financial position, results of operation, and cash flows.

The following table summarizes our contractual obligations as of March 31, 2011, and the effect these obligations are expected to have on our liquidity and cash flows in future periods:

	Payments Due by Period
	Total		Less than 1 year		1-3 Years		4-5 Years		5 Years +
Contractual Obligations:
Note payable	$	50,000	$	50,000	$	-	$	-	$	-
Uranium lease agreements		55,076		-		-		-		55,076


Total Contractual Obligations	$	105,076	$	50,000	$	-	$	-	$	55,076

Uranium Lease Agreements

In connection with the execution of the Membership Interests Sale Agreements of Secure Energy LLC, we acquired the following Uranium lease agreements:

1)	Slope County, North Dakota, Lease 1 and 2

On June 28, 2007, our majority owned subsidiary, Secure Energy, LLC, signed a 20 year mining lease to develop and operate 472.8 acres of uranium mining properties in the Slope County, North Dakota. We prepaid the annual payment of $10 per net acre for eight years amounting to $36,717 at the date of signing. We will pay a production royalty of $0.75 per pound of all uranium sales.

2)	Slope County, North Dakota, Lease 3

On November 23, 2007, our majority owned subsidiary, Secure Energy, LLC signed a 10 year mining lease, with right to extend an additional 10 years to develop and operate 554.24 acres of uranium mining properties in the Slope County, North Dakota. We prepaid the annual payment of $10 per net acre for ten years amounting to $53,775 at the date of signing. We will pay a production royalty of $0.75 per pound of all uranium sales or 5% of net proceeds from the sale of uranium bearing ores.

Royalty agreements

On April 26, 2010, the Company entered into a purchase and royalty agreement with an affiliated company for which our Director, Daniel Bleak is the President. The Company purchased a 100% interest in certain 86 unpatented lode mining claims located in Mohave County, Arizona. The purchase price of these mining claims was $65,000 in cash and 200,000 shares of the Company’s common stock. The Company will pay a 3% net smelter returns royalty on all uranium sales. The Company shall have the right to reduce the royalty from 3% to 0% by paying the aggregate sum of $1,500,000 ($500,000 for each 1%).

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 8. Financial Statements and Supplementary Data.

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Financial Statements:

Consolidated Balance Sheets	F-3

Consolidated Statements of Operations	F-4

Consolidated Statements of Stockholders’ Equity	F-5

Consolidated Statements of Cash Flows	F-6

Notes to Consolidated Financial Statements	F-7 to F-29

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Continental Resources Group, Inc.

Apache Junction, AZ

We have audited the accompanying consolidated balance sheets of Continental Resources Group, Inc. (formerly known as American Energy Fields, Inc.) (An Exploration Stage Company) and subsidiaries as of March 31, 2011 and 2010, and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for the year ended March 31, 2011, and for the period from inception (November 23, 2009) to March 31, 2010, and for the period from inception (November 23, 2009) to March 31, 2011. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated 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 audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Continental Resources Group, Inc. (formerly known as American Energy Fields, Inc.) and subsidiaries as of March 31, 2011 and 2010, and the results of its operations and its cash flows during the exploration stage for the year ended March 31, 2011, and for the period from inception (November 23, 2009) to March 31, 2010, and for the period from inception (November 23, 2009) to March 31, 2011 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has had no operations and has no established source of revenue. This raises substantial doubt about its ability to continue as a going concern. Management's plan in regard to these matters is also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ KBL, LLP

New York, New York

August 12, 2011

F-2

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS

	March 31,
	2011			2010

ASSETS

Current assets:
Cash	$	14,383,452		$	962,392
Prepaid expenses - current portion		3,280,863			18,000
Deposit		50,000			-

Total current assets		17,714,315			980,392


Other assets:
Prepaid expenses - long term portion		45,234			-
Property and equipment, net		31,728			-
Mining rights		-			209,200

Total Assets	$	17,791,277		$	1,189,592

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued liabilities	$	165,648		$	3,058
Note payable		50,000			-
Total liabilities		215,648			3,058

Stockholders' Equity:
Preferred stock, $.0001 par value, 25,000,000 shares
authorized: no shares issued and outstanding		-			-
Common stock, $.0001 par value, 200,000,000 shares
authorized: 93,519,018 issued and outstanding
at March 31, 2011 and 50,528,255 issued and
outstanding at March 31, 2010		9,352			5,053
Additional paid-in capital		24,267,544			1,428,826
Common stock, $.0001 par value, 850,000 shares to
be issued at March 31, 2011 and 350,000 shares to
be issued at March 31, 2010		955,000			49,000
Accumulated deficit		(7,643,273	)		(296,345	)
Total Continental Resources Group, Inc. deficit		17,588,623			1,186,534

Non-controlling interest in subsidiary		(12,994	)		-
Total stockholders' equity		17,575,629			1,186,534

Total liabilities and stockholders' equity	$	17,791,277		$	1,189,592

See accompanying notes to consolidated financial statements.

F-3

CONTINENTAL RESOURCES GROUP, INC AND SUBSIDIARIES
(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS

	FOR THE YEAR			PERIOD FROM INCEPTION			PERIOD FROM INCEPTION
	ENDED			NOVEMBER 23, 2009 TO			NOVEMBER 23, 2009 TO
	MARCH 31, 2011			MARCH 31, 2010			MARCH 31, 2011


Revenues	$	-		$	-		$	-

Expenses
Exploration costs		224,095			-			224,095
General and administrative		3,688,077			248,382			3,936,459
Impairment of mining rights		444,200			-			444,200
Impairment of goodwill		3,065,014			-			3,065,014
Depreciation		6,938			-			6,938
Compensation and related taxes		585,999			49,000			634,999
Total operating expenses		8,014,323			297,382			8,311,705

Loss from operations		(8,014,323	)		(297,382	)		(8,311,705	)

Other income (expenses)
Interest expense		(84,423	)		-			(84,423	)
Interest income		4,359			1,037			5,396
Total other income (expenses)		(80,064	)		1,037			(79,027	)

Net loss	$	(8,094,387	)	$	(296,345	)	$	(8,390,732	)

Less: Net loss attributable to non-controlling interest		747,459			-			747,459

Net loss attributable to Continental Resources Group, Inc.	$	(7,346,928	)	$	(296,345	)	$	(7,643,273	)

NET LOSS PER COMMON SHARE:
Basic and Diluted	$	(0.13	)	$	(0.01	)	$	(0.14	)

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - Basic and Diluted		56,908,403			43,741,758			54,239,850

See accompanying notes to consolidated financial statements.

F-4

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
PERIOD FROM INCEPTION NOVEMBER 23, 2009 TO MARCH 31, 2011

																		Accumulated
																		Deficit
	Preferred Stock				Common Stock				Common Stock						Additional			During						Total
	$0.0001 Par Value				$0.0001 Par Value				Shares to be issued						Paid-in			Exploration			Non-Controlling			Stockholders'
	Shares		Amount		Shares		Amount		Shares			Amount			Capital			Stage			Interest			Equity
Recapitalization of common shares of Sienna Resources Holdings, Inc. as the acquiree in merger with Company as the acquireron November 23, 2009		-	$	-		12,200,000	$	1,220		-		$	-		$	(1,220	)	$	-		$	-		$	-

Common shares issued on November 30, 2009 to NPX Metals, Inc. for certain mining rights		-		-		2,000,000		200		-			-			-			-			-			200

Common shares issued on November 30, 2009 for cash		-		-		26,788,255		2,679		-			-			-			-			-			2,679

Common stock issued on December 24, 2009 for cash		-		-		9,300,000		930		-			-			1,394,070			-			-			1,395,000

Common stock issued for services rendered		-		-		240,000		24		-			-			35,976			-			-			36,000

Common stock to be issued for directors' compensation		-		-		-		-		350,000			49,000			-			-			-			49,000

Net loss for the period ended March 31, 2010		-		-		-		-		-			-			-			(296,345	)		-			(296,345	)

Balance at March 31, 2010		-		-		50,528,255		5,053		350,000			49,000			1,428,826			(296,345	)		-			1,186,534

Common stock issued for directors' compensation		-		-		350,000		35		(350,000	)		(49,000	)		48,965			-			-			-

Common stock for services		-		-		2,800,000		280		-			-			1,399,720			-			-			1,400,000

Common stock to be issued for prepaid services		-		-		-		-		600,000			744,000			-			-			-			744,000

Common stock issued for cash in private placements with warrants, net of transaction fees		-		-		36,039,930		3,604		-			-			16,130,230			-			-			16,133,834

Common stock issued in connection with the conversion of promissory note and accrued interest into a qualified financing		-		-		100,833		10		-			-			50,406			-			-			50,416

Common stock to be issued in connection with the conversion of promissory notes		-		-		-		-		50,000			41,000			35,000			-			-			76,000

Common stock to be issued for acquisition of mining rights		-		-		-		-		200,000			170,000			-			-			-			170,000

Stock-based compensation in connection with options granted		-		-		-		-		-			-			236,600			-			-			236,600

Stock warrants issued for prepaid services		-		-		-		-		-			-			2,712,632			-			-			2,712,632

Issuance of common stock and preferred stock in connection with the acquisition of a majority of Secure Energy, LLC		-		-		3,700,000		370		-			-			2,225,165			-			734,465			2,960,000

Net loss for the year ended March 31, 2011		-		-		-		-		-			-			-			(7,346,928	)		(747,459	)		(8,094,387	)

Balance at March 31, 2011		-	$	-		93,519,018	$	9,352		850,000		$	955,000		$	24,267,544		$	(7,643,273	)	$	(12,994	)	$	17,575,629

See accompanying notes to consolidated financial statements.

F-5

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS

	FOR THE YEAR			PERIOD FROM INCEPTION			PERIOD FROM INCEPTION
	ENDED			NOVEMBER 23, 2009 TO			NOVEMBER 23, 2009 TO
	MARCH 31, 2011			MARCH 31, 2010			MARCH 31, 2011


Cash flows from operating activities:
Net loss attributable to Continental Resources Group, Inc.	$	(7,346,928	)	$	(296,345	)	$	(7,643,273	)
Adjustments to reconcile net loss attributable to Continental Resources Group, Inc. to net cash used in operating activities:
Depreciation		6,938			-			6,938
Stock based compensation on options granted		236,600						236,600
Amortization of prepaid expense in connection with the issuance of warrants issued for prepaid services		493,206			-			493,206
Amortization of prepaid expense in connection with the issuance of common stock issued for prepaid services		248,000			-			248,000
Consulting fees paid by issuance of common stock		-			36,000			36,000
Common stock issued for directors' compensation		-			49,000			49,000
Impairment of goodwill		3,065,014			-			3,065,014
Non-controlling interest		(747,459	)		-			(747,459	)
Amortization of debt discount		76,000			-			76,000
Common stock issued for services		1,400,000			-			1,400,000
Impairment of mining rights		444,200			-			444,200

Changes in operating assets and liabilities
(Increase) in prepaid expenses - current portion		(537,470	)		(18,000	)		(555,470	)
(Increase) in deposits		(50,000	)		-			(50,000	)
Decrease in prepaid expenses - long term portion		417			-			417
Increase in accounts payable & liabilities		112,333			3,058			115,391

Net cash used in operating activities		(2,599,149	)		(226,287	)		(2,825,436	)

Cash flows from investing activities:
Acquisition of mining rights		(65,000	)		(209,200	)		(274,200	)
Acquisition of Secure Energy LLC (cash portion)		(59,959	)		-			(59,959	)
Purchase of office equipment and vehicle		(38,666	)		-			(38,666	)
Net cash used in investing activities		(163,625	)		(209,200	)		(372,825	)

Cash flows from financing activities:
Proceeds from convertible promissory notes		100,000			-			100,000
Payment of convertible promissory note		(50,000	)		-			(50,000	)
Proceeds from sale of common stock, net of issuance cost		16,133,834			1,397,879			17,531,713
Net cash provided by financing activities		16,183,834			1,397,879			17,581,713

Net increase in cash		13,421,060			962,392			14,383,452

Cash at beginning of year		962,392			-			-

Cash at end of year	$	14,383,452		$	962,392		$	14,383,452

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	2,250		$	-		$	2,250
Income taxes	$	-		$	-		$	-

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Beneficial conversion feature and debt discount in connection with the issuance of convertible promissory notes	$	41,000		$	-		$	41,000
Debt discount in connection with the conversion of convertible promissory notes into a qualified financing	$	35,000		$	-		$	35,000
Issuance of common stock for conversion of convertible promissory notes and accrued interest	$	50,416		$	-		$	50,416
Stock warrants issued for prepaid services	$	2,712,632		$	-		$	2,712,632
Issuance of common stock in connection with the acquisition of Secure Energy, LLC	$	2,960,000		$	-		$	2,960,000

Assumption of note payable in connection with the acquisition of Secure Energy, LLC	$	50,000		$	-		$	50,000
Common stock to be issued for prepaid services	$	744,000		$	-		$	744,000
Issuance of common stock for purchase of mining rights	$	170,000		$	-		$	170,000

See accompanying notes to consolidated financial statements.

F-6

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Continental Resources Group, Inc. (the "Company"), formerly American Energy Fields, Inc. was incorporated as Sienna Resources, Inc. in the State of Delaware on July 20, 2007 to engage in the acquisition, exploration and development of natural resource properties. On December 21, 2009 we had filed an Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware in order to change our name to “American Energy Fields, Inc.”, change our authorized capital to 200,000,000 shares of common stock, par value $0.0001 per share, and 25,000,000 shares of preferred stock, par value $0.0001 per share and create “blank check” preferred stock. On June 28, 2011, the Company changed its name to Continental Resources Group, Inc. from “American Energy Fields, Inc.

On December 24, 2009, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with Green Energy Fields, Inc., a privately-held Nevada corporation (“Green Energy”), and the shareholders of Green Energy. Upon closing of the transaction contemplated under the Exchange Agreement, on December 24, 2009, the shareholders of Green Energy transferred all of the issued and outstanding capital stock of Green Energy to the Company in exchange for shares of the Company’s common stock (the “Exchange”). Such Exchange caused Green Energy to become our wholly-owned subsidiary. Immediately following the closing of the Exchange, under an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the “Conveyance Agreement”),the Company transferred all of its pre-Exchange assets and liabilities (“Split-off”) to its wholly-owned subsidiary, Sienna Resources Holdings, Inc. (“SplitCo”). Thereafter, pursuant to a stock purchase agreement, the Company transferred all of the outstanding capital stock of SplitCo to Julie Carter, its former officer and director, in exchange for the cancellation of shares of the Company’s common stock that she owned. Following the Exchange and the Split-off, the Company’s sole line of business is the business of Green Energy.

The Company is now primarily engaged in the acquisition and exploration of properties that may contain uranium mineralization in the United States. Our target properties are those that have been the subject of historical exploration. The Company has acquired State Leases and federal unpatented mining claims in the states of Arizona and California for the purpose of exploration and potential development of uranium minerals on a total of approximately 7,200 acres.

Since the Company had no assets of substance prior to the Exchange, for accounting purposes the Exchange has been treated as a merger of both companies and recapitalization of the shares of Green Energy with the Company. The accounting rules for reverse acquisitions require that, beginning with the date of the acquisition (December 24, 2009), the balance sheet include the assets and liabilities of Green Energy and the equity accounts be recapitalized to reflect the net equity of Green Energy. Accordingly, the historical operating results of Green Energy are now the operating results of the Company. Green Energy was formed on November 23, 2009.

Effective November 23, 2009, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting Principles – Overall (“ASC 105-10”). ASC 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Positions or Emerging Issue Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASUs”).

The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification.

F-7

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

Going Concern

Future issuances of the Company's equity or debt securities will be required in order for the Company to continue to finance its operations and continue as a going concern. The Company's present revenues are insufficient to meet operating expenses.

The consolidated financial statement of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. The Company has incurred a net loss attributable to Continental Resources Group, Inc. of $7,346,928 for the fiscal year ended March 31, 2011 and cumulative net losses of $7,643,273 since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The restated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP") and present the financial statements of the Company and its subsidiaries. The consolidated financial statements include the accounts of the Company, three wholly-owned subsidiaries, and a subsidiary with a majority voting interest of 75.68% (24.32% is owned by non-controlling interests) as of March 31, 2011. In the preparation of consolidated financial statements of the Company, intercompany transactions and balances are eliminated and net earnings are reduced by the portion of the net earnings of subsidiaries applicable to non-controlling interests.

EXPLORATION STAGE COMPANY

The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. The Company was formed for the purpose of acquiring exploration and development stage natural resource properties. The Company has not commenced business operations. The Company is an exploration stage company as defined in ASC 915 “Development Stage Entities”.

NON-CONTROLLING INTERESTS IN CONSOLIDATED FINANCIAL STATEMENTS

In December 2007, the FASB issued ASC 810-10-65, “Non-controlling Interests in Consolidated Financial Statements, an amendment of Accounting Research Bulletin No. 51,” (“SFAS No. 160”). This statement clarifies that a non-controlling (minority) interest in a subsidiary is an ownership interest in the entity that should be reported as equity in the consolidated financial statements. It also requires consolidated net income to include the amounts attributable to both the parent and non-controlling interest, with disclosure on the face of the consolidated income statement of the amounts attributed to the parent and to the non-controlling interest. This statement is effective for fiscal years beginning after December 15, 2008, with presentation and disclosure requirements applied retrospectively to comparative financial statements. In accordance with ASC 810-10-45-21, those losses attributable to the parent and the non-controlling interest in subsidiary may exceed their interests in the subsidiary’s equity. The excess and any further losses attributable to the parent and the non-controlling interest shall be attributed to those interests even if that attribution results in a deficit non-controlling interest balance. As of March 31, 2011, the Company recorded a deficit non-controlling interest balance of $12,994 in connection with our majority-owned subsidiary, Secure Energy LLC as reflected in the accompanying consolidated balance sheets.

F-8

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

USE OF ESTIMATES

The preparation of financial statements in conformity with GAAP 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. On an on-going basis, the Company evaluates its estimates, including, but not limited to, those related to investment tax credits, bad debts, income taxes and contingencies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant estimates made by management include, but are not limited to, the useful life of property and equipment, the assumptions used to calculate stock-based compensation, and debt discount, valuation of goodwill, and common stock issued for services. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. The Company maintains cash and cash equivalent balances at one financial institution that is insured by the Federal Deposit Insurance Corporation. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. In addition to the basic insurance deposit coverage, the FDIC is providing temporary unlimited coverage for non-interest bearing transaction accounts through December 31, 2012. For the year ended March 31, 2011, the Company has reached bank balances exceeding the FDIC insurance limit by approximately $9,210,000. The Company has not incurred any losses on bank balances exceeding the FDIC insurance limit. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits.

MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS

PROPERTY AND EQUIPMENT

F-9

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

INCOME TAXES

Income taxes are accounted for under the asset and liability method in accordance with ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial carrying amounts of existing assets and liabilities and their respective tax bases as well as operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance to the extent that the recoverability of the asset is unlikely to be recognized.

The Company follows ASC 740 rules governing uncertain tax positions, which provides guidance for recognition and measurement. This prescribes a threshold condition that a tax position must meet for any of the benefits of the uncertain tax position to be recognized in the financial statements. It also provides accounting guidance on derecognization, classification and disclosure of these uncertain tax positions.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures”, for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing US GAAP that require the use of fair value measurements which establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

	Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities
	Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data
	Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

The carrying amounts reported in the balance sheet for cash, accounts payable, and accrued liabilities approximate their estimated fair market value based on the short-term maturity of this instrument. The carrying amount of the convertible promissory note at March 31, 2011, approximate their respective fair value based on the Company’s incremental borrowing rate.

In addition, FASB ASC 825-10-25 “Fair Value Option” was effective for January 1, 2008. ASC 825-10-25 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value.

F-10

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

NET LOSS PER COMMON SHARE

Net loss per common share is calculated in accordance with ASC Topic 260: Earnings Per Share (“ASC 260”). Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted average shares outstanding as they would be anti-dilutive. The following table sets forth the computation of basic and diluted loss per share:

	Fiscal Year ended March 31, 2011			For the Period from Inception November 23, 2009 to March 31, 2010
Numerator:
Net loss attributable to Continental Resources Group, Inc.	$	(7,346,928	)	$	(296,345	)

Denominator:
Denominator for basic loss per share
(weighted-average shares)		56,908,403			43,741,758

Denominator for dilutive loss per share
(adjusted weighted-average)		112,052,152			49,141,758

Basic and diluted loss per share	$	(0.13	)	$	( 0.01	)

The following sets forth the computation of weighted-average common shares outstanding basic and diluted for the period ended March 31:

	March 31,		March 31,
	2011		2010
Weighted-average common shares
outstanding (Basic)		56,908,403		43,741,758

Weighted-average common stock
Equivalents
Stock options		3,185,000		750,000
Warrants		51,958,749		4,650,000

Weighted-average common shares
outstanding (Diluted)		112,052,152		49,141,758

GOODWILL AND OTHER INTANGIBLE ASSETS

In accordance with ASC 350- 30-65 (formerly SFAS 142, “Goodwill and Other Intangible Assets”), the Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following:

Significant underperformance relative to expected historical or projected future operating results;

Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and

Significant negative industry or economic trends.

F-11

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. During fiscal year ended March 31, 2011, the Company recorded an impairment of goodwill of $3,065,014 associated with the acquisition of Secure Energy. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. Secure Energy has not generated future cash flows and has not generated revenues since its inception, has incurred losses and cash used in operations, management deemed the acquired goodwill to be impaired and wrote-off the goodwill on the acquisition date.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company accounts for the impairment or disposal of long-lived assets according to the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360 “Property, Plant and Equipment”. ASC 360 clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business. Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable. When necessary, impaired assets are written down to estimate fair value based on the best information available. Estimated fair value is generally based on either appraised value or measured by discounting estimated future cash flows. Considerable management judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates. During the year ended March 31, 2011, the Company recorded impairment of mining rights of $444,200. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. Such cost were impaired during the year ended March 31, 2011as the associated mining properties do not currently have any identified proven and probable reserves.

STOCK BASED COMPENSATION

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated condensed financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

PREPAID EXPENSES

Prepaid expenses – current portion of $3,280,863 and $18,000 at March 31, 2011 and 2010, respectively, consist primarily of costs paid for future services which will occur within a year. Prepaid expenses include prepayments (in cash, common stocks and warrants) of public relation services, consulting and business advisory services and prepaid mineral lease which are being amortized over the terms of their respective agreements. Prepaid expenses – long term portion of $45,234 and $0 at March 31, 2011 and 2010, respectively, consist primarily of costs paid for future mineral lease payments after one year.

F-12

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Other ASU’s that have been issued or proposed by the FASB ASC that do not require adoption until a future date and are not expected to have a material impact on the financial statements upon adoption.

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment are made up of the following as of March 31, 2011:

	Estimated Life
Office equipment	7 years	$	2,330
Machinery and equipment	5 years		4,239
Vehicle	3 years		32,097
Total			38,666
Less accumulated depreciation			6,938
		$	31,728

Depreciation expense for the fiscal year ended March 31, 2011 was $6,938. There was no depreciation expense for the period November 23, 2009 (inception) through March 31, 2010.

F-13

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

NOTE 4 - MINERAL CLAIMS

ARTILLERY PEAK

The Artillery Peak Property does not currently have any reserves. All activities undertaken and currently proposed at the Artillery Peak Property are exploratory in nature.

F-14

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

NOTE 4 - MINERAL CLAIMS (continued)

COSO

The Coso property is located in Inyo County, California near the town of Lone Pine on the western margin of Coso Mountains, 32 miles (51km) south by road of Lone Pine in Inyo County, California, 150 miles (241km) northeast by road to Bakersfield, CA, 187 miles (300km) north by road of Los Angeles, CA and 283 miles (455km) west by road of Las Vegas. The Coso Project is accessible from U.S. Highway 395 by taking the Cactus Flat road, an unimproved rod for about 3 to 4 miles east of the highway, and climbing approximately 500 to 1200 feet above the floor of Owens Valley.

On December 24, 2009, as a result of the Exchange, the Company acquired a 100% working interest and 97% net revenue interest in the Coso property. Prior to our acquisition, Green Energy Fields acquired the Coso Project on November 30, 2009 from NPX Metals, Inc., a Nevada Corporation. The 97% net revenue interest is the result of the Agreement of Conveyance. Transfer and Assignment of Assets and Assumption of Obligations dated as of November 30, 2010. Under the terms of the agreement, NPX Metals, Inc. retained a 3% net smelter return royalty interest in the Coso Property, leaving a 97% net revenue interest to Green Energy Fields, Inc., a wholly owned subsidiary of the Company.

The Coso property consists of 169 Federal unpatented lode mineral claims on Bureau of Land Management (“BLM”) land totaling 3,380 acres, and 800 State leased acres, in Inyo County, CA. The unpatented mining claims overlie portions of section 12, 13, 24, 25, 26, 35 and 36 of Township 20 South, Range 37 East (Mount Diablo Base and Meridian), sections 13, 24 and 25 of Township 20 South, Range 37 ½ East (Mount Diablo Base & Meridian), sections 1 and 12 of Township 21, South Range 37 East (mount Diablo Base & Meridian), and sections 6 and 7 of Township 21 South, Range 37 ½ East (Mount Diablo Base & Meridian). The state lease covers portions of section 6 of Township 20 South, Range 37 East (Mount Diablo Base & Meridian) and section 36 of Township 20 South, Range 37 ½ East (Mount Diablo Base & Meridian). To maintain the Coso mining claims in good standing, The Company must make annual maintenance fee payments to the BLM, in lieu of annual assessment work. These claim fees are $140.00 per claim per year, plus a recording cost of approximately $50 to Inyo County where the claims are located. With regard to the unpatented lode mining claims, future exploration drilling at the Coso Project will require the Company to either file a Notice of Intent or a Plan of Operations with the Bureau of Land Management, depending upon the amount of new surface disturbance that is planned. A Notice of Intent is for planned surface activities that anticipate less than 5.0 acres of surface disturbance, and usually can be obtained within a 30 to 60-day time period. A Plan of Operations will be required if there is greater than 5.0 acres of new surface disturbance involved with the planned exploration work. A Plan of Operations can take several months to be approved, depending on the nature of the intended work, the level of reclamation bonding required, the need for archeological surveys, and other factors as may be determined by the BLM. With regard to the state mineral prospecting permit, The Company is authorized to locate on the ground past drill holes, adits, trenches and pits, complete a scintilometer survey, and conduct a sampling program including a bulk sample of 1,000 pounds for leach test. The Company is not currently authorized to conduct exploration drilling on the state lease. Any future drilling on the state mineral prospecting permit will require the Company to file environmental documentation under the California Environmental Quality Act.

The Coso property and the surrounding region is located in an arid environment in the rain shadow of the Sierra Nevada mountains. The property is located near the western margin of the Basin and Range province, a large geologic province in western North America characterized by generally north-south trending fault block mountain ranges separated by broad alluvial basins. The geology of the area includes late Jurassic granite bedrock overlain by the Coso Formation, which consists of interfingered gravels, arkosic sandstone, and rhyolitic tuff. The Coso Formation is overlain by a series of lakebed deposits and volcanic tuffs.

Uranium mineralization at the Coso Property occurs primarily as disseminated deposits in the lower arkosic sandstone/fanglomerate member of the Coso Formation and along silicified fractures and faults within the granite. Uranium mineralization appears to have been deposited by hudrpthermal fluids moving along fractures in the granite and the overlying Coso Formation. Mineralization is often accompanied by hermatite staining, silicification, and dark staining from sulfides. Autinite is the only positively identified uranium mineral in the area. The main uranium anomalies are found within the basal arkose of the lower Coso Formation and the immediately adjacent granitic rocks.

F-15

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

NOTE 4 - MINERAL CLAIMS (continued)

Uranium exploration has been occurring in the area since the 1950s by a number of mining companies, including Coso Uranium, Inc., Ontario Minerals Company, Western Nuclear, Pioneer Nuclear, Federal Resources Corp., and Union Pacific/RockyMountain Energy Corp. Previous uranium exploration and prospecting on the Coso property includes geologic mapping, pitting, adits, radon cup surveys, airbone geophysics and drilling. Our preliminary field observations of the geology and historical working appear to corroborate the historical literature. These historical exploration programs have identified specific exploration targets on the property. All previous work has been exploratory in nature and no mineral extraction or processing facilities have been constructed. The exploration activities have resulted in over 400 known exploration holes, downhole gamma log data on the drill holes, chemical assay data, and airborne radiometric surveys, and metallurgical testing to determine amenability to leaching.

The property is undeveloped, and there are no facilities or structures. There are a number of adits and trenches from previous exploration activities as well as more than 400 exploration drill holes.

The last major exploration activities on the Coso Property occurred during a drilling campaign in the mid-1970s. As of March 31, 2011, the Company had conducted field reconnaissance and mineral sampling on the property, but has not conducted any drilling of geophysical surveys. The Company plans to locate and identify the uranium anomalies targeted by previous exploration for further evaluation. If feasible old drill holes in prospective areas will e re-entered and logged by down-hole radiometric probes to identify zones and grades of subsurface uranium mineralization.

Power is available from the Mono Power Company transmission lines, which parallel U.S. highway 395. As of March 31, 2011the water source had not yet been determined.

As of March 31, 2011, an exploration timetable and budget had not yet been developed and there were no current detailed plans to conduct exploration on the property.

As of March 31, 2011, the Company did not have a sample collection.

With regard to the state mineral prospecting permit, the Company is currently authorized to locate on the ground past drill holes, adits trenches and pits, complete a scintilometer survey, and conduct a sampling program including a bulk sample of 1000 pounds for leach test. The Company is not currently authorized to conduct exploration drilling on the state lease. Any future drilling on the state mineral prospecting permit will require the Company to file environmental documentation under the California Environmental Quality Act.

The Coso Property does not currently have any known reserves. All activities undertaken and currently proposed at the Coso Property are exploratory in mature.

BLYTHE

The Blythe project is located in the southern McCoy Mountains in Riverside County, California approximately 15 miles west of the community of Blythe. It consists of 66 lode mining claims (the NPG Claims) covering 1320 acres of BLM land.

On December 24, 2009, as a result of the Exchange, the Company acquired a 100% interest (minus a 3% Net Smelter Return Royalty) in the Blythe Property. Prior to our acquisition, Green Energy acquired the project on November 30, 2009.

The Blythe property is located in an arid environment within the Basin and Range Province. The southern McCoy Mountains are composed of Precambrian metasediments, including meta-conglomerates, grits, quartzities and minor interbedded shales.

A number of companies have worked on the Blythe uranium property during the 1950s through the 1980s. Several shipments of ore were reportedly shipped from the property.

The Blythe Prospect occurs in the southern McCoy Mountains, which are composed of Precambrian metasediments, including meta-conglomerates, grits, quartzites and minor interbedded shales.

F-16

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

NOTE 4 - MINERAL CLAIMS (continued)

A number of companies have worked on the Blythe uranium property during the 1950s through the 1980s. Several shipments of ore were reportedly shipped from the property.

As of March 31, 2011, the Company was still in the process of assessing the Blythe Property.

The Blythe Property does not currently have any known reserves. All activities undertaken and currently proposed at the Coso Property are exploratory in nature.

BRECCIA PIPE PROJECT

F-17

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

NOTE 4 - MINERAL CLAIMS (continued)

PROSPECT URANIUM

Secure Energy’s current assets include the following:

1.	Data package including historical exploration data including drill logs, surface samples, maps, reports and other information on various uranium prospects in North Dakota.

2.	Uranium Lease Agreement with Robert Petri, Jr. and Michelle Petri dated June 28, 2007. Location: Township 134 North, Range 100 West of the Fifth Principal Meridian. Sec. 30: Lots 1 (37.99), 2 (38.13), 3 (38.27), 4 (38.41) and E1/2 W1/2 and SE 1/4.

3.	Uranium Lease Agreement with Robert W. Petri and Dorothy Petri dated June 28, 2007. Location: Township 134 North, Range 100 West of the Fifth Principal Meridian. Sec. 30: Lots 1 (37.99), 2 (38.13), 3 (38.27), 4 (38.41) and E1/2 W1/2 and SE 1/4.

4.	Uranium Lease Agreement with Mark E. Schmidt dated November 23, 2007. Location: Township 134 North, Range 100 West of the Fifth Principal Meridian. Sec. 31: Lots 1 (38.50), 2 (38.54), 3 (38.58), 4 (38.62) and E1/2 W1/2, W1/2NE1/4, SE 1/4.

NOTE 5 – NOTE PAYABLE AND CONVERTIBLE PROMISSORY NOTES

Note Payable

On March 17, 2011, in connection with the execution of Membership Interests Sale Agreements of Secure Energy, the Company assumed a 12% $50,000 due on demand note from Prospect Uranium Inc. (see Note 2). As of March 31, 2011, the Company accrued interest of $8,000.

F-18

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

NOTE 5 – NOTE PAYABLE AND CONVERTIBLE PROMISSORY NOTES (continued)

Convertible Promissory Notes

Between October 15, 2010 and December 3, 2010, the Company issued secured convertible promissory notes in the aggregate principal amount of $100,000. The convertible promissory notes mature on the sixth month anniversary of the date of issuance and accrue interest at an annual rate of ten percent (10%). The convertible promissory notes are payable in full on the maturity date unless previously converted into shares of the Company’s common stock at an initial conversion price of $1.00 per share. In connection with these convertible promissory notes, the Company granted 50,000 shares of the Company’s common stock. The Company valued these common shares at the fair market value on the date of grant.

Additionally, based on the promissory note agreement, the holders of the convertible promissory notes shall have the right to convert the principal and any interest due under the convertible promissory notes into the shares of the Company issued and sold to investors in a Qualified Financing as defined in the convertible promissory note agreement, at a conversion price equal/similar to purchase price per share of the Qualified Financing securities paid by the investors in such financing.

In December 2010, the Company had a private placement qualified as Qualified Financing (discussed above) and thus a holder of $50,000 worth of convertible promissory note exercised its right under the agreement to have the outstanding principal of and accrued interest on such note converted into similar securities offered in the private placement/qualified financing. Convertible promissory note in the aggregate principal amount of $50,000 (plus $416 in accrued interest) converted into 100,833 units in the private placement on December 29, 2010. Such units include 100,833 shares of the Company’s common stock and a five year warrant to purchase 100,833 shares of the Company’s common stock at an exercise price of $0.50 per share.

In January 2011, the Company paid $50,000 plus interest of $2,250 in connection with the convertible promissory note issued in October 2010.

At the date of issuance, the Company allocated the proceeds received from such financing transaction to the convertible promissory note and the detached 50,000 shares of the Company’s common stock on a relative fair value basis in accordance with ASC 470 -20 “Debt with Conversion and Other Options”. Therefore the portion of proceeds allocated to the convertible debentures and the detached common stock amounted to $100,000 and was determined based on the relative fair values of each instruments at the time of issuance. Consequently the Company recorded a debt discount of $41,000 and is being amortized over the term of the convertible promissory notes. Additionally, in December 2010, the Company recognized additional debt discount of $35,000 from the conversion of $50,000 into similar securities offered in the private placement/qualified financing and such debt discount was amortized in December 2010.

The Company evaluated whether or not the convertible promissory notes contain embedded conversion features, which meet the definition of derivatives under ASC 815-15 “Accounting for Derivative Instruments and Hedging Activities” and related interpretations. The Company concluded that since the convertible promissory notes have a fixed conversion price of $1.00, the convertible promissory notes are not considered derivatives. During the fiscal year ended March 31, 2011, amortization of debt discount amounted to $76,000.

As of March 31, 2011, convertible promissory notes including accrued interest amounted to $0.

NOTE 6 - STOCKHOLDERS' EQUITY

The stockholders' equity section of the Company contains the following classes of capital stock as of March 31, 2011:

Common stock, $ 0.0001 par value: 200,000,000 shares authorized; 93,519,018 shares issued and outstanding.

Preferred stock, $0.0001 par value: 25,000,000 shares authorized; none issued and outstanding.

Common Stock

On December 21, 2009, the board of directors declared a dividend of an additional 11.2 shares of its common stock on each share of its common stock outstanding on December 21, 2009.

F-19

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

NOTE 6 - STOCKHOLDERS' EQUITY (continued)

On December 24, 2009, the Company entered into the Exchange with Green Energy and the shareholders of Green Energy. The shareholders of Green Energy transferred all of the issued and outstanding capital stock of Green Energy in exchange for the right to receive one share of American Energy common stock for each share of Green Energy common stock. Accordingly, an aggregate of 28,788,252 shares of American Energy common stock were issued to the shareholders of Green Energy.

On December 24, 2009, the Company sold in a private placement a total of 9,300,000 shares of common stock to 16 individuals for cash in the amount of $0.15 per share for a total $1,395,000.

On December 24, 2009, Julie Carter resigned as sole officer and director of the company and the Company transferred all of the outstanding capital stock of SplitCo to Julie Carter in exchange for the cancellation of 15,250,000 shares of American Energy common stock that she owned.

On March 19, 2010, the Company granted 350,000 shares of our common stock to Randall Reneau in consideration for his services as the Company's then-Chairman of the Board of Directors. During the quarter ended September 30, 2010 these shares were issued. Randall Reneau served as Chairman from March 19, 2010 until his resignation on November 9, 2010.

On April 26, 2010, the Company entered into a purchase and royalty agreement whereby the Company purchased a 100% interest in certain 86 unpatented lode mining claims located in Mohave County, Arizona. The purchase price of these mining claims was $65,000 in cash and 200,000 shares of the Company’s common stock. The Company valued these common shares at the fair market value on the date of grant at $0.85 per share or $170,000, and as of March 31, 2011, these shares have not been issued. These shares were issued in July 2011.

The Company executed an investor relations agreement in July 2010 pursuant to which it is required to issue 2,000,000 shares of common stock to the consultant in consideration for certain investor relation services. The Company valued these common shares at the fair market value on the date of grant at $0.46 per share or $920,000. Accordingly, the Company recognized stock based consulting expense of $920,000.

On September 1, 2010, the Company entered into consulting agreements with four consultants whereby the Company agreed to issue an aggregate of 800,000 shares of its common stock (200,000 shares per consultant) in consideration for certain services related to business development, financial management and communications. The Company valued these common shares at the fair market value on the date of grant at $0.60 per share or $480,000. Accordingly, the Company recognized stock based consulting expense of $480,000.

Between October 15, 2010 and December 3, 2010, the Company issued secured convertible promissory notes in the aggregate principal amount of $100,000. In connection with these convertible promissory notes, the Company granted 50,000 shares of the Company’s common stock. The Company valued these common shares at the fair market value on the date of grant of $41,000(see Note 5). As of March 31, 2011, these shares have not been issued. These shares were issued in August 2011.

On December 29, 2010 the holder of $50,000 worth of convertible promissory note exercised its right under the note agreement to have the outstanding principal of and accrued interest on such note converted into similar securities offered in the private placement held in December 2010. Convertible promissory note in the aggregate principal amount of $50,000 (plus $416 in accrued interest) converted into 100,833 Units in the private placement on December 29, 2010. Such units include 100,833 shares of the Company’s common stock and five year warrant to purchase 100,833 shares of the Company’s common stock at an exercise price of $0.50 per share. Additionally, the Company recognized additional debt discount of $35,000 from the conversion of $50,000 into similar securities offered in the private placement/qualified financing and such debt discount was amortized in December 2010.

On December 3, 2010, the Company sold an aggregate of 200,000 units for $0.50 per unit pursuant to a private placement for net proceeds of $100,000. In connection with this private placement, the Company issued 200,000 shares of common stock and 200,000 warrants exercisable at a price of $0.50 per share underlying the units. The purchase warrants expire in five years from the date of the warrant. The units were sold to Joshua Bleak, the Company’s President and Daniel Bleak, the Company’s director.

F-20

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

NOTE 6 - STOCKHOLDERS' EQUITY (continued)

On December 29, 2010, the Company sold in a private placement a total of 4,000,000 units to 2 investors at a purchase price of $0.50 per unit, with each unit consisting of (i) one share of the Company’s common stock per value $0.0001 per share and (ii) a five (5) year warrant to purchase one share of the Company’s common stock at a per share exercise price of $0.50. The Company sold units consisting of an aggregate of 4,000,000 shares of common stock and granted 4,000,000 warrants to investors exercisable at a price of $0.50 per share for net proceeds of $1,701,233. The purchase warrants expire in five years from the date of the warrant. In connection with this private placement, the Company paid in cash private placement commissions of approximately $238,767 and legal fees of $60,000. The placement agent also received 800,000 warrants as compensation for serving as placement agent which are exercisable at a price of $.50 per share and expire in five years from the date of the warrant.

As further consideration for the sale of the 4,000,000 Units above, the Company and the Investors entered into a registration rights agreement pursuant to which the Company has agreed to file a “resale” registration statement with the Securities and Exchange Commission (“SEC”) covering all shares of the Company’s common stock included within the Units sold in the Offering and underlying any Warrants as well as the shares underlying the warrants issued to the placement agent. The Company will maintain the effectiveness of the “resale” registration statement from the effective date until the later of; (i) the expiration date of the Warrants; (ii) the date on which the Warrants may be exercised on a "cashless" or "net exercise" basis; or (iii) the Cancellation Date (as defined in the Warrants), unless all securities registered under the registration statement have been sold or are otherwise able to be sold pursuant to Rule 144. The Company has agreed to use its reasonable best efforts to have the registration statement declared effective within 180 days. The Company is obligated to pay to investors in the Offering a fee of 1% per month of the investors’ investment, payable in cash, up to a maximum of 6%, for each month in excess of the Effectiveness Deadline that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to pay any such liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to “Rule 415”, provided the Company registers at such time the maximum number of shares of common stock permissible upon consultation with the staff of the SEC.

Between February 18, 2011 to March 7, 2011, the Company sold in a private placement a total of 31,839,930 units to certain investors at a purchase price of $0.50 per unit, with each unit consisting of (i) one share of the Company’s common stock per value $0.0001 per share and (ii) a five (5) year warrant to purchase one share of the Company’s common stock at a per share exercise price of $0.50. The Company sold units consisting of an aggregate of 31,839,930 shares of common stock and granted 31,839,930 warrants to investors exercisable at a price of $0.50 per share for net proceeds of $14,332,600. The purchase warrants expire in five years from the date of the warrant. In connection with these private placements, the Company paid in cash private placement commissions and broker fees of approximately $1,452,365 and legal fees of $135,000. The placement agent also received 6,367,986 warrants as compensation for serving as placement agent which are exercisable at a price of $.50 per share and expire in five years from the date of the warrant.

As further consideration for the sale of the 31,839,930 Units above, the Company and the Investors entered into a registration rights agreement, pursuant to which the Company has agreed to file a “resale” registration statement with the SEC covering all shares of the Common Stock sold in the Offering and underlying any Warrants, as well as Common Stock underlying the warrants issued to the placement agent(s) within 60 days. The Company has agreed to maintain the effectiveness of the registration statement from the effective date until all securities have been sold or are otherwise able to be sold pursuant to Rule 144. The Company has agreed to use its reasonable best efforts to have the registration statement declared effective within 120 days. The Company is obligated to pay to Investors a fee of 1% per month of the Investors’ investment, payable in cash, for every thirty (30) day period up to a maximum of 6%, (i) following the Filing Date that the registration statement has not been filed and (ii) following the Effectiveness Deadline that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to pay any such liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to “Rule 415”, provided the Company registers at such time the maximum number of shares of common stock permissible upon consultation with the staff of the SEC

F-21

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

NOTE 6 - STOCKHOLDERS' EQUITY (continued)

On March 17, 2011, the Company entered into Membership Interests Sale Agreements with Prospect Uranium Inc., a Nevada corporation and Gordon R. Haworth for the purchase of 51.35549% and 24.32225% of the membership interests of Secure Energy LLC, a North Dakota limited liability company. The Company paid $60,000 cash and issued 2,725,000 shares of the Company’s common stock to Prospect and assumed certain obligations and liabilities of Prospect in the approximate amount of $80,000, and issued 975,000 shares of the Company’s common stock to Haworth. Upon closing of this transaction on March 17, 2011, Secure Energy became a majority-owned subsidiary of the Company. The purchase consideration included $60,000 in cash and 3.7 million shares of the Company’s stock valued at the fair market value on the date of grant of $0.80 per share or $2,960,000 thus a total purchase price of $3,020,000.

On December 28, 2010, the Company and an affiliated consulting company entered into a 9 month investor and public relations consulting agreement in consideration for a consulting fee of $200,000. In March 2011, this agreement was amended pursuant to which the consulting fee was amended to 600,000 shares of the Company’s common stock and a cash payment of $275,000 from $200,000. On June 14, 2011, the Company appointed to the board of directors of the Company, Jonathan Braun, who is the President of the affiliated consulting company. The Company valued these common shares at the fair market value on the date of grant at $1.24 per share or $744,000. Accordingly, the Company recognized stock based consulting expense of $248,000 and prepaid expense of $496,000 in connection with the 600,000 shares during the fiscal year ended March 31, 2011. These shares were issued in April 2011.

As of March 31, 2011, the Company had 93,519,018 shares of common stock issued and outstanding and 850,000 shares of common stock to be issued.

Common Stock Options

On March 19, 2010, the Company granted 750,000 10-year options to purchase shares of common stock at $0.25 per share to a former officer of the Company which was subject to a vesting schedule based on the recipient's continued employment. The 750,000 options were valued on the grant date at $0.15 per option or a total of $112,500 using a Black-Scholes option pricing model with the following assumptions: stock price of $0.15 per share (based on recent sales of the Company’s common stock in a private placement), volatility of 237% (estimated using volatilities of similar companies), expected term of 10 years, and a risk free interest rate of 3.70%.

On April 1, 2010, the Company granted an aggregate of 2,350,000 10-year options to purchase shares of common stock at $0.25 per share to three officers and one employee of the Company which are subject to a vesting schedule based on the recipient's continued employment. The 2,350,000 options were valued on the grant date at $0.15 per option or a total of $352,500 using a Black-Scholes option pricing model with the following assumptions: stock price of $0.15 per share (based on recent sales of the Company’s common stock in a private placement), volatility of 236% (estimated using volatilities of similar companies), expected term of 10 years, and a risk free interest rate of 3.89%.

On October 6, 2010, the Company granted 150,000 10-year options to purchase shares of common stock at $0.25 per share to a director of the Company which is subject to a vesting schedule based on the recipient's continued employment. The 150,000 options were valued on the grant date at $0.77 per option or a total of $115,500 using a Black-Scholes option pricing model with the following assumptions: stock price of $0.77 per share, volatility of 239% (estimated using volatilities of similar companies), expected term of 10 years, and a risk free interest rate of 2.41%.

For the fiscal year ended March 31, 2011, the Company recorded stock-based compensation expense of $174,850. At March 31, 2011, there was $315,650 of total unrecognized compensation expense related to non-vested option-based compensation arrangements under the 2010 Plan.

F-22

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

NOTE 6 - STOCKHOLDERS' EQUITY (continued)

On April 1, 2010, the Company granted an aggregate of 1,000,000 10-year options to purchase shares of common stock at $0.25 per share to three consultants which are subject to a vesting schedule based on the recipient's continued service. The 1,000,000 options were valued on the grant date at $0.15 per option or a total of $150,000 using a Black-Scholes option pricing model with the following assumptions: stock price of $0.15 per share (based on recent sales of the Company’s common stock in a private placement), volatility of 236% (estimated using volatilities of similar companies), expected term of 10 years, and a risk free interest rate of 3.89%.

On October 1, 2010, the Company granted 60,000 10-year options to purchase shares of common stock at $0.25 per share to a consultant which is subject to a vesting schedule based on the recipient's continued service. The 60,000 options were valued on the grant date at $0.75 per option or a total of $45,000 using a Black-Scholes option pricing model with the following assumptions: stock price of $0.77 per share, volatility of 239% (estimated using volatilities of similar companies), expected term of 10 years, and a risk free interest rate of 2.54%.

On March 1, 2011, in connection with a consulting agreement, the Company agreed to issue 4,000,000 10-year options to purchase shares of common stock at $0.25 per share to an affiliated company for which our Director, Daniel Bleak is the President, which is subject to a vesting schedule based on the recipient's continued service and advance $50,000 in cash based on the consulting agreement. On March 31, 2011, the Company entered into a termination agreement, whereby both parties agreed, that the Company has no obligation to pay any portion of the consulting fee of $50,000 and 4,000,000 options and that immediately upon execution of this termination agreement, the affiliated company shall return the advance of $50,000 to the Company.

For the fiscal year ended March 31, 2011, the Company recorded stock-based consulting expense of $61,750 on options granted.

During the fiscal year ended March 31, 2011, 1,125,000 options were forfeited in accordance with the termination of employee and consultant relationships.

A summary of the stock options as of March 31, 2011 and 2010 and changes during the period are presented below:


	Number of Options		Weighted Average Exercise Price	Weighted Average Remaining Contractual Life (Years)
Balance at inception	-	$	-	-
Granted	750,000		0.15	10
Exercised	-		-	-
Forfeited	-		-	-
Balance at March 31, 2010	750,000	$	0.15	10
Granted	7,560,000		0.25	10
Exercised	-		-	-
Forfeited	(1,125,000)		0.20	9.30
Cancelled	(4,000,000)		0.25	10
Balance outstanding at March 31, 2011	3,185,000	$	0.25	9.50

Options vested and exercisable at March 31, 2011	1,161,000	$	0.24
Weighted average fair value of options granted during the period		$	0.76

Stock options outstanding at March 31, 2011as disclosed in the above table have approximately $1,608,000 intrinsic value at the fiscal year end.

F-23

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

NOTE 6 - STOCKHOLDERS' EQUITY (continued)

Common Stock Warrants

In December 2009, in connection with the sale of the Company’s common shares, the Company granted 4,650,000 warrants to investors exercisable at a price of $0.40 per share. The purchase warrants expire in two years from the date of the warrant.

In December 2010, in connection with the sale of the Company’s common shares, the Company granted 4,200,000 warrants to investors exercisable at a price of $0.50 per share. The purchase warrants expire in five years from the date of the warrant. The placement agent also received 800,000 warrants as compensation for serving as placement agent which are exercisable at a price of $.50 per share and expire in five years from the date of the warrant.

On December 29, 2010 the holder of $50,000 worth of convertible promissory note elected to have the outstanding principal of and accrued interest on such note, on a dollar-for-dollar basis, exchanged into the private placement held in December 2010. Convertible promissory note in the aggregate principal amount of $50,000 (plus $416 in accrued interest) converted into 100,833 Units in the private placement on December 29, 2010. Such units include 100,833 shares of the Company’s common stock and a five year warrant to purchase 100,833 shares of the Company’s common stock at an exercise price of $0.50 per share.

Between February 2011 and March 2011, in connection with the sale of the Company’s common shares, the Company granted 31,839,930 warrants to investors exercisable at a price of $0.50 per share. The purchase warrants expire in five years from the date of the warrant. The placement agent also received 6,367,986 warrants as compensation for serving as placement agent which are exercisable at a price of $.50 per share and expire in five years from the date of the warrant.

On February 1, 2011, the Company granted 4,000,000 5-year warrants to purchase shares of common stock at $0.50 per share to a consultant in connection with an 11 month consulting agreement. The 4,000,000 warrants were valued on the grant date at approximately $0.68 per warrant or a total of approximately $2,713,000 using a Black-Scholes option pricing model with the following assumptions: stock price of $0.69 per share, volatility of 206% (estimated using volatilities of similar companies), expected term of 5 years, and a risk free interest rate of 2.02%. Accordingly, the Company recognized stock based consulting expense of $493,206 and prepaid expense of $2,219,426 during the fiscal year ended March 31, 2011.

A summary of the status of the Company's outstanding stock warrants as of March 31, 2011 and 2010 and changes during the periods then ended is as follows:


	Number of Warrants		Weighted Average Exercise Price
Balance at inception		-	$	-
Granted		4,650,000		0.40
Exercised/Forfeited		-		-
Balance at March 31, 2010		4,650,000	$	0.40
Granted		47,308,749		0.50
Exercised/Forfeited		-		-
Balance at March 31, 2011		51,958,749	$	0.49

Warrants exercisable at March 31, 2011		51,958,749	$	0.49
Weighted average fair value of options granted during the fiscal year end of March 31, 2011			$	1.13

F-24

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

NOTE 6 - STOCKHOLDERS' EQUITY (continued)

The following table summarizes information about stock warrants outstanding at March 31, 2011:

Warrants Outstanding and Exercisable
Range of Exercise Price		Number Outstanding at March 31, 2011		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price
$	0.40		4,650,000		0.75 Year	$	0.40
	0.50		47,308,749		4.89 Years		0.50
			51,958,749			$	0.49

NOTE 7 - ACQUISITION OF SECURE ENERGY LLC

On March 17, 2011, the Company entered into Membership Interests Sale Agreements with Prospect Uranium Inc., a Nevada corporation (“Prospect”) and Gordon R. Haworth (“Haworth”) for the purchase of 51.35549% and 24.32225% of the membership interests of Secure Energy LLC, a North Dakota limited liability company (“Secure Energy”). The Company paid $60,000 cash and issued 2,725,000 shares of the Company’s common stock to Prospect and assumed certain obligations and liabilities of Prospect in the approximate amount of $80,000, and issued 975,000 shares of the Company’s common stock to Haworth. Upon closing of this transaction on March 17, 2011, Secure Energy became a majority-owned subsidiary of the Company.

The purchase consideration included $60,000 in cash and 3.7 million shares of the Company’s stock valued at the fair market value on the date of grant at $0.80 per share thus a total purchase price of $3,020,000.

The Company accounted for the acquisition utilizing the purchase method of accounting in accordance with ASC 805 “Business Combinations”. The Company is the acquirer for accounting purposes and Secure Energy is the acquired company. Accordingly, the Company applied push–down accounting and adjusted to fair value all of the assets and liabilities directly on the financial statements of the subsidiary, Secure Energy. The net purchase price paid by the Company, was allocated to assets acquired and liabilities assumed on the records of the Company as follows:

Current assets (including cash of $41)	$	10,008
Prepaid expenses – long term portion		45,651
Goodwill		3,065,014

Liabilities assumed (including a 12% note payable of $50,000)		(100,673	)

Net purchase price	$	3,020,000

Prepaid expenses – long term portion acquired consist primarily of costs paid for future mineral lease payments after one year in connection with three Uranium lease agreements dated in year 2007. Such prepaid cost is associated with lease payments for year 2013 to 2017.

During fiscal year ended March 31, 2011, the Company recorded an impairment of goodwill of $3,065,014 associated with the acquisition of Secure Energy. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. Secure Energy has not generated future cash flows and has not generated revenues since its inception, has incurred losses and cash used in operations, management deemed the acquired goodwill to be impaired and wrote-off the goodwill on the acquisition date.

F-25

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

NOTE 7 - ACQUISITION OF SECURE ENERGY LLC (continued)

Unaudited pro forma results of operations data as if the Company and Secure Energy had occurred as of November 23, 2009, the inception date, are as follows:

	The Company and Secure Energy For the Fiscal Year ended March 31, 2011			The Company and Secure Energy From November 23, 2009 (Inception Date) to March 31, 2010
Pro forma revenues	$	-		$	-
Pro forma loss from operations		(8,034,373	)		(309,054	)
Pro forma net loss		(8,114,437	)		(308,017	)
Pro forma loss per share	$	(0.14	)	$	(0.01	)
Pro forma diluted loss per share	$	(0.14	)	$	(0.01	)

Pro forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at inception date or November 23, 2009 and is not intended to be a projection of future results.

NOTE 8 – RELATED PARTY TRANSACTIONS

On December 3, 2010, the Company sold an aggregate of 200,000 units for $0.50 per unit pursuant to a private placement for net proceeds of $100,000 to Joshua Bleak, the Company’s President and Daniel Bleak, the Company’s director. In connection with this private placement, the Company issued 200,000 shares of common stock and 200,000 warrants exercisable at a price of $0.50 per share underlying the units.

During the fiscal year ended March 31, 2011, the Company paid rent of $28,000 on a facility lease by an affiliated company for which our CEO/director, is the President. In April 2010, the Company entered into a month to month lease agreement whereby the rent for this office space is $1,500 per month. In June 2010, the rent was increased to $2,500 per month due to the lease of additional space.

On April 26, 2010, the Company entered into a purchase and royalty agreement with an affiliated company for which our Director, Daniel Bleak is the President. The Company purchased a 100% interest in certain 86 unpatented lode mining claims located in Mohave County, Arizona. The purchase price of these mining claims was $65,000 in cash and 200,000 shares of the Company’s common stock valued on the date of grant at $0.85 per share or $170,000. The Company will pay a 3% net smelter returns royalty on all uranium sales. The Company shall have the right to reduce the royalty from 3% to 0% by paying the aggregate sum of $1,500,000 ($500,000 for each 1%).

For the fiscal year ended March 31, 2011, the Company incurred $21,000 in accounting fees to a director of the Company, Bill Allred, which has been included in general and administrative expenses on the accompanying consolidated statement of operations.

For the fiscal year ended March 31, 2011, the Company incurred $38,000 in consulting fees to a director of the Company, Danny Bleak, which has been included in general and administrative expenses on the accompanying consolidated statement of operations.

F-26

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

NOTE 8 – RELATED PARTY TRANSACTIONS (continued)

NOTE 9 – INCOME TAXES

The Company accounts for income taxes under ASC Topic 740: Income Taxes which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carryforwards. ASC Topic 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. The Company has a net operating loss carryforward for tax purposes totaling approximately $3,175,000 at March 31, 2011, expiring through the year 2031. Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carryforwards after certain ownership shifts.

The table below summarizes the differences between the Company’s effective tax rate and the statutory federal rate as follows for the period ended:

	March 31, 2011			March 31, 2010
Tax benefit computed at “expected” statutory rate	$	(2,752,092	)	$	(100,757	)
State income taxes, net of benefit		(362,154	)		-
Permanent differences		993,057			-
Increase in valuation allowance		2,121,189			100,757
Net income tax benefit	$	-		$	-

The table below summarizes the differences between the Company’s effective tax rate and the statutory federal rate as follows for the period ended:

	March 31, 2011			March 31, 2010

Computed "expected" tax expense (benefit)		(34.0	)%		(34.0	)%
State income taxes		(7.0	)%		-
Other permanent differences		13.0	%		-
Change in valuation allowance		28.0	%		34.0	%

Effective tax rate		0.0	%		0.0	%

F-27

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

NOTE 9 – INCOME TAXES (continued)

The Company has a deferred tax asset which is summarized as follows at March 31, 2011 and 2010, respectively:


Deferred tax assets:
Net operating loss carryover	$	1,281,076		$	100,757
Stock based compensation and other		940,870			-
Less: valuation allowance		(2,221,946	)		(100,757	)
Net deferred tax asset	$	-		$	-

After consideration of all the evidence, both positive and negative, management has recorded a full valuation allowance at March 31, 2011, due to the uncertainty of realizing the deferred income tax assets. The valuation allowance was increased by $2,121,189.

NOTE 10 – COMMITMENTS

Uranium Lease Agreements

In connection with the execution of the Membership Interests Sale Agreements of Secure Energy LLC, the Company acquired the following Uranium lease agreements:

Slope County, North Dakota, Lease 1 and 2

On June 28, 2007, the Company’s majority owned subsidiary, Secure Energy, LLC, signed a 20 year mining lease to develop and operate 472.8 acres of uranium mining properties in the Slope County, North Dakota. The Company prepaid the annual payment of $10 per net acre for eight years amounting to $36,717 at the date of signing. The Company will pay a production royalty of $0.75 per pound of all uranium sales.

Slope County, North Dakota, Lease 3

On November 23, 2007, the Company’s majority owned subsidiary, Secure Energy, LLC signed a 10 year mining lease, with right to extend an additional 10 years to develop and operate 554.24 acres of uranium mining properties in the Slope County, North Dakota. The Company prepaid the annual payment of $10 per net acre for ten years amounting to $53,775 at the date of signing. The Company will pay a production royalty of $0.75 per pound of all uranium sales or 5% of net proceeds from the sale of uranium bearing ores.

Royalty agreements

F-28

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

NOTE 11 – SUBSEQUENT EVENTS

On April 8, 2011, the Company entered into a 90 day consulting agreement whereby the Company agreed to issue 750,000 shares of its common stock in consideration for certain services related to investor relations. The Company valued these common shares at the fair market value on the date of grant at $0.59 per share or $442,500.

On May 27, 2011, the Company entered into purchase and sale agreement (the “Agreement”) with Absaroka Stone LLC (“Absaroka”) pursuant to which the Company has agreed to purchase certain unpatented mining claims commonly known as the “Uinta County (Carnotite) Uranium Prospect” located in the Uinta County of Wyoming (the “Property” and the transaction, the “Mining Purchase”). Pursuant to the terms of the Agreement, Absaroka agreed not to stake for its own account any additional mining claims within a fifteen mile radius of the Property. Any additional mining claims to be located within the fifteen (15) mile radius of the Property (the “Claim Body”) shall be located, staked and filed by the Company, at the Company’s expense and held in the Company’s name. In consideration for the purchase of the Property, the Company paid Absaroka $15,000 upon execution of the Agreement. Additionally, the Company agreed to spend a minimum of $200,000 relating to location, maintenance, exploration, development or equipping any one or more of the mining claims that comprise the Claim Body for commercial production within 24 months from the date of the Agreement. If the Company fails to incur a minimum of $200,000 in expenses related to the foregoing within 24 months, the Company shall pay an aggregate sum of $50,000 to Absaroka. Pursuant to the terms of the Agreement, the Company agrees to pay a 1% gross royalty (the “Royalty Payment”) to Absaroka on any revenues derived from the sale of all uranium-vanadium, gold, silver, copper and rare earth ores or concentrates produced from the Claim Body, up to an aggregate of $1,000,000. The Company has the option to eliminate the obligation of the Royalty Payment by paying Absaroka an aggregate payment of $1,000,000.

As of March 31, 2011, the Company had 850,000 shares of common stock to be issued. These shares were issued between April 2011 and August 2011.

On July 22, 2011, the Company, Sagebrush Gold Ltd (“Sage”) and Continental Resources Acquisition Sub, Inc., Sage’s wholly owned subsidiary (“Acquisition Sub”), entered into an asset purchase agreement (the “Agreement”) pursuant to which Acquisition Sub purchased substantially all of the assets of the Company (the “Asset Sale”) in consideration for (i) shares of Sage’s common stock (the “Shares”) which shall be equal to eight (8) Shares for every ten (10) shares of the Company’s common stock outstanding; (ii) the assumption of the outstanding warrants to purchase shares of the Company’s common stock such that Sage shall deliver to the holders of the Company’s warrants, warrants to purchase shares of Sage’s common stock (the “Warrants”) which shall be equal to one Warrant to purchase eight (8) shares of Sage’s common stock for every warrant to purchase ten (10) shares the Company’s common stock outstanding at an exercise price equal to such amount as is required pursuant to the terms of the outstanding warrants, and (iii) the assumption of the Company’s 2010 Equity Incentive Plan and all options granted and issued thereunder such that Sage shall deliver to the Company’s option holders, options (the “Options”) to purchase an aggregate of such number of shares of Sage’s common stock issuable under Sage’s equity incentive plan which shall be equal to one option to purchase eight (8) shares of Sage’s common stock for every option to purchase ten (10) shares of the Company’s common stock outstanding with a strike price equal to such amount as is required pursuant to the terms of the outstanding option. The exercise price of the Warrants and the strike price and Options shall be determined and certified by an officer of Sage. Upon the closing of the Asset Sale, Acquisition Sub will assume the Assumed Liabilities (as defined in the Agreement) of the Company.

Under the terms of the Agreement, Sage purchased from the Company substantially all of the Company’s assets, including, but not limited to, 100% of the outstanding shares of common stock of the Company’s wholly-owned subsidiaries (CPX Uranium, Inc., Green Energy Fields, Inc., and ND Energy, Inc.) as defined in the agreement. The acquired assets include approximately $13 million of cash.

F-29

CONTINENTAL RESOURCES GROUP, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS AMERICAN ENERGY FIELDS, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

NOTE 11 – SUBSEQUENT EVENTS (continued)

of a majority of the stockholders of the Company. A majority of the stockholders of the Company approved the Agreement by written consent on or about July 21, 2011. There can be no assurance that the transaction will be tax free to any particular stockholder or the ability or timing of receipt of all approvals necessary to liquidate. The Agreement constitutes a plan of reorganization within the meaning of Treasury Regulations Section 1.368-2(g) and constitutes a plan of liquidation of the Company. The Company is expected to liquidate on or prior to July 1, 2012. Sage has agreed to file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) in connection with liquidation of the Company no later than thirty (30) days following the later of the closing date of the Asset Sale or such date that the Company delivers to Sage its audited financial statements for the fiscal year ended March 31, 2011. The Company will subsequently distribute the registered Shares to its shareholders as part of its liquidation. Sage agreed to use its best efforts to cause such registration to be declared effective within twelve months following the closing date of the Asset Sale. Sage has agreed to pay liquidated damages of 1% per month, up to a maximum of 5%, in the event that Sage fails to file or is unable to cause the registration statement to be declared effective.

On July 18, 2011, the Company purchased an unsecured 6% promissory note (the “Note”) from Sage for an aggregate purchase price of $2,000,000. The Note matures six (6) months from the date of issuance.

F-30

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of March 31, 2011, the fiscal year end covered by this report, our management concluded its evaluation of the effectiveness of the design and operation of our disclosure controls and procedures.

Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.

Our management does not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

With respect to the fiscal year ending March 31, 2011, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934. Based upon our evaluation regarding the fiscal year ending March 31, 2011, our management, including Mr. Joshua Bleak, our principal executive officer and Mr. David Lieberman, our principal financial officer, has concluded that its disclosure controls and procedures were not effective due to our limited internal audit functions.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. Our management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Management assessed the effectiveness of our internal control over financial reporting as of March 31, 2011. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. During our assessment of the effectiveness of internal control over financial reporting as of March 31, 2011, management identified significant deficiencies related to (i) our internal audit functions and (ii) a lack of segregation of duties within accounting functions. Therefore, our internal controls over financial reporting were not effective as of March 31, 2011.

Management has determined that our internal audit function is significantly deficient due to insufficient qualified resources to perform internal audit functions.

Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, we will implement procedures to assure that the initiation of transactions, the custody of assets and the recording of transactions will be performed by separate individuals.

We believe that the foregoing steps will remediate the significant deficiency identified above, and we will continue to monitor the effectiveness of these steps and make any changes that our management deems appropriate. Due to the nature of this significant deficiency in our internal control over financial reporting, there is more than a remote likelihood that misstatements which could be material to our annual or interim financial statements could occur that would not be prevented or detected.

A material weakness (within the meaning of PCAOB Auditing Standard No. 5) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company’s financial reporting.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the fourth quarter of the year ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Executive Officers and Directors

The following persons are our executive officers and directors and hold the positions set forth opposite their respective names.

Name	Age	Positions with the Company
Joshua Bleak	31	Chief Executive Officer, President and Director
David Lieberman	67	Acting Chief Financial Officer
Bill Allred	74	Director
Daniel Bleak	54	Director
Jonathan Braun	61	Director

Biographies

Joshua Bleak, Chief Executive Officer, President and Director

Mr. Bleak has been our director and Chief Executive Officer, President, and Treasurer since December 24, 2009. From December 24, 2009 to February 1, 2010, Mr. Bleak also served as our Chief Financial Officer. Since May 2009, he has served as the President and a director of Southwest Exploration Inc., an exploration and mining company. Since October 2008, he has served as the President and director of North American Environmental Corp., a consulting company to exploration companies. From February 2007 to September 2008, he served as Manager of NPX Metals, Inc., an exploration and mining company. Since January 2005 he has served as Secretary and a director of Pinal Realty Investments Inc., a real estate development company. Since January 11, 2011, Mr. Bleak has served as Chief Executive Officer and Director of Passport Potash, Inc. Mr. Bleak’s qualification to serve on our Board of Directors is based on his experience in the mining industry in general.

David Lieberman, Acting Chief Financial Officer

Mr. Lieberman has been our acting Chief Financial Officer since February 1, 2010 and has been a Certified Public Account with professional experience dating back to 1970. From January 2008 to the present, Mr. Lieberman has served as Director and CFO for Datascension, Inc., a publicly traded company with revenues in excess $20 million. From August 2007 to December 2007, Mr. Lieberman served as a consultant to Datascension, Inc. From October, 2006 to September, 2007 Mr. Lieberman served as Director, COO, and CFO for Dalrada Financial Corporation. He consulted for John Goyak & Associates from December 2002 until June 30, 2003 when he accepted the position as CFO effective July 1, 2003 and resigned September 30, 2006. John Goyak & Associates is a privately held company that provides consulting services to the aerospace industry. Mr. Lieberman graduated from University of Cincinnati with a BBA in 1967.

Bill Allred, Director

Mr. Allred has worked as a certified public account with his own private accounting practice, Billie J. Allred, CPA, from 1979 to the present. Mr. Allred has served as the Deputy Auditor general for the state of Arizona from 1976 to 1979 and was an audit manager in the Los Angeles and Phoenix offices of Ernst & Young from 1958 to 1968. Mr. Allred received his Bachelor of Science Degree in Accounting from Brigham Young University in 1958 and his A.A. Degree in Business from Eastern Arizona College in 1956. Based on the foregoing, Mr. Allred was chosen to serve as a director.

Daniel Bleak, Director

Daniel Bleak has served on the board of directors and as an officer on a number of mining, mineral exploration, and real estate companies. He has served a director of Southwest Exploration, Inc. since 2009, as President and Director of Pinal Realty Investments, Inc. since 2006, as President and a Director of NPX Metals, Inc., a resource acquisition company, since 2006, and as President and Director of Black Mountain Mining Company since 2000. Mr. Bleak has 30 years of experience in mineral exploration and development and has managed a broad range of exploration projects throughout North America, has discovered several producing mineral deposits, and has been instrumental in developing the current market for decorative rock and industrial materials in the southwestern U.S. Mr. Bleak was chosen to serve as a director based on his general industry knowledge.

Jonathan Braun, Director

Mr. Braun was appointed as a director of the Company on June 14, 2011. Mr. Braun has been a principal of Marinex Media, Inc. since he founded it in 2008 and has been the principal of Vermont Line Industries since he co-founded it in 2006. From 2003 to 2008, Mr. Braun was the managing partner of The Badner Group and the Chief Executive Officer of Obedin Weise. From 1998 to 2002, Mr. Braun was the Chief Executive Officer (and founder) of Medium4.com. Mr. Braun received his M.S. from The Graduate School of Journalism at Columbia University in 1972 and his B.A. in Political Science from The City College of New York in 1971. Mr. Braun was chosen to be a director of the Company based on his experience in corporate management.

The Company and Marinex Media, Inc. are parties to a consulting agreement pursuant to which Marinex Media, Inc. will provide certain investor and public relations services in consideration for 600,000 shares of the Company's common stock and $275,000 in cash. Mr. Braun is a principal and founder of Marinex Media, Inc.

Family Relationships

Daniel Bleak, our director, is the father of Joshua Bleak, our Chief Executive Officer and director.

Director or Officer Involvement in Certain Legal Proceedings

Our directors and executive officers were not involved in any legal proceedings as described in Item 401(f) of Regulation S-K in the past ten years.

Directors’ and Officers’ Liability Insurance

We have directors’ and officers’ liability insurance insuring our directors and officers against liability for acts or omissions in their capacities as directors or officers, subject to certain exclusions. Such insurance also insures us against losses, which we may incur in indemnifying our officers and directors. In addition, we have entered into indemnification agreements with key officers and directors and such persons shall also have indemnification rights under applicable laws, and our articles of incorporation and bylaws.

Corporate Governance

Meetings and Committees of the Board of Directors

Our Board of Directors did not hold any formal meeting during the year ended March 31, 2011.

We currently do not maintain any committees of the Board of Directors. Given our size and the development of our business to date, we believe that the board through its meetings can perform all of the duties and responsibilities which might be contemplated by a committee.

Except as may be provided in our bylaws, we do not currently have specified procedures in place pursuant to which whereby security holders may recommend nominees to the Board of Directors.

Board Leadership Structure and Role in Risk Oversight

Although we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have traditionally determined that it is in the best interests of the Company and its shareholders to separate these roles. Mr. Bleak has served as our Chief Executive Officer since the Exchange. Randall Reneau served as Chairman from March 19, 2010 until his resignation on November 9, 2010. We have not filled the position of Chairman since Mr. Reneau’s resignation. We believe it is in the best interest of the Company to have the Chairman and Chief Executive Officer roles separated because it allows us to separate the strategic and oversight roles within our board structure.

Our Board of Directors is primarily responsible for overseeing our risk management processes. The Board of Directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. The Board of Directors focuses on the most significant risks facing our company and our company’s general risk management strategy, and also ensures that risks undertaken by our company are consistent with the Board’s appetite for risk. While the Board oversees our company, our company’s management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our Board leadership structure supports this approach.

Director Independence

We currently have four directors serving on our Board of Directors, Mr. Joshua Bleak, Mr. Daniel Bleak, Mr. Jonathan Braun and Mr. Bill Allred. We are not a listed issuer and, as such, are not subject to any director independence standards. Using the definition of independence set forth in the rules of the NYSE AMEX, Mr. Allred and Mr. Braun would be considered independent directors of the Company.

Code of Ethics

We have not yet adopted a Code of Ethics although we expect to as we develop our infrastructure and business.

Board Diversity

While we do not have a formal policy on diversity, our Board considers diversity to include the skill set, background, reputation, type and length of business experience of our Board members as well as a particular nominee’s contributions to that mix. Although there are many other factors, the Board seeks individuals with experience on public company boards as well as experience with advertising, marketing, legal and accounting skills.

Board Assessment of Risk

Our risk management function is overseen by our Board. Our management keeps our Board apprised of material risks and provides our directors access to all information necessary for them to understand and evaluate how these risks interrelate, how they affect the Company, and how management addresses those risks. Mr. Joshua Bleak, a director and our chief executive officer works closely together with the Board once material risks are identified on how to best address such risk. If the identified risk poses an actual or potential conflict with management, our independent directors may conduct the assessment. The Board focuses on these key risks and interfaces with management on seeking solutions.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership of our common stock with the SEC. Based on the information available to us during 2011, we believe that all applicable Section 16(a) filing requirements were met on a timely basis.

Item 11. Executive Compensation.

Summary Compensation Table

The following information is related to the compensation paid, distributed or accrued by us for the year ended March 31, 2011 and the period from inception (November 23, 2009) through March 31, 2010 to our chief executive officer (principal executive officer) and the two other most highly compensated executive officers serving at the end of the last fiscal year whose compensation exceeded $100,000 (the “Named Executive Officers”). The value attributable to any Option Awards reflects the grant date fair values of stock awards calculated in accordance with FASB Accounting Standards Codification Topic 718. As described further in Note 6 – Stockholders’ Equity – Common Stock Options to our consolidated fiscal year-end financial statements, a discussion of the assumptions made in the valuation of these option awards.

Summary Compensation Table

Name and principal position	Fiscal Year	Salary ($)	Stock Awards ($)	Option Awards ($)	All Other Compensation ($)	Total ($)

Joshua Bleak(3)	2010	--	-	55,000	24,000 (1)	24,000
CEO	2011	113,076	-	-	-	150,177

David Lieberman(4)	2010	-	-	13,750	15,000(2)	15,000
Acting CFO	2011	-	-	-	60,000 (2)	60,000

Julie Carter(5)	2010	-	-	-	-	-

(1) Paid to Mr. Bleak in consideration for his services as Chief Executive Officer

(2) Paid as a consulting fee pursuant to Mr. Lieberman’s consulting agreement dated February 1, 2010.

(3) Joshua Bleak was the Chief Executive Officer of Green Energy Fields, Inc. and was appointed the Chief Executive Officer and Chief Financial Officer of the Company on December 24, 2009. Mr. Bleak resigned as the Chief Financial Officer of the Company on February 1, 2010.

(4) David Lieberman was appointed acting Chief Financial Officer on February 1, 2010.

(5) Julie Carter resigned from her positions as Chief Executive Officer and Chief Financial Officer of the Company on December 24, 2009.

Named Executive Officer Compensations

On February 1, 2010, we entered into a consulting agreement with David Lieberman, pursuant to which he would serve as our acting Chief Financial Officer in consideration for $5,000 per month.

Outstanding Equity Awards At 2011 Fiscal Year-End

Listed below is information with respect to unexercised options, stock that has not vested and equity incentive awards for each Named Executive Officer as of March 31, 2011:


OUTSTANDING EQUITY AWARDS AT 2011 FISCAL YEAR-END MARCH 31, 2011
OPTION AWARDS					STOCK AWARDS

Name	Number of Securities Underlying Unexercised Options: (#) Exercisable	Number of Securities Underlying Unexercised Options: (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock that Have Not Vested (#)

Joshua Bleak	300,000	700,000	$0.25	April 1, 2010	700,000

David P. Lieberman	75,000	175,000	$0.25	April 1, 2010	175,000

Equity Compensation Plan Information

Our Board has adopted the 2010 Stock Incentive Plan (the “2010 Equity Plan”). The 2010 Equity Plan reserves 7,500,000 shares of common stock for grant to directors, officers, consultants, advisors or employees of the Company.

The following chart reflects the number of options or shares of restricted stock granted and the weighted average exercise price under our compensation plans as of March 31, 2011.

	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans

Equity compensation plans approved by security holders		2,810,000		0.25		4,690,000

Equity compensation plans not approved by security holders		0		0		0

Total		2,810,000		0.25		4,690,000

On April 1, 2010, shareholders representing a majority of the voting shares of the Company approved the 2010 Equity Incentive Plan (the “Plan”) and reserved 7,500,000 shares of Common stock for issuance pursuant to awards under the Plan. The Plan is intended as an incentive, to retain in the employ of, and as directors, officers, consultants, advisors and employees of the Company, persons of training, experience and ability, to attract new directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage the sense of proprietorship and to stimulate the active interest of such persons in the development and financial success of the Company and its subsidiaries. Under the Plan, we are authorized to issue incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and long term incentive awards. The Plan is administered by the Compensation Committee of our Board.

Director Compensation

During fiscal year end March 31, 2011we did not pay cash compensation to our directors for service on our Board.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following tables set forth certain information as of August 12, 2011 regarding the beneficial ownership of our common stock based on 95,119,018 shares of common stock issued and outstanding on August 12, 2011, by (i) each person or entity who, to our knowledge, owns more than 5% of our common stock; (ii) our executive officers; (iii) each director; and (iv) all of our executive officers and directors as a group. Unless otherwise indicated in the footnotes to the following table, each person named in the table has sole voting and investment power and that person’s address is c/o Continental Resources Group, Inc., 3266 W. Galveston Drive #101, Apache Junction, AZ 85120. Shares of common stock subject to options, warrants, or other rights currently exercisable or exercisable within 60 days of August 12, 2011, are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the stockholder holding such options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other stockholder.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)	Percent of Class (1)

Joshua Bleak (2)	2,525,000	2.6
David Lieberman (3)	100,000	*
Daniel Bleak (4)	3,650,000	3.8
Bill Allred (5)	30,000	*
Jonathan Braun	0	0
All directors and executive officers as a group (5 persons)	6,305,000	6.4

* Less than 1%.

(1)

Applicable percentages are based on 95,119,018 shares outstanding as of August 12, 2011. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. A person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days whether upon the exercise of options or otherwise. Shares of Common stock subject to options and warrants currently exercisable, or exercisable within 60 days after August 12, 2011, are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person.

(2)

Joshua Bleak is the President, Chief Executive Officer and Director of the Company. Includes 1,925,000 shares of common stock, warrants to purchase 100,000 shares of common stock with an exercise price of $0.50 per share and options to purchase 500,000 shares of the Company’s common stock at an exercise price of $0.25 per share. Does not include 500,000 options that have not yet vested.

(3)	David Lieberman is the Chief Financial Officer of the Company. Includes options to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.25 per share. Does not include options to purchase 150,000 shares of common stock that have not yet vested.

(4)

Daniel Bleak is a Director of the Company. Includes 3,050,000 shares of common stock, warrants to purchase 100,000 shares of common stock with an exercise price of $0.50 per share and options to purchase 500,000 shares of the Company’s common stock at an exercise price of $0.25 per share. Does not include 500,000 options that have not yet vested.

(5)	Bill Allred is a Director of the Company. Includes options to purchase 30,000 shares of the Company’s common stock at an exercise price of $0.25 per share. Does not include options to purchase 120,000 shares of common stock that have not yet vested.

Securities Authorized for Issuance Under Equity Compensation Plans

On April 1, 2010, we adopted our 2010 Equity Incentive Plan which reserved 7,500,000 shares of our common stock for issuances thereunder.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

On November 30, 2009, Green Energy entered into an agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations with CPX Uranium, Inc. and NPX Metals, Inc. for the purchase of certain mining assets in consideration for 2,000,000 shares of Green Energy’s common stock (which was exchanged for 2,000,000 shares of our common stock upon the closing of the Exchange) and a cash payment of $209,000. Daniel Bleak, the father of Joshua Bleak, our Chief Executive Officer, is the President of NPX Metals, Inc. Randall Reneau, the chairman of our board of directors, previously served as an independent director of NPX Metals, Inc. from 2008 to 2009.

On December 3, 2010, in connection with the Private Placement, we sold an aggregate of $100,000 worth of units to Joshua Bleak, our Chief Executive Officer and Daniel Bleak, our director.

On December 28, 2010, we entered into a 9 month investor and public relations consulting agreement in consideration for a consulting fee of $200,000 with an affiliated company. In March 2011, this agreement was amended pursuant to which the consulting fee was amended to 600,000 shares of the Company’s common stock and a cash payment of $275,000 from $200,000. On June 14, 2011, we appointed to the board of directors, Jonathan Braun, who is the President of the affiliated consulting company.

For the fiscal year ended March 31, 2011, we incurred $21,000 in accounting fees to our director, Mr. Bill Allred.

During the fiscal year ended March 31, 2011, we paid rent of $28,000 on a facility lease by an affiliated company for which our CEO/director is the President. In April 2010, we entered into a month to month lease agreement whereby the rent for this office space is $1,500 per month. In June 2010, the rent was increased to $2,500 per month due to the lease of additional space.

On March 1, 2011, in connection with a consulting agreement, we agreed to issue 4,000,000 10-year options to purchase shares of common stock at $0.25 per share to an affiliated company for which our Director, Daniel Bleak is the President, which is subject to a vesting schedule based on the recipient's continued service and advance $50,000 in cash based on the consulting agreement. On March 31, 2011, we entered into a termination agreement, whereby both parties agreed, that the Company has no obligation to pay any portion of the consulting fee of $50,000 and 4,000,000 options and that immediately upon execution of this termination agreement, the affiliated company shall return the advance of $50,000 to us.

For the fiscal year ended March 31, 2011, the Company incurred $38,000 in consulting fees to a director, Mr. Daniel Bleak.

Item 14. Principal Accountant Fees and Services.

Audit Fees

The aggregate fees billed by our principal accountant for the audit of our annual financial statements, review of financial statements included in the quarterly reports and other fees that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal year ended March 31, 2011 was $30,000.

Audit-Related Fees

The aggregate fees billed by our principal accountant for assurance and advisory services that were related to the performance of the audit or review of our financial statements for the fiscal year ended March 31, 2011 was $0.

Tax Fees

The aggregate fees billed for professional services rendered by our principal accountant for tax compliance, tax advice and tax planning for the fiscal years ended March 31, 2011 was $0.

All Other Fees

The aggregate fees billed for products and services provided by our principal accountant for the fiscal year ended March 31, 2011, other than for audit fees and tax fees, was $0.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

We do not currently have an Audit Committee. The policy of our Board of Directors, which acts as our Audit Committee, is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to our Board of Directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Board of Directors may also pre-approve particular services on a case-by-case basis.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

Exhibit No.		Description
2.1		Share Exchange Agreement dated as of December 24, 2009, by and among American Energy Fields, Inc., Green Energy Fields, Inc. and the shareholders of Green Energy Fields, Inc. (Incorporated herein by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on December 29, 2009)

3.1		Amended and Restated Certificate of Incorporation (Incorporated by reference to our Current Report on Form 8-K, filed with the SEC on December 24, 2009)

3.2		Amended and Restated Bylaws (Incorporated by reference to our Current Report on Form 8-K, filed with the SEC on December 24, 2009)

3.3		Certificate of Ownership and Merger (Incorporated herein by reference to our Current Report on Form 8-K filed on June 30, 2011)

3.4		Amended and Restated Bylaws (Incorporated herein by reference to our Current Report on Form 8-K filed on June 30, 2011)

10.1		Subscription Agreement dated December 24, 2009, by and among American Energy Fields, Inc. and the subscribers signatory thereto (Incorporated herein by reference to our Current Report on Form 8-K filed on December 29, 2009)

10.2		Form of Investor Warrant, dated December 24, 2009 (Incorporated herein by reference to our Current Report on Form 8-K filed on December 29, 2009)

10.3		Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations, dated December 24, 2009, by and between American Energy Fields, Inc. and Sienna Resources Holdings, Inc. (Incorporated herein by reference to our Current Report on Form 8-K filed on December 29, 2009)

10.4		Stock Purchase Agreement dated December 24, 2009, by and between American Energy Fields, Inc. and the purchases signatory thereto (Incorporated herein by reference to our Current Report on Form 8-K filed on December 29, 2009)

10.5		Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations, dated November 30, 2009, by and between CPX Uranium, Inc., NPX Metals, Inc. and Green Energy Fields, Inc. (Incorporated herein by reference to our Current Report on Form 8-K filed on December 29, 2009)

10.6		Consulting Agreement dated February 1, 2010 between American Energy Fields, Inc. and David Lieberman (Incorporated herein by reference to our Current Report on Form 8-K filed on February 3, 2010)

10.7		Letter Agreement dated March 19, 2010 between American Energy Fields, Inc. and Randall Reneau (Incorporated herein by reference to our Current Report on Form 8-K filed on March 24, 2010)

10.8	Purchase and Royalty Agreement between Green Energy Fields, and NPX Metals, Inc. (Incorporated herein by reference to our Quarterly Report on Form 10-Q filed on August 20, 2010)

10.9	Letter Agreement dated October 6, 2010 between American Energy Fields, Inc. and Bill Allred (Incorporated herein by reference to our Current Report on Form 8-K filed on October 13, 2010)

10.10	Form of Note(Incorporated herein by reference to our Current Report on Form 8-K filed on December 21, 2010)

10.11	Form of Subscription Agreement (Incorporated herein by reference to our Current Report on Form 8-K filed on January 5, 2011)

10.12	Form of Warrant(Incorporated herein by reference to our Current Report on Form 8-K filed on January 5, 2011)

10.13	Form of Registration Rights Agreement(Incorporated herein by reference to our Current Report on Form 8-K filed on January 5, 2011)

10.14	Form of Subscription Agreement (Incorporated herein by reference to our Current Report on Form 8-K filed on February 23, 2011)

10.15	Form of Warrant(Incorporated herein by reference to our Current Report on Form 8-K filed on February 23, 2011)

10.16	Form of Registration Rights Agreement(Incorporated herein by reference to our Current Report on Form 8-K filed on February 23, 2011)

10.17	Asset Purchase Agreement (Incorporated herein by reference to our Current Report on Form 8-K filed on February 23, 2011) LLC Membership Interest Sale Agreement dated March 17, 2011 between American Energy Fields, Inc. and Prospect Uranium,

10.18	Inc. (Incorporated herein by reference to our Current Report on Form 8-K filed on March 23, 2011)

10.19	LLC Membership Interest Sale Agreement dated March 17, 2011 between American Energy Fields, Inc., ND Energy Inc. and Gordon R. Haworth (Incorporated herein by reference to our Current Report on Form 8-K filed on March 23, 2011)

10.20	Purchase and Sale Agreement (Incorporated herein by reference to our Current Report on Form 8-K filed on June 3, 2011)

10.21	Promissory Note. *

10.22	Asset Purchase Agreement. *

10.23	Bill of Sale. *

10.24	Assignment and Assumption Agreement. *

10.25	Intellectual Property Assignment Agreement. *

21.1		List of Subsidiaries.

31.1		Section 302 Certification of Principal Executive Officer.

31.2		Section 302 Certification of Principal Financial Officer.

32.1		Section 906 Certification of Principal Executive Officer.

32.2		Section 906 Certification of Principal Financial Officer.

* Incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 22, 2011.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CONTINENTAL RESOURCES GROUP, INC.

Date: August 12, 2011	By:	/s/ Joshua Bleak
		Joshua Bleak President and Chief Executive Officer (Principal Executive Officer)


Date: August 12, 2011	By:	/s/ David P. Lieberman
		David P. Lieberman
		Acting Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Capacity	Date

/s/ Joshua Bleak	Director, President and Chief Executive Officer	August 12, 2011
Joshua Bleak	(Principal Executive Officer)


/s/ David P. Lieberman	Acting Chief Financial Officer	August 12, 2011
David P. Lieberman	(Principal Financial Officer and
	Principal Accounting Officer)

/ s/ Daniel Bleak	Director	August 12, 2011
Daniel Bleak

/ s/ Bill Allred		Director		August 12, 2011
Bill Allred

/ s/ Jonathan Braun		Director		August 12, 2011
Jonathan Braun

EXHIBIT INDEX

Exhibit No.		Description
2.1		Share Exchange Agreement dated as of December 24, 2009, by and among American Energy Fields, Inc., Green Energy Fields, Inc. and the shareholders of Green Energy Fields, Inc. (Incorporated herein by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on December 29, 2009)

3.1		Amended and Restated Certificate of Incorporation (Incorporated by reference to our Current Report on Form 8-K, filed with the SEC on December 24, 2009)

3.2		Amended and Restated Bylaws (Incorporated by reference to our Current Report on Form 8-K, filed with the SEC on December 24, 2009)

3.3		Certificate of Ownership and Merger (Incorporated herein by reference to our Current Report on Form 8-K filed on June 30, 2011)

3.4		Amended and Restated Bylaws (Incorporated herein by reference to our Current Report on Form 8-K filed on June 30, 2011)

10.1		Subscription Agreement dated December 24, 2009, by and among American Energy Fields, Inc. and the subscribers signatory thereto (Incorporated herein by reference to our Current Report on Form 8-K filed on December 29, 2009)

10.2		Form of Investor Warrant, dated December 24, 2009 (Incorporated herein by reference to our Current Report on Form 8-K filed on December 29, 2009)

10.3		Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations, dated December 24, 2009, by and between American Energy Fields, Inc. and Sienna Resources Holdings, Inc. (Incorporated herein by reference to our Current Report on Form 8-K filed on December 29, 2009)

10.4		Stock Purchase Agreement dated December 24, 2009, by and between American Energy Fields, Inc. and the purchases signatory thereto (Incorporated herein by reference to our Current Report on Form 8-K filed on December 29, 2009)

10.5		Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations, dated November 30, 2009, by and between CPX Uranium, Inc., NPX Metals, Inc. and Green Energy Fields, Inc. (Incorporated herein by reference to our Current Report on Form 8-K filed on December 29, 2009)

10.6		Consulting Agreement dated February 1, 2010 between American Energy Fields, Inc. and David Lieberman (Incorporated herein by reference to our Current Report on Form 8-K filed on February 3, 2010)

10.7		Letter Agreement dated March 19, 2010 between American Energy Fields, Inc. and Randall Reneau (Incorporated herein by reference to our Current Report on Form 8-K filed on March 24, 2010)

10.8	Purchase and Royalty Agreement between Green Energy Fields, and NPX Metals, Inc. (Incorporated herein by reference to our Quarterly Report on Form 10-Q filed on August 20, 2010)

10.9	Letter Agreement dated October 6, 2010 between American Energy Fields, Inc. and Bill Allred (Incorporated herein by reference to our Current Report on Form 8-K filed on October 13, 2010)

10.10	Form of Note(Incorporated herein by reference to our Current Report on Form 8-K filed on December 21, 2010)

10.11	Form of Subscription Agreement (Incorporated herein by reference to our Current Report on Form 8-K filed on January 5, 2011)

10.12	Form of Warrant(Incorporated herein by reference to our Current Report on Form 8-K filed on January 5, 2011)

10.13	Form of Registration Rights Agreement(Incorporated herein by reference to our Current Report on Form 8-K filed on January 5, 2011)

10.14	Form of Subscription Agreement (Incorporated herein by reference to our Current Report on Form 8-K filed on February 23, 2011)

10.15	Form of Warrant(Incorporated herein by reference to our Current Report on Form 8-K filed on February 23, 2011)

10.16	Form of Registration Rights Agreement(Incorporated herein by reference to our Current Report on Form 8-K filed on February 23, 2011)

10.17	Asset Purchase Agreement (Incorporated herein by reference to our Current Report on Form 8-K filed on February 23, 2011) LLC Membership Interest Sale Agreement dated March 17, 2011 between American Energy Fields, Inc. and Prospect Uranium,

10.18	Inc. (Incorporated herein by reference to our Current Report on Form 8-K filed on March 23, 2011)

10.19	LLC Membership Interest Sale Agreement dated March 17, 2011 between American Energy Fields, Inc., ND Energy Inc. and Gordon R. Haworth (Incorporated herein by reference to our Current Report on Form 8-K filed on March 23, 2011)

10.20	Purchase and Sale Agreement (Incorporated herein by reference to our Current Report on Form 8-K filed on June 3, 2011)

10.21	Promissory Note. *

10.22	Asset Purchase Agreement. *

10.23	Bill of Sale. *

10.24	Assignment and Assumption Agreement. *

10.25	Intellectual Property Assignment Agreement. *

21.1		List of Subsidiaries.

31.1		Section 302 Certification of Principal Executive Officer.

31.2		Section 302 Certification of Principal Financial Officer.

32.1		Section 906 Certification of Principal Executive Officer.

32.2		Section 906 Certification of Principal Financial Officer.

* Incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 22, 2011.

Continental Resources Group, Inc. - FORM 10-K - August 12, 2011

Attached files

Continental Resources Group, Inc. Reports