8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 30, 2007

GEORGIA EXPLORATION, INC.

(Exact name of registrant as specified in its charter)

000-52309

(Commission File Number)

Nevada	98-0489324
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

4801 Woodway Drive, Suite 306W, Houston, Texas, 77056

(Address of principal executive offices) (Zip Code)

(713) 355-7001

Registrant’s telephone number including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

p Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

p Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

p Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

p Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Georgia Exploration, Inc., Orbit Energy, LLC, and Wharton Resources LP (wholly owned by Georgia), entered into a Purchase and Sale Agreement dated January 30, 2007 whereby Wharton agreed to purchase all of Orbit’s working interests and associated net revenue interests in certain leases, wells, and equipment located on the Mound Branch Prospect located in Elk County, Kansas (the “Property”), in consideration of $6,800,000 (the “Purchase Price”) less $760,947 for testing and evaluation expenses previously advanced by Wharton to, or on behalf of, Orbit.

Georgia will pay the Purchase Price by issuing Orbit 4,039,053 shares in the common stock of Georgia (the “Shares”) at a deemed price of $1.00 per share and by issuing Orbit a convertible unsecured debenture of Georgia (the “Debenture”) in the principal amount of $2,000,000, bearing simple interest at the rate of 10% per annum payable quarterly in arrears. The principal amount of the Debenture may be converted by the Seller in whole or in part to acquire shares in the common stock of Georgia (the “Debenture Shares”) at the rate of $1.00 per Debenture Share, at any time after twelve months from the Effective Date and before the expiry of thirty-six months from the date of the Effective Date (the “Due Date”). After the Due Date, all unpaid interest and principal on the Debenture become due on demand. The Debenture will provide for customary adjustments to the conversion price and/or the number of shares issuable on conversion following the occurrence of certain events.

The 4,039,053 Shares will be placed in escrow with an escrow agent, and released upon Orbit’s delivery to the escrow agent within 12 months from the closing of the purchase of an independent report assessing the fair value of the purchased assets at no less than the Purchase Price. The amount of the convertible debenture represents the approximate amount of capital investments incurred by Orbit in the acquisition and development of the Property.

Orbit Energy, LLC is a Nevada limited liability company beneficially owned by Wm. Milton Cox the Chief Executive Officer of Georgia and is an affiliate of Bassam Nastat, the President of Georgia, for which he serves as manager. Messrs. Cox and Nastat are also directors of Georgia Exploration.

Item 2.01 Completion of Acquisition or Disposition of Assets

On February 1, 2007, Georgia Exploration completed the acquisition of certain oil and gas leases located in Elk County, Kansas totalling approximately 8,800 acres gross (the “Property”) as well as a working interest and net revenue interest in nine existing well bores that have been drilled on the Property (the “Wells”), and working interests in facilities and equipment (the “Equipment”) on the Property. For all oil and gas leases other than those lease portions associated with the existing drilled wells, Georgia acquired a 100.0% working interest and 74.0% net revenue interest (after Lessor and overriding royalty interests of 26.0%).

Georgia acquired its interest in the Property, Wells and Equipment pursuant to the terms of a purchase and sale agreement described in Item 1.01 herein, and the disclosure in such Item 1.01 is incorporated in its entirety into this Item 2.01 by reference.

Item 3.02 Unregistered Sales of Equity Securities

On February 1, 2007 Georgia Exploration issued 4,039,053 shares of its common stock and a $2,000,000 convertible debenture to Orbit Energy, LLC, as consideration for the acquisition of certain oil and gas interests. The shares were issued pursuant to section 4(2) of the Securities Act of 1933 on the basis of the relationship of the beneficial owners of Orbit being directors and officers of Georgia Exploration. The terms of the convertible debenture are set forth in Item 1.01 above, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are filed or furnished herewith:

Exhibit 10.1	Purchase and Sale Agreement dated January 30, 2007
Exhibit 10.2	Convertible Debenture dated February 1, 2007
Exhibit 10.3	Assignment of Working Interest in Oil and Gas Wells
Exhibit 10.4	Assignment of Oil and Gas Mineral Leases

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Georgia Exploration, Inc.
Date	February 5 , 2007	(Registrant)
		/ s / Bassam Nastat
		Bassam Nastat, President

EX-10.1

Exhibit - Georgia Exploraiton, Form 8-K

10.1 Purchase and Sale Agreement dated January 30, 2007

Orbit Energy, LLC.

4801 Woodway Drive, Suite 305W

Houston Texas, 77056

January 30, 2007

WHARTON RESOURCES LP and

GEORGIA EXPLORATION, INC.

519 Heights Blvd.

Houston, Texas 77007

Re:          Purchase and Sale Agreement - Mount Branch Prospect, Elk County, Kansas

Gentlemen:

This letter agreement, when fully executed by the parties named herein, shall constitute a “Purchase and Sale Agreement” between Orbit Energy, LLC., a Nevada Limited Liability Company (“Seller” or “Orbit”) and Wharton Resources LP, a Texas Limited Partnership (“Purchaser” or “Wharton”), in regard to the properties identified below. The Purchaser is wholly owned by Georgia Exploration, Inc., a Nevada corporation (“Georgia”). The Purchaser, Seller and Georgia are hereinafter collectively referred to as the “parties”. The effective date for this Purchase and Sale Agreement is January 30, 2007 (the “Effective Date”).

This letter agreement, when fully executed by the parties, shall replace the agreement entitled “Mound Branch Prospect Development Agreement Elk County, Kansas” entered into between Seller and Purchaser and dated effective September 1, 2006 as amended by First Amendment agreement also dated September 1, 2006 (collectively the “Development Agreement”).

ARTICLE I. PROPERTY SUBJECT TO THIS AGREEMENT

Seller is the holder of interests in certain oil and gas leases in Elk County, Kansas totaling approximately 8,800 acres gross (the “Property”), which leases are more particularly described in Schedule “A” hereto (the “Leases”). For all oil and gas Leases other than those lease portions associated with the existing drilled wells (that are identified in Schedule “B” hereto), Purchaser is purchasing and Seller is selling a 100.0% working interest and 74.0% net revenue interest (after Lessor and overriding royalty interests of 26.0%).

Seller also holds a working interest and net revenue interest in nine (9) existing well bores that have been drilled on the Property (the “Wells”), as further described and listed in Schedule “B”. The applicable working interests and net revenue interests being acquired by Purchaser for the Wells are identified in Schedule “B”. Seller holds ratable working interests in facilities and equipment on the Leases (collectively the “Equipment”), as identified and listed in Schedule “C”, together with right of ways and servitudes needed to produce oil and/or gas therefrom (collectively the “Servitudes”).

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Any property, or interest therein, acquired, whether by lease or otherwise, by the Seller, its affiliates or principals, at any time prior to or after the effectiveness of this letter agreement, that is contiguous to the Property (as defined in the “Development Agreement), or that is within a distance of five (5) miles from the outer boundary of the Property as may be expanded as contiguous acreage is acquired (the “Area of Mutual Interest” or “AMI”), shall form part of the Property and shall be subject to this Agreement. Seller agrees to assign Seller’s interest in any such property within the AMI to the Purchaser and Purchaser agrees to reimburse Seller for Sellers reasonable costs and expenses associated with the acquisition and maintenance of such additional property.

ARTICLE II. PURCHASE AND SALE

Seller hereby agrees to sell and Purchaser hereby agrees to purchase all of Sellers working interests and associated net revenue interests in the Leases, Wells and Equipment, subject to and on the terms of this letter agreement. This letter agreement further sets forth the terms, conditions and reservations which will control and dictate the provisions to be included in the formal conveyance from Seller to Purchaser, and to express and clarify the interest of the parties hereto.

ARTICLE III. CONSIDERATION

Purchase Price

At final closing (the “Closing”) and against delivery of a recordable Assignment by the Seller to the Purchaser, Georgia shall pay to Seller the following:

(1) A total $6,800,000 (the “Purchase Price”) for Sellers interests in the Leases, Wells and Equipment,

less the following:

(2) The sum of $760,947, which sum represents the amounts advanced to or paid on behalf of Orbit by Wharton associated with additional testing and evaluations of oil and gas interests in the AMI, and for the payment of lease renewals, minimum royalties, and other associated costs of drilling and testing, or similar payment obligations(s) under the Development Agreement associated with or arising from any lease acreage covered by the AMI, calculated from the effective date of the Development Agreement through the Effective Date hereof, as further identified in Schedule “D” hereto.

Payment of Purchase Price

The Purchase Price will be paid by Georgia to the Seller on Closing as follows:

(1) The sum of $4,800,000 less amounts paid by Purchaser to Seller or on Seller’s behalf of $760,947 will be paid on account of the purchase of the Leases, Wells and Equipment, by the issuance to the Seller of 4,039,053 shares in the common stock of Georgia (the “Shares”) at a deemed price of $1.00 per share.

(2) The sum of $2,000,000 will be paid by Purchaser to the Seller, by the issuance to the Seller of a convertible unsecured debenture of Georgia (the “Debenture”) in the principal amount of $2,000,000, bearing simple interest at the rate of 10% per annum payable quarterly in arrears. The principal amount of the Debenture that remains outstanding and unpaid may be converted by the Seller in whole or in part to acquire shares in the common stock of Georgia (the “Debenture Shares”) at the rate of $1.00 per Debenture Share, at any time after twelve (12) months from the Effective Date and before the expiry of thirty-six (36) months from the date of the Effective Date (the “Due Date”). After the Due Date, all unpaid interest and principal on the Debenture become due on demand. The Debenture will provide for customary adjustments to the conversion price and/or the number of shares issuable on conversion following the occurrence of certain events.

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(3) Georgia or Wharton may pay the principal and interest amount outstanding under the Debenture at any time after twelve (12) months from the Effective Date and before the Due Date by providing notice to the Seller and Seller shall thereafter have five business days to provide notice to Georgia of Seller’s desire to convert the Debenture into Debenture Shares, in lieu of payment by Georgia of the Debenture balance outstanding. Upon payment to the Seller of the principal and interest amount outstanding by Georgia or Wharton pursuant to this paragraph, the Debenture and all obligations thereunder will terminate. In addition, in the event of a change of control of Georgia after twelve (12) months, the Seller may accelerate the Due Date to the date of the change of control. For the purposes hereof a change of control means the acquisition by any person, or group of persons acting together (determined reasonably), of voting control over 50% or greater of the issued and outstanding shares in the capital of Georgia, where such person or group of persons did not prior to the date hereof hold such voting control.

Any transfer of ownership of the Shares, the Debenture or the Debenture Shares will be subject to the approval of Georgia, and will require proper evidence of compliance with applicable securities laws.

The Shares and the Debenture will be issued pursuant to the exemption from registration provided by Rule 506 of Regulation D under the U.S. Securities Act of 1933, and the Seller hereby confirms that the offer and sale of the Shares and the Debenture meets the conditions of such rule and that the Seller (or each beneficial owner of the Seller) is an “Accredited Investor” as defined therein. Seller understands that the Shares, the Debenture, and the Debenture Shares will be restricted securities under Rule 144, and the certificates representing such securities will bear a restrictive legend in such form as Georgia may determine. Orbit further acknowledges and agrees that:

(a) it understands and acknowledges that the Shares, Debentures and Debenture Shares have not been and will not be registered under the 1933 Act or the securities laws of any state of the United States;

(b) it (and each of its beneficial owners) has had the opportunity to obtain independent tax and investment advice respecting entering into this letter agreement and completing the transactions contemplated hereby;

(c) it has had access to such information regarding Georgia as it has considered necessary in connection with its investment decision to acquire the Shares and the Debentures;

(d) it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its acquisition of the Shares and the Debentures, and it is able to bear the economic risk of, and withstand a complete loss of, its entire investment in such securities;

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Escrow

A total of 4,093,053 of the Shares (the “Escrow Shares”) will be placed in escrow with a law firm or escrow agent agreeable to both Georgia and Seller, and held subject to an escrow agreement. The escrow agreement will provide for the release of the Escrow Shares only against delivery to the escrow agent of a fair market value appraisal and economic valuation, prepared by an independent third party mutually agreed by Georgia and Seller, of the Wells, Leases and Equipment, confirming the value of the Sellers interest therein as being no less than the Purchase Price of $6,800,000. To the extent such valuation is less than $6,800,000, the number of Escrow Shares released to the Seller will be pro-rated accordingly and the balance cancelled. The Seller agrees to place in escrow, concurrently with the deposit of the Escrow Shares, a duly executed stock power of attorney with signature guaranteed in respect of the cancellation of the Escrow Shares. For the purposes of this paragraph, the valuation must be prepared and delivered to escrow agent within twelve (12) months of the effective date of this letter agreement. Any Escrow Shares in escrow after twelve (12) months of the effective date of this letter agreement shall be cancelled.

In the event of any dispute, the escrow agent will continue to hold the shares pending an agreement between the parties or an order of the court, in either case directing the escrow agent as to the further handling of the shares, provided such direction is not inconsistent with this letter agreement. Georgia is responsible for all costs and expenses associated with establishing and maintaining the escrow. Seller and Purchaser agree to enter into the escrow agreement with the escrow agent on such additional terms and conditions as required by the escrow agent.

ARTICLE IV - ASSIGNMENT

At Closing, Seller shall deliver an executed, recordable previously approved Assignment of Interest in favor of Purchaser conveying all of Seller’s working interest and associated net revenue interest in the Leases, Wells, and Equipment. Such Assignment shall specify that the working interest conveyed is delivered with a net revenue yield, consistent with those identified in the attached Schedules.

ARTICLE V. REPRESENTATIONS, WARRANTIES AND COVENANTS OF ORBIT

Orbit hereby represents, warrants and covenants to Purchaser and Georgia the following and acknowledges that Purchaser and Georgia are relying upon such representations and warranties in connection with entering into this letter agreement:

(a) Orbit has the full corporate power, capacity and authority to enter into this letter agreement and to execute, deliver and perform its obligations under this letter agreement;

(b) there are no claims, actions, suits, judgments, investigations or proceedings of any kind outstanding, pending or to the best knowledge of Orbit, threatened against or affecting Orbit or its respective properties and assets;

(c) other than pursuant to this letter agreement, no person has any agreement, option or understanding or any right or privilege capable of becoming an agreement or option for the purchase from Orbit of the Leases, Wells or Equipment;

(d) there is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress or, to the knowledge of Orbit, threatened against Orbit;

(e) Orbit and its businesses and operations are in substantial compliance with all applicable environmental laws and environmental permits applicable to the operations of Orbit in the AMI; and Orbit has obtained all environmental permits that are required to carry on operations as previously and currently carried out in the AMI by Orbit under all applicable environmental laws;

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(f) to the best knowledge of Orbit, there are no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water or any municipal or other sewer or drain water systems affecting the AMI that may contravene applicable environmental laws or laws applicable to oil and gas extraction, that have not been remedied;

(g) Orbit has good and marketable title to their assets and properties free and clear of all encumbrances of any kind whatsoever;

(h) Orbit has made available to Wharton all material information, including financial, operational and other information, in respect of the oil and gas resource or exploration properties and assets and all such information as made available to Wharton is true and correct in all material respects and no material fact or facts have been omitted therefrom which would make such information misleading;

(i) Orbit has had the opportunity to obtain independent legal advice with respect to this letter agreement and related agreements, documents and transactions, and hereby confirms that it is in no way relying on the legal advisors of Georgia or Wharton, and hereby confirms that no legal advice was provided to Orbit by such legal advisors; and

(j) Orbit will hold and will cause its directors, officers, employees, agents, advisors and controlling persons to hold any information respecting the AMI or the operations thereon which is non-public in confidence, and to take steps to ensure its directors, officers, employees, agents and advisors comply with applicable securities laws respecting disclosure of information.

ARTICLE VI. JOINT OPERATING AGREEMENT

At or prior to the Closing, Wharton and Orbit agree to enter into a Joint Operating Agreement (“JOA”) between Orbit and Wharton in such form as is mutually agreeable to both parties, with terms, conditions and rates consistent with those customary in the oil and gas industry in the United States. Orbit, as Operator under the JOA, will act prudently; maintain insurance to cover all its activities and with limits customary in the U.S., including naming Wharton and Georgia as Additional Insureds. Orbit will exercise its fiduciary duties and responsibilities as operator, and act in and conduct business in a manner that is of the best interest of the Purchaser.

Orbit shall indemnify Wharton and its representatives, officers, directors, agents and employees harmless from any and all expense, payment, loss or damages incurred by such persons as a direct or indirect result of third party claims, liens and demands arising out of Orbit’s operations in the AMI.

ARTICLE VII. FILES AND TITLE DATA

All files, documents and records of every nature relative to the Leases, Wells and Equipment identified on Schedules “A”, “B” and “C”, as well as all work and expenditures incurred by or on behalf of the Seller in the AMI, and that are in the possession of Seller, or to which the Seller has a right of possession, shall become the property of Purchaser immediately following closing of this Purchase and Sale Agreement. Purchaser and Seller may agree that the files associated to the properties be held by Orbit, as the operator under the JOA, provided that Purchaser and Georgia shall have unrestricted access to such files, documents and records during business hours on 24 hours notice to Seller.

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Seller warrants that it holds its interests in the Leases, Wells and Equipment free and clear of any liens, claims or encumbrances, other than as disclosed in writing to the Purchaser. Purchaser will be allowed full access to all files and title data prior to Closing as necessary to review title to the property subject to the Leases, and title to the Equipment. Purchaser may delay Closing for up to 30 days to correct title defects if any are found.

ARTICLE VIII. CLOSING

The Closing contemplated herein shall occur within 15 days of the Effective Date of this letter agreement, unless Purchaser requests delay due to title defects identified during the period prior to Closing. On Closing, the Purchaser and Georgia will deliver the Purchase Price to the Seller, and Seller will deliver to Purchaser the following:

1. An Assignment Agreement in recordable form assigning all of the Sellers interests in the Leases, Equipment and Wells to the Purchaser.

2. A form of JOA executed on behalf of Orbit and in such form as has been approved by Wharton.

3. A Stock Power of Attorney duly executed by an authorized signatory on behalf of Seller, with the signature guaranteed by a bank, trust company or brokerage firm, along with a corporate resolution authorizing the signature of such authorized signatory on behalf of the Seller.

4. A corporate resolution of Orbit confirming its authority to enter into this letter agreement and complete the transactions contemplated herein.

5. A form of escrow agreement executed on behalf of Orbit and in such form as has been approved by Wharton and the escrow agent.

On closing, the Purchaser shall deliver to Seller the following:

6. The Debenture.

7. A certificate representing the Shares other than the Escrow Shares.

8. A certificate representing the Escrow Shares, provided that this delivery obligation will be deemed satisfied upon the Purchaser delivering such certificate to the escrow agent.

9. A corporate resolution of Georgia confirming its authority to enter into the letter agreement and complete the transaction contemplated herein.

10. A resolution of Wharton confirming the authority to enter into this letter agreement and complete the transactions contemplated herein.

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ARTICLE IX. MISCELLANEOUS

A. Notices

All Notices desired or required as a result of the purpose of this Agreement may be given by U.S. Mail to the addresses of the parties hereto as shown below or by facsimile at the number shown hereon.

Orbit Energy, LLC

Attn: Mr. Greg A. Thompson

4801 Woodway Drive, Suite 305W

Houston, Texas 77056

Telephone: 713-355-7001

Fax:

Wharton Resources LP,

Georgia Exploration, Inc.

Attn: Mr. Wm Milton Cox

519 Heights Blvd

Houston, Texas 77007

Fax:(713) 979-3728

B. Conformance with Laws and Regulations

This Purchase and Sale Agreement is subject to all applicable federal, state, and local laws and all applicable rules, orders and regulations of any authorized and duly constituted regulatory body or authority having jurisdiction thereof, and all operations conducted hereunder shall be in conformity therewith. The provisions hereof are binding upon each of the parties hereto and shall extend to and be binding upon their respective legal representatives, heirs, successors, and assigns.

C. No Partnership Provision

Nothing in this letter agreement or the Venture-JOA is intended to create, and nothing herein or therein shall ever be construed to create, a partnership, joint venture, mining partnership, corporation, association, or other relationship whereby any party hereto shall ever by held liable for the acts or debts of another. The duties, obligations, and liabilities of each party set forth in this letter agreement shall be several and not joint so that any single party shall be liable only for its proportionate share of the duties, obligations, and liabilities under the terms of this letter agreement.

D. General

Upon execution by the parties hereto this letter agreement and any attachments and/or Schedules shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors and assigns.

This letter agreement shall be construed under and in accordance with the laws of the State of Texas.

All parties duties, obligations and liabilities hereto intended under this letter agreement shall be severable, and not joint or collective.

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This letter agreement may be executed in multiple counterparts, each of which constitute one and the same legal instrument.

This letter agreement is the entire agreement between Parties with respect to the subject matter hereof, and replaces or supersedes any and all previous agreement with oral or written between Parties.

If the foregoing sets forth our agreement, please show your acceptance by signing and dating this agreement in the space provided below, agreed and accepted this 30^th day of January, 2007.

ORBIT ENERGY, LLC		GEORGIA EXPLORATION, INC. and WHARTON RESOURCES LLC.,
		By its authorized signatories:
By:	/ s / Greg A. Thompson	By:	/ s / Donald L. Sytsma
	Greg A. Thompson, President		Donald L. Sytsma, CFO& Director
By:	/ s / Wm Milton Cox	By:	/ s / Wm Milton Cox
	CodeAmerica Investments, LLC		Wm Milton Cox, Chairman & CEO
	Wm Milton Cox, Managing Member
By:	/ s / Bassam Nastat	By:	/ s / Bassam Nastat
	Paragon Capital, LLC		Bassam Nastat, President & Director
	Bassam Nastat, Manager

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SCHEDULE “A”

PURCHASE AND SALE AGREEMENT

OIL AND GAS LEASES

MOUND BRANCH PROSPECT

ELK COUNTY, KANSAS

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Schedule A

Lessor	Lease Date / Lease Exp. Date		Royalty	HBP	Number of Acres	Legal Discription	County	State
Bellar Family Farm, LLC
Lease Date-	12/10/2005	3years	1/8	no	Total Acres 125	Township 30 South, Range 11 East	Elk	KS
Lease Exp. Date	12/10/2008					Section 29:
						E/2NE/4,NE/4SE/4,N/2SE/4SE/4
						Lying North of County Rd
Eugene R. & Catherine S. Perkins					Total Acres 320
Lease Date-	2/11/2006	3years	1/8		Lease (1) 160	Township 30 South, Range 11 East	Elk	KS
Lease Exp. Date	2/11/2009					Section 18: NE/4
Lease Date-	2/11/2006	3years	1/8		Lease (2) 160	Township 30 South, Range 11 East	Elk	KS
Lease Exp. Date	2/11/2009					Section 18:
						E/2SW/4, W/2SE/4
Tom & Angela Russell,					Total Acres 563
Preston & Christina Jones
Lease Date-	2/25/2006	3years	1/8		Lease (1) 280	Township 30 South, Range 11 East	Elk	KS
Lease Exp. Date	2/25/2009					Section 21: NE/4NW/4, lying East of County RD, NE/4
						Section 22: W/2SW/4, SW/4NW/4
Lease Date-	2/25/2006	3years	1/8		Lease (2) 283	Township 30 South, Range 11 East	Elk	KS
Lease Exp. Date	2/25/2009					Section 15: SW/4
						Section 22: N/2NW/4, SE/4NW/4
Howard E. & Debbie J. Unruh
Lease Date-	2/25/2006	3years	1/8		Total Acres 200	Township 30 South, Range 11 East of 6th P.M.	Elk	KS
Lease Exp. Date	2/25/2009					Section 21: SE/4, NE/4SW/4, SE/4SW/4
Alvin V. Schibbelhute				no	Total Acres 400
Lease Date-	10/1/2005	3 years	1/8		Lease (1) - 240 Acres	Township 30 South, Range 11 East	Elk	KS
Lease Exp. Date-	10/1/2008					Section 12: SE/4, E/2SW/4
Lease Date-	10/1/2005	3 years	1/8	n/a	Lease (2) - 160 Acres	Township 30 South, Range 12 East	Elk	KS
Lease Exp. Date-	10/1/2008					Section 7: SW/4
David Denton					Total Acres 640
Lease Date-	10/13/2005	3 years	1/8	n/a	Lease (1) - 320 Acres	Township 30 South, Range 11 East	Elk	KS
Lease Exp. Date-	10/13/2008					Section 16: N/2
Lease Date-	10/13/2005	3 years		n/a	Lease (2) - 320 Acres	Township 30 South, Range 11 East	Elk	KS
Lease Exp. Date-	10/13/2008					Section 16: S/2
Dennis Bryan
Lease Date-	9/6/2005	3 years	1/8	n/a	Total Acres 80	Township 30 South, Range 11 East	Elk	KS
Lease Exp. Date-	9/6/2008					Section 19: E/2NE/4
Robert Adams					Total Acres 920
Lease Date-	10/17/2005	3 years	1/8	n/a	Lease (1) 160 Acres	E/2 NW/4, W/2 NE/4, Sec32	Elk	KS
Lease Exp. Date-	10/17/2008					T30S-R11E, Elk County, Kansas
Lease Date-	10/17/2005	3 years	1/8		Lease (2) 160 Acres	Township 30 South Range 11 East	Elk	KS
Lease Exp. Date-	10/17/2008					Section 35: NE/4
Robert, Lakin, Linda Adams
Alice M. & Marion Brunetti
Lease Date-	10/17/2005	3 years			Lease (3)- 240 Acres	Township 30 South, Range 11 East	Elk	KS
Lease Exp. Date-	10/17/2008					Section 27: E/2SW/4, SE/4
Robert, Lakin, Linda Adams
Alice M. & Marion Brunetti
Lease Date-	10/17/2005	3 years	1/8		Lease (4)- 80 Acres	Township 30 South, Range 11 East	Elk	KS
Lease Exp. Date-	10/17/2008					Section 35: W/2NW/4
Robert A., Larkin & Linda T.
Adams
Lease Date-	10/17/2005	3 years			Lease (5)- 120 Acres	Township 30 South, Range 11 East	Elk	KS
Lease Exp. Date-	10/17/2008					Section 23: SE/4SE/4
Robert A., Larkin & Linda T.
Adams
Lease Date-	10/17/2005	3 years			Lease (6) 160 Acres	Township 30 South, Range 11 East	Elk	KS
Lease Exp. Date-	10/17/2008					Section 25: N/2NW/4
Phyllis A. & Neal F. Osborn Trustees of the
Phyllis A. Osborn Trust					Total Acres 640
Lease Date-	3/16/2006	3 years	1/8		Lease (1) 240 Acres	Township 30 South, Range 11 East	Elk	KS
Lease Exp. Date-	3/16/2009					Section 15: W/2SE/4
						Section 22: NE/4
Lease Date-	3/16/2006	3 years	1/8		Lease (2) 160 Acres	Township 30 South Range 11 East	Elk	KS
Lease Exp. Date-	3/16/2009					Section 27: NE/4
Lease Date-	3/16/2006	3 years	1/8		Lease (3) 240 Acres	Township 30 South, Range 11 East	Elk	KS
Lease Exp. Date-	3/16/2009					Section 22: SE/4, E/2SW/4
M. Ruth Royse, Trustee of the M. Ruth Royce					Total Acres 640
Lease Date-	3/20/2006	3 years	1/8		Lease (1) 320 Acres	Township 30 South, Range 11 East	Elk	KS
Lease Exp. Date-	3/20/2009					Section 10: W/2
Lease Date-	3/20/2006	3 years	1/8		Lease (2) 320 Acres	Township 30 South, Range 11 East	Elk	KS
Lease Exp. Date-	3/20/2009					Section 10: E/2
						Section 30: NE/4NE/4
Babst Family Limited Partnership					Total Acres 2524.1
Lease Date-	10/22/2005	1year	1/8		Lease (1) - 649.55 Acres	Township 30 South, Range 12 East	Elk	KS
Lease Exp. Date	10/22/2008	2yr Ext				Section 30: Lots 1,2,3,4 E2,a/d/a All
						lying East County (12 Ac.)
Babst Family Limited Partnership
Lease Date-	10/22/2005	1year	1/8		Lease (2) - 239.34 Acres	Township 30 South, Range 12 East	Elk	KS
Lease Exp. Date	10/22/2008	2yr Ext				Section 31: Lot 1 (39.34), NE/4NW/4,
						N/2NE/4, a/d/a N/2N/2
						Section 32: N/2NW/4
Babst Family Limited Partnership
Lease Date-	10/22/2005	1year			Lease (3) - 626.60 Acres	Township 30 South, Range 12 East	Elk	KS
Lease Exp. Date	10/22/2008	2yr Ext				Section 18: Lots 1,2,3,4
						E/2W/2, E/2, a/d/a All
Babst Family Limited Partnership
Lease Date-	10/22/2005	3years			Lease (4) - 320 Acres	Township 30 South, Range 12 East	Elk	KS
Lease Exp. Date	10/22/2008					Section 29: W/2
Babst Family Limited Partnership
Lease Date-	10/22/2005	3years			Lease (5) - 688.61 Acres	Township 30 South, Range 12 East	Elk	KS
Lease Exp. Date	10/22/2008					Section 19: Lots 1,2,3,4,
						E/2, a,d,a All ( 632.11 Ac. )
						Township 30 South, Range 11 East
						Section 24: All that part of the
						SE/4NE/4, E/2SE/4 lying East of
						County Road ( 56.5 Ac. )
Margaret P. Tidwell	7/13/2005	1year			Total Acres 959	Section 29, 30 Various	Elk	KS
Lease Date-
Lease Exp. Date

10/16

\

SCHEDULE “B”

PURCHASE AND SALE AGREEMENT

INTERESTS IN EXISTING WELLS

MOUND BRANCH PROSPECT

ELK COUNTY, KANSAS

11/16

Schedule “B”

Orbit Energy LLC Onwership

Mound Branch Working Interest and Net Revenue Interest

		WI	NRI
MT 19-1 LC#9		0.2500	0.1782
MT 19-2 LC#10		0.3100	0.2226
MT 29-1 LC#11		0.3100	0.2226
DB 19-3 LC#12		0.2900	0.2078
MT 29-2 LC#14		0.5500	0.4028
DD 16-3 LC#15		0.7300	0.5402
DD 16-2		1.0000	0.7400
DD 16-8		1.0000	0.7400
DD 16-4		1.0000	0.7400
	Production intended to be used for lease use gas.

12/16

SCHEDULE “C”

PURCHASE AND SALE AGREEMENT

FACILITIES AND EQUIPMENT

MOUND BRANCH PROSPECT

ELK COUNTY, KANSAS

13/16

SCHEDULE “C”

Mound Branch Equipment Inventory

December 31, 2006

1,202' of 2 3/8 (8 round upset tubing)
Larkin Tubing wellhead
Pumping Tee
Stuffing Box
47 3/4" Rods @ 25'ea.
(3) 6' 3/4" rodsubs
(1) 4' 3/4" rodsubs
(1) 8' 1" 25/32 pumpbarrel
(1) 15' mud anchor
(1) 10' gas anchor
(1) small pumpjack
1,005' of 2" line pipe tubing 10 round
Larkin Tubing wellhead
Pumping Tee
Stuffing Box
40 3/4" Rods @ 25'ea.
(1) 6' 3/4" rodsub
(1) 8' 1" 25/32 pumpbarrel
(1) 13' mud anchor
(1) 8' gas anchor
(1) small pumpjack
1,022' of 2" line pipe tubing 10 round
Larkin Tubing wellhead
Pumping Tee
Stuffing Box
38 5/8" Rods
(2) 3/4" rods
(1)15' mud anchor
(1)10' gas anchor
(1) small pumpjack	(1) 8' pump barrel
998' of 2 3/8" upset tubing 8 round
Larkin Tubing wellhead
Pumping Tee
Stuffing Box
(39) 3/4" rods
(1) 8' 3/4" rod sub
(2) 6' 3/4" rod subs
(1) 15' mud anchor
(1) 10' gas anchor
(1) small pumpjack	(1) 8' pump barrel
1,105' of line pipe tubing 10 round
Larkin Tubing wellhead
Pumping Tee
Stuffing Box
(44) 3/4" rods
(1) 15' mud anchor
(1) 10' gas anchor
(1) small pumpjack	(1) 8' pump barrel
1,038' of 2" line pipe tubing 10 round
Larkin Tubing wellhead
Pumping Tee
Stuffing Box
(41) 3/4" rods
(1) 15' mud anchor
(1) 10' gas anchor
(1) 8' pump barrel
(1) small pumpjack

1,037' of line pipe tubing 10 round
Larkin Tubing wellhead
Pumping Tee
Stuffing Box
(41) 3/4" rods
(2) 6' 3/4" rod subs
(1) 15' mud anchor
(1) 10' gas anchor
(1)small pumpjack
Goff Well #5(LC-2)
1,039' of 2 3/8" upset tubing
Larkin Tubing wellhead
Pumping Tee
Stuffing Box
(41) 3/4" rods
(2) 3/4" rod subs
(1) 15' mud anchor
(1) 6' gas anchor
(1) small pumpjack
1,667' of 2 3/8" upset tubing
Larkin Tubing Wellhead
(66) 3/4" rods
(2) 6' 3/4" rod subs
(1) 2' Rod sub
(1) 15' mud anchor
(1) 8' pump barrel
(1) 6' gas anchor
(1) 2 3/8" tubing valve
(2) 2" backpressure valve
(1) 2" meter-run and 2 pen meter
(1) small pumpjack
MainTank Battery(LC-1)
(1) 4x20 heater treater	50Lbs. MAOP
(2) 100Bbl. Tanks, steel
(1) 100Bbl. Watertank, fiberglass
(1) 30x10 3phase inlet sep.	125Lbs. MAOP
1,024' 2 3/8" tubing(8 round upset)
Larkin Tubing wellhead
Pumping Tee
Stuffing Box
40 3/4" Rods
(3) 6' 3/4" rod subs
(1) 2' 3/4" rod sub
(1) 8' 1 25/32" pumpbarrel
(1) 15' mud anchor
(1) 6' gas anchor
(1) small pumpjack
1087' 2 3/8" tubing(8 round upset)
Larkin Tubing wellhead
Pumping Tee
Stuffing Box
(43) 3/4" rods
(1) 6' 3/4" rodsub
(1) 2' 3/4" rodsub
(1) 8' 1 25/32 pumpbarrel
(1) 15' mud anchor
(1) 6' gas anchor
(1) small pumpjack

1,115' 2 3/8" tubing(8 round upset)

Larkin Tubing wellhead

Pumping Tee

Stuffing Box

(44) 3/4" rods

(2) 6' 3/4" rod subs

(1) 8' 1 25/32 pumpbarrel

(1) 15' mud anchor

(1) 6' gas anchor

(1) small pumpjack

1,841' 2 3/8" tubing(8 round upset)

Larkin Tubing wellhead

Pumping Tee

Stuffing Box

(73) 3/4" rods

(1) 6' 3/4" rodsub

(1) 8' 1 25/32 pumpbarrel

(1) 15" mud anchor

(1) 6' gas anchor

(1) 2" meter-run and meter

(1) large pumpjack

1,658' 2 3/8" tubing(8 round upset)

Larkin Tubing wellhead

Pumping Tee

Stuffing Box

(66) 3/4" rods

(4) 4' 3/4" rodsubs

(1) 6' 3/4" rodsub

(1)15' mud anchor

(1) 6' gas anchor

(1) large pumpjack

1,128.40' 2 3/8" tubing (8round)

Larkin Tubing wellhead

Pumping Tee

Stuffing Box

(45) 3/4" rods

(1) 15' mud anchor

(1) 6' gas anchor

(1) small pumpjack

14/16

SCHEDULE “D”

PURCHASE AND SALE AGREEMENT

AMOUNTS ADVANCED TO OR PAID BY WHARTON

ON THE BEHALF OF ORBIT ENERGY, LLC

15/16

Schedule “D”

WHARTON RESOURCES CORP.
SUMMARY OF FUNDS DISTRIBUTED TO ORBIT ENERGY
11/30/2006
Prospect	Notes		Date		Check Number		Expenditure
Kansas		Initial Payment		9/1/2006		10016	$	100,000.00
Kansas		SCS Services		9/27/2006		10030		7,600.00
Kansas		BABST(Code America)		10/24/2006		10034		15,154.90
Kansas		Consolidated Oil Well Services		11/28/2006		10044		51,731.25
Kansas		Caney Valley Electric		11/29/2006		10045		1,460.88
Kansas		Advance		12/6/2006		10047		415,000.00
Kansas		Advance		12/6/2006		10054		100,000.00
Kansas		Advance		12/15/2006		10057		25,000.00
Kansas		Advance		12/21/2006		10060		15,000.00
Kansas		Advance		1/23/2007		10074		30,000.00
		Total Expenditures					$	760,947.03

16/16

EX-10.2

10.2 Convertible Debenture dated January 30, 2007

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR (A) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (B) IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (C) PURSUANT TOANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THE HOLDER HAS FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING TO SUCH EFFECT REASONABLY SATISFACTORY TO THE CORPORATION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES OR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

CONVERTIBLE UNSECURED PROMISSORY NOTE

Initial Principal:$ 2,000,000 (the “Principal”) Date:January 30, 2007

Issued to: ORBIT ENERGY, LLC. (the “Holder”)

Issued by: GEORGIA EXPLORATION, INC. (the “Corporation”)

4801 Woodway Drive, Suite 306W

Houston, TX 77056

Attention: President

Fax: (713) 436-3298

ARTICLE 1

PROMISE TO PAY

1.1Promise to Pay.FOR VALUE RECEIVED, the Corporation promises to pay, on demand made by the Holder, to or to the order of the Holder at 4801 Woodway Drive, Suite 305W, Houston Texas, 77056 Attention: Milton Cox, or such other place and/or person as Holder may by notice in writing to the Corporation direct, the Principal, together with all interest accruing hereunder, on and subject to the terms and conditions set out herein.

ARTICLE 2

PRINCIPAL PAYMENT

2.1Term.Subject to the provisions of this convertible promissory note (this “Note”), the outstanding and unconverted Principal and all accrued and unpaid interest shall become due and payable on January 30, 2010 (the “Maturity Date”).

2.2Acceleration of Payment.The Corporation may pay the Principal and Interest amount outstanding hereunder in full at any time after January 30, 2008 and before 4:00 p.m. (Houston time) on the Maturity Date by providing written notice to the Holder and Holder shall thereafter have five Business Days to provide notice to the Corporation that the Holder will convert the Note into Shares in lieu of such payment by the Corporation of the Principal and Interest. If the Holder provides notice of conversion pursuant to this section, then Article 4.1 will apply. Upon payment to the Holder of the Principal and Interest outstanding pursuant to this paragraph, this Note and all obligations hereunder will terminate.

2.3Accleration on Change of Control. In the event a change of control of the Corporation occurs at any time after January 30, 2008, the Holder may by notice to the Corporation, accelerate the Maturity Date to the effective date of such change of control. For the purposes hereof a change of control means the acquisition by any person, or group of persons acting together, of voting control over 50% or greater of the issued and outstanding shares in the capital of the Corporation, where such person or group of persons did not prior to the date hereof hold such voting control. Upon notice of acceleration of the Maturity Date being provided to the Corporation, all Principal and Interest hereunder shall become immediately due and owing to the Holder without demand being made.

ARTICLE 3

INTEREST

3.1Interest. Interest shall accrue on the Principal outstanding from time to time at a rate of 10%, per annum (“Interest”) non-compounding and shall be payable quarterly in arrears on April 29, July 3, October 30 and January 30 of each year of the term of this Note. Interest shall accrue until payment in full of all monies owing hereunder or until the date upon which the outstanding portion of the Principal is converted into Shares pursuant to the provisions of this Note, whichever occurs first. All interest hereunder shall be computed on the basis of the actual number of days elapsed divided by the number of days in such calendar year, being 365 or 366, as the case may be. The interest rate shall be equivalent to such applicable interest rate multiplied by the actual number of days in the calendar year in which the same is to be determined and divided by 365 or 366, as the case may be.

ARTICLE 4

RIGHT OF CONVERSION

4.1 Conversion of Principal.

4.1.1Shares. Subject to and upon compliance with the provisions of this Section 4.1, the outstanding Principal may, at any time after January 30, 2008 and prior to 4:01 p.m. (Houston time) on the the Due Date be converted in whole or in part into such number of fully paid and non-assessable Shares as is equal to the Principal divided by the Conversion Rate.

4.1.2Notice of Conversion. The conversion specified in subsection 4.1.1 may be effected by delivery to the Corporation of a notice of conversion duly signed by or on behalf of the Holder, specifying the amount of the Principal being converted. Upon conversion of all of the Principal, the rights of the Holder under this Note as a holder thereof shall cease other than the right to receive the Shares.

4.1.3Certificates. As promptly as practicable after the conversion of this Note, the Corporation shall issue and deliver to the Holder a certificate in the name of the Holder for the number of Shares deliverable upon the conversion of this Note.

4.1.4Compliance with U.S. Securities Laws. Transfer of the Shares will be made only pursuant to registration under the Securities Act and in accordance with applicable state securities laws or (i) in accordance with the provisions of Regulation S, (ii) in compliance with Rule 144 under the Securities Act and in accordance with applicable state securities laws or (iii) pursuant to another exemption from registration under the Securities Act and any applicable state securities laws, provided that Holder has furnished to the Corporation an opinion of counsel of recognized standing to such effect reasonably satisfactory to the Corporation. The Corporation has no present intention or obligation to register the Shares under the Securities Act.

4.1.5Legend on the Shares. All Shares issued upon conversion of this Note shall be stamped or imprinted with a legend in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (A) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (B) IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT, OR (C) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THE HOLDER HAS FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING TO SUCH EFFECT REASONABLY SATISFACTORY TO THE CORPORATION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

4.2 Adjustment of Conversion Rate.

4.2.1 Reorganization. If and whenever the Corporation shall:

(a) subdivide or redivide the outstanding Shares into a greater number of shares;

(b) reduce, combine or consolidate the outstanding Shares into a smaller number of shares; or

(c) issue Shares or securities exchangeable or convertible into Shares to all or substantially all of the holders of the outstanding Shares (including by way of stock dividend); (each of the events described in (a), (b) and (c) being a “Share Reorganization”).

then the Conversion Rate shall be adjusted as of the effective date or record date, as the case may be, at which the holders of Shares are determined for the purpose of such Share Reorganization by multiplying the Conversion Rate in effect immediately prior to such effective date or record date by a fraction the numerator of which shall be the number of Shares outstanding on such effective date or record date before giving effect to such Share Reorganization and the denominator of which shall be the number of Shares outstanding as of the effective date or record date after giving effect to such Share Reorganization (including, in the case where securities exchangeable for or convertible into Shares are distributed, the number of Shares that would have been outstanding had such securities been exchanged for or converted into Shares on such effective date or record date, but excluding any Option Shares).

4.2.2Fractional Share. If as a result of any adjustment under subsections 4.2.1 above the Holder would, but for this subsection 4.2.2. become entitled to a fractional Share upon exercise of this Note, such fractional entitlement shall be rounded to the nearest whole number.

4.2.3Adjustments Cumulative. The adjustments provided for in this Article 4 are cumulative. The Corporation shall give notice to the Holder at least 15 days, if reasonably possible, prior to the effective date or record date, as the case may be, of an event requiring adjustment in the conversion rights under this Article 4, including, if determinable at such time, the Conversion Rate and the number(s) and class(es) of shares or other securities or property which are to be received upon conversion of the Shares issuable hereunder. The Corporation shall promptly following any adjustments under this Article 4, set forth the details of such adjustment in a replacement form of Note or Share terms approved by the board of directors of the Corporation and reasonably acceptable to the Holder. After any adjustment pursuant to this Article 4 and until the issuance of a corresponding replacement form of Note, the term ”Shares” where used in this Note shall be interpreted to mean the Shares which, as a result of all previous adjustments pursuant to this Article 4, the Holder would have been entitled to receive upon the exercise of this Note, and as a result of all previous adjustments pursuant to this Article 4, the Holder would have been entitled to receive upon the full exercise of this Article 4 entitling the Holder to the number of Shares so indicated, unless the context reasonably suggests otherwise.

4.2.4Determination. If any question arises with respect to an adjustment provided for in this Article 4, such question shall be referred to the auditors of the Corporation, or other independent certified accounting firm,and their determination shall be binding upon the Corporation, and the Holder.

ARTICLE 5

COVENANTS

5.1Covenants. The Corporation hereby declares, covenants and agrees as follows:

5.1.1         Pay Principal and Interest. It shall pay or cause to be paid to the Holder the Principal and interest pursuant to this Note on the date, at the place and in the manner set forth herein.

5.2Waiver. The Holder may waive in writing any breach by the Corporation of any of the provisions contained in this Note or any default by the Corporation in the observance or performance of any covenant or condition required to be observed or performed by the Corporation hereunder, provided that no such waiver or any other act, failure to act or omission by the Holder shall extend to or be taken in any manner to affect any subsequent breach or default of the rights of the Holder resulting therefrom.

ARTICLE 6

EVENTS OF DEFAULT

6.1Events of Default. The whole of the Principal remaining unpaid shall, at the option of the Holder, become immediately due and payable in each of the following events (each such event being herein called an “Event of Default”):

6.1.1if the Corporation defaults in payment of the Principal owing under this Note on demand for payment having been made on or after the Maturity Date and such default shall continue for ten (10) Business Days, regardless of whether written notice thereof is given to the Corporation by the Holder;

6.1.2if the Corporation defaults in the performance or observance of any other covenant or condition herein including, without limitation. the payment of Interest on a date on which such payment was due and such default shall continue for fifteen (15) days after written notice thereof is given to the Corporation by the Holder;

6.1.3if an order is made or an effective resolution passed for the winding-up, liquidation or dissolution of the Corporation;

6.1.4if the Corporation consents to or makes a general assignment for the benefit of creditors or makes a proposal under the federal bankruptcy laws or any other bankruptcy, insolvency or analogous laws; or

6.1.5if the Corporation becomes bankrupt or insolvent or commits an act of bankruptcy, or any proceeding is commenced against or affecting the Corporation:

(i) seeking to adjudicate it as bankrupt or insolvent;

(ii) seeking liquidation, dissolution. winding-up, restructuring. reorganization, arrangement. protection, relief or composition of it or any of its property or debt or making a proposal with respect to it under any law relating to bankruptcy, insolvency, reorganization or compromise of debts or similar laws (including, without limitation, any reorganization, arrangement or compromise of debt under the laws of its jurisdiction of incorporation or organization); or

(iii) seeking appointment of a receiver, receiver and manager, liquidator, trustee, agent, custodian or other similar official for it or for any part of its properties and assets.

and such proceeding has not been stayed or dismissed within 30 days after its initiation.

ARTICLE 7

RANKING OF HOLDER

7.1Unsecured Ranking. This Note is unsecured and shall rank equally with all other unsecured creditors and no priority is given to the Holder with respect to the repayment of the Principal or Interest hereunder.

ARTICLE 8

GENERAL

8.1Remedies Cumulative. All powers and remedies given herein to the Holder shall, to the extent permitted by law, be deemed cumulative and not exclusive of, but in addition to, any other powers and remedies available to the Holder hereunder, by law, equity, statute, judicial proceedings or otherwise, to enforce the performance and observance of the covenants and agreements contained in this Note. No delay or omission by the Holder to exercise any right or power accruing hereunder shall impair any such right or power, or shall be construed to be a waiver of any such right or power or an acquiescence therein. Every power and remedy given herein or by law to the Holder may be exercised from time to time, and as often as shall be deemed expedient by the Holder.

8.2Conflict with Applicable Law. All rights, remedies and powers provided herein may be exercised only to the extent that the exercise thereof does not violate any mandatory provision of applicable law and all provisions of this Note are intended to be subject to all mandatory provisions of applicable law which may be controlling in the premises and to be limited to the extent necessary so that they will not render this Note invalid, unenforceable or not entitled to be recorded, registered or filed under the mandatory provisions of any applicable law. Any provision hereof contrary to mandatory provisions of applicable law shall be deemed to be ineffective and shall be severable from and not invalidate any other provision of this Note.

8.3Notices. Any notice, direction or other instrument required or permitted to be given to the Corporation shall be in writing and shall be sufficiently given if delivered personally, or transmitted by facsimile tested prior to transmission to the Corporation to the address set forth on the first page of this Note. Any such notice, direction or other instrument. if delivered personally, shall be deemed to have been given and received on the day on which it was delivered, provided that if such day is not a Business Day then the notice, direction, or other instrument shall be deemed to have been given and received on the first Business Day next following such day and if transmitted by fax, shall be deemed to have been given and received on the day of its transmission, provided that if such day is not a Business Day or if it is transmitted or received after the end of normal business hours then the notice, direction or other instrument shall be deemed to have been given and received on the first Business Day next following the day of such transmission. Any party hereto may change its address for service from time to time by notice given to each of the other parties hereto in accordance with the foregoing provisions.

8.4Extensions and Amendments. Any agreement for the extension of the time of payment of the Principal and Interest, if any, hereunder made at, before or after maturity, or any agreement for altering the term, the amount of the payment of the Principal and Interest, if any, hereunder or any other covenant or condition hereof, need not be registered in any office of public record but shall be effectual and binding upon the Corporation and its successors and permitted assigns when executed by the Corporation and the Holder and delivered to the Holder. Any such amendments or extensions shall be subject to prior regulatory approval.

8.5Assignment. This Note may not be assigned by either party except with the prior written consent of the other party hereto.

8.6Enurement. This Note shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, successors (including any successor by reason of the consolidation or merger of any party), administrators and permitted assigns.

8.7Severability. In the event that any Section or portion of any covenant in this Note should be unenforceable or declared invalid for any reason whatsoever. such unenforceability or invalidity shall not affect the enforceability or validity of the remaining portions of the covenant and such unenforceable or invalid portion shall be severable from the remainder of this Note.

8.8Governing Law. This Note shall be construed and enforced in accordance with, and the rights of the parties shall he governed by, the laws of the State of Texas, excluding that body of law relating to conflict of laws.

8.9Counterparts.This Note may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same Note. Counterparts may be delivered either in original or faxed form and the parties adopt any signature received by a receiving fax machine as original signatures of the parties.

8.10Time of Essence.Time shall be of the essence of this Note in all respects.

8.11No Rights as a Stockholder.Nothing contained in this Note shall be construed as conferring upon the Holder or any other person the right to vote or to consent or to receive notice as a stockholder in respect of meetings of stockholders for the election of directors of the Corporation or any other matters or any rights whatsoever as a stockholder of the Corporation; and no dividends or interest shall be payable or accrued in respect of this Note or the interest represented hereby or the Shares issuable hereunder until, and only to the extent that, this Note shall have been converted.

ARTICLE 9

INTERPRETATION

9.1Definitions. As used herein. the following expressions shall have the following meanings:

9.1.1“Business Day^” means any day except Saturday, Sunday or a statutory holiday in the City of Houston, Texas;

9.1.2“Conversion Rate” means $1.00;

9.1.3“Corporate Reorganization” means any transaction whereby all or substantially all of the Corporation’s property and assets would become the property of any other person, whether by way of arrangement, reorganization, consolidation, merger, continuance under any other jurisdiction of incorporation or otherwise;

9.1.4“Corporation” means Georgia Exploration, Inc.;

9.1.5“Event of Default” has the meaning given to that term in Section 6.1 of this Note;

9.1.6“Holder” means the registered holder of this Note as identified on the first page hereof;

9.1.7“Maturity Date” has the meaning given to that term in Section 2.1 of this Note;

9.1.8“Option Shares” means the Shares issuable upon conversion of any grant of convertible securities, including warrants and options, to employees, directors or services providers to the Corporation;

9.1.9“Principal” has the meaning given to that term in Section 1.1 of this Note;

9.1.10“Securities Act” means the U.S. Securities Act of 1933, as amended;

9.1.11“Shares” means common stock of the Corporation, as such shares were constituted on the date hereof; and

9.1.12“Share Reorganization” has the meaning given to that term in Section 4.2.1 of this Note.

9.2Extended Meanings. The terms “hereto,” “hereby,” “hereunder,” “herein,” and “hereof” and similar expressions refer to the whole of this Note and not to any particular Article, Section, subsection or part hereof. Words importing the singular number only include the plural and vice versa and words importing gender include all genders. The term “including” shall mean “including, without limitation.”

9.3Gender and Number. Words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine gender and words importing persons shall include firms and corporations and vice versa.

9.4Currency. Unless otherwise specified, all dollar amounts in this Note, including the symbol “$,” are expressed in United States currency.

9.5Sections and Headings. The division of this Note, into Articles, Sections, Schedules and other subdivisions and the inclusion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Note. The headings in this Note are not intended to be full or precise descriptions of the text to which they refer. Unless something in the subject matter or context is inconsistent therewith, references herein to an Article, Section, Subsection, paragraph, clause or Schedule are to the applicable article, section, subsection, paragraph, clause or schedule of this Note.

IN WITNESS WHEREOF the Corporation has executed this Note as of the date first written above.

GEORGIA EXPLORATION, INC.
By:
	Authorized Signatory

EX-10.3

Exhibit - Georgia Exploration, Inc. Form 8-K

10.3 Assignment of Working Interest in in Oil and Gas Wells

Assignment of Working Interest in Oil and Gas Wells Mound Branch Prospect

Elk County, Kansas

Dated

January 30, 2007

STATE OF Kansas	§
	§	KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF Elk et al	§

That effective January 30, 2007 Orbit Energy, L.L.C, with principle offices at 4801 Woodway #305W Houston, Texas 77056 (hereinafter called “Assignor”), for and in consideration of the sum of Ten Dollars ($10.00) cash and other good and valuable consideration paid by WhartonResources, LP, with offices at 519 Heights Blvd Houston, Texas 77007 (hereinafter called “Assignee”), the receipt and sufficiency of which are hereby acknowledged, does, subject to the terms and provisions herein contained, hereby transfer, sell, assign and convey unto the said Assignee, its heirs, successors or assigns, without warranty of title, express or implied, all of Assignor’s right, title and Working Interest (WI) in the existing oil and gas wells “the Wells”, as described in Exhibit ‘A’. The assignment includes all surface and subsurface structures and appurtenances which were the property of the Assignor at the time of this assignment. This Assignment also conveys all rights, privileges, and obligations derived from the title and ownership of the Wells to the Assignee on the effective date of the date of the Assignment

EXECUTED this 30^th day of January 2007, but effective as of the above-stated Effective Time.

Assignor, Orbit Energy, L.L.C.

/ s / Greg A. Thompson

Greg A. Thompson

Manager/President

STATE OF Texas }

COUNTY OF Harris }

This instrument was acknowledged before me on January 30, 2007 by Greg A. Thompson as Manager/President of Orbit Energy, L.L.C., a Nevada Limited Liability Company, on behalf of said entity.

My Commission Expires:	/ s / Yazmin Leyva
November 8, 2009
	Notary Public, State of Texas

Assignment of Working Interest in Oil and Gas Wells Mound Branch Prospect

Elk County, Kansas

Dated

January 30, 2007

Exhibit ‘A’

Well Name	API #	Legal Description	County/ST	Assigned WI
MT 19-1 LC#9	15-049-22419-00-00	Sec19-30S-11E	Elk, KS	0.2500
MT 19-2 LC#10	15-049-22421-00-00	Sec29-30S-11E	Elk, KS	0.31000
MT 29-1 LC#11	15-049-22420-00-00	Sec29-30S-11E	Elk, KS	0.3100
DB 19-3 LC#12	15-049-20258-00-01	Sec19-30S-11E	Elk, KS	0.2900
MT 29-2 LC#14	15-049-22431-00-00	Sec29-30S-11E	Elk, KS	0.5500
DD 16-3 LC#15	15-049-20551-00-01	Sec16-30S-11E	Elk, KS	0.7300
DD 16-2	15-049-20482-00-01	Sec16-30S-11E	Elk, KS	1.0000
DD 16-8	15-049-22433-00-01	Sec16-30S-11E	Elk, KS	1.0000
DD 16-4	15-049-19111-00-01	Sec16-30S-11E	Elk, KS	1.0000

EX-10.4

Exhibit - Georgia Exploration

10.4 - Assignment of Oil and Gas Mineral Leases

Assignment of Oil and Gas Mineral Leases Elk County, Kansas

STATE OF Kansas	§
	§	KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF Elk et al	§

Effective January 30, 2007, that, Orbit Energy, L.L.C with principle offices at 4801 Woodway Suite 305W Houston, Texas 77056 (hereinafter called “Assignor”), for and in consideration of the sum of Ten Dollars ($10.00) cash and other good and valuable consideration paid by WhartonResources, LP, with offices at 519 Heights Blvd. Houston, Texas 77007 (hereinafter called “Assignee”), the receipt and sufficiency of which are hereby acknowledged, does, subject to the terms and provisions herein contained, hereby transfer, sell, assign and convey unto the said Assignee, its heirs, successors or assigns, without warranty of title, express or implied, 74% of 8/8ths of Assignor’s right, title and interest in and to the oil and gas rights including hydrocarbon and non-hydrocarbon substances produced in association therewith, as covered by the oil, gas and mineral leases described in Exhibit “I”, attached hereto and by reference made a part hereof and the lands covered by such leases insofar only as such lands are described in Exhibit “I”, together with such interest’s part of all production if any, produced under such oil, gas and mineral leases and the Area of Mutual Interest (AMI) as set out in that certain Purchase and Sale Agreement Mound Branch Prospect Elk County, Kansas by and between the Assignor and Assignee dated January 30, 2007.

The oil, gas and mineral leases described in Exhibit “I” insofar as the same cover the lands described therein are hereinafter referred to as “said leases”.

The interest in said leases assigned Assignee hereunder shall be subject to such interest’s proportionate part of the royalty interest as provided for in said leases and to the terms, conditions and provisions set forth therein. Such interest shall also be subject to such interest’s proportionate part of all overriding royalties, production payments and any other payments and agreements of record.

The terms, covenants and conditions hereof shall be binding upon and shall inure to the benefit of Assignor and Assignee and their respective successors and assigns; and such terms, covenants and conditions shall be covenants running with the land above described and the assigned premises and with each transfer or assignment of said leases.

Executed this 30th day of January, 2007, however, effective as stated above.

Orbit Energy, L.L.C.
By:	/ s / Greg A. Thompson
	President

STATE OF Texas }

COUNTY OF Harris }

This instrument was acknowledged before me on this 30th day of January, 2007 by Greg A. Thompson Manager/President , a Nevada Limited Liability Company, on behalf of said LLC.

My Commission Expires	/ s / Yazim Leyva
	Notary Public - State of Texas
November 18, 2007

EXHIBIT “I” TO

Oil and Gas Mineral Leases Assigned In Assignment Agreement

Dated January 30, 2007

Mound Branch Prospect Area

Elk County, Kansas

Lessor	Recorded Book/Page Elk County, KS	Date of Lease	Term		Number of Acres	Legal Discription	County	State
Bellar Family Farm, LLC	60/785	12/10/05	3 yrs.		Total Acres 125	Township 30 South, Range 11 East Section 29: E/2NE/4,NE/4SE/4,N/2SE/4SE/4 Lying North of County Rd	Elk	KS
Eugene R. & Catherine S. Perkins	60/805	2/11/06	3 yrs		Total Acres 320 Lease (1) 160	Township 30 South, Range 11 East Section 18: NE/4	Elk	KS
	60/807	2/11/06	3 yrs		Lease (2) 160	Township 30 South, Range 11 East Section 18: E/2SW/4, W/2SE/4	Elk	KS
Tom & Angela Russell, Preston & Christina Jones	60/815	2/25/06	3 yrs		Total Acres 563 Lease (1) 280	Township 30 South, Range 11 East Section 21: NE/4NW/4, lying East of County RD, NE/4 Section 22: W/2SW/4, SW/4NW/4	Elk	KS
	60/818	2/25/06	3 yrs		Lease (2) 283	Township 30 South, Range 11 East Section 15: SW/4 Section 22: N/2NW/4, SE/4NW/4	Elk	KS
Howard E. & Debbie J. Unruh	60/861	2/25/06	3 yrs		Total Acres 200	Township 30 South, Range 11 East of 6th P.M. Section 21: SE/4, NE/4SW/4, SE/4SW/4	Elk	KS
Alvin V. Schibbelhute	60/619	10/1/05	3 yrs		Total Acres 400 Lease (1) - 240 Acres	Township 30 South, Range 11 East Section 12: SE/4, E/2SW/4	Elk	KS
					Lease (2) - 160 Acres	Township 30 South, Range 12 East Section 7: SW/4	Elk	KS
David Denton	60/624	10/13/05	3 yrs		Total Acres 640 Lease (1) - 320 Acres	Township 30 South, Range 11 East	Elk	KS
Dennis Bryan	60/610	9/6/05	3 yrs		Total Acres 80	Township 30 South, Range 11 East Section 19: E/2NE/4	ELK	KS
Robert Adams	60/631	10/17/05	3 yrs		Total Acres 920 Lease (1) 160 Acres	E/2 NW/4, W/2 NE/4, Sec32 T30S-R11E, Elk County, Kansas	Elk	KS
	60/633	10/17/05	3 yrs		Lease (2) 160 Acres	Township 30 South Range 11 East Section 35: NE/4	Elk	KS
Robert, Lakin, Linda Adams Alice M. & Marion Brunetti	60/710	10/17/05	3 yrs		Lease (3)- 240 Acres	Township 30 South, Range 11 East Section 27: E/2SW/4, SE/4	Elk	KS
Robert, Lakin, Linda Adams Alice M. & Marion Brunetti	60/708	10/17/05	3 yrs		Lease (4)- 80 Acres	Township 30 South, Range 11 East Section 35: W/2NW/4	Elk	KS
Robert A., Larkin & Linda T. Adams	60/704	10/17/2005	3 yrs		Lease (5)- 120 Acres	Township 30 South, Range 11 East Section 23: SE/4SE/4 Section 24: S/2SW/4 Section 26: E/2NE/4	Elk	KS
Phyllis A. & Neal F. Osborn Trustees of the Phyllis A. Osborn Trust	60/842	3/16/06	3 yrs		Total Acres 640 Lease (1) 240 Acres	Township 30 South, Range 11 East Section 15: W/2SE/4 Section 22: NE/4 Section 22: SE/4, E/2SW/4	Elk	KS
	60/846	3/16/06	3 yrs
Babst Family Limited Partnership	60/722	10/22/05	3 yrs		Total Acres 2524.1 Lease (1) - 649.55 Acres	Township 30 South, Range 12 East Section 30: Lots 1,2,3,4 E2,a/d/a All Township 30 South, Range 11 East Section 25: N/2S/2 lying North (2 Ac.) and East County Rd., NE/4 lying East County (12 Ac.)	Elk	KS
Babst Family Limited Partnership	60/719	10/22/05	3 yrs		Lease (2) - 239.34 Acres	Township 30 South, Range 12 East E/2W/2, E/2, a/d/a All	Elk	KS
	60/717	10/22/05	3 yrs		Lease (4) - 320 Acres	Township 30 South, Range 12 East Section 29: W/2	Elk	KS
Babst Family Limited Partnership	60/715	10/22/05	3 yrs		Lease (5) - 688.61 Acres	Township 30 South, Range 12 East Section 19: Lots 1,2,3,4, E/2, a,d,a All ( 632.11 Ac. ) Township 30 South, Range 11 East Section 24: All that part of the SE/4NE/4, E/2SE/4 lying East of County Road ( 56.5 Ac. )	Elk	KS
M. Ruth Royse, Trustee of the M. Ruth Royce					Total Acres 640
Lease Date-	61/003	3/20/06	3 yrs		Lease (1) 320 Acres	Township 30 South, Range 11 East Section 10: W/2	Elk	KS
	61/005	3/20/06	3 yrs		Lease (2) 320 Acres	Township 30 South, Range 11 East	Elk	KS
Margaret P. Tidwell	60/461	7/13/05	n/a	*HBP	Total Acres 959	Section 29, 30 Various	Elk	KS
*Held by production.