8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) June 23, 2011

Buckeye Oil & Gas, Inc.

(Exact name of registrant as specified in its charter)

Florida	333-167917	27-2565276
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8275 S. Eastern Ave., Suite 200, Las Vegas, NV	89123
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code	(702) 938-0491

1376 Lead Hill Blvd, Suite 100, Roseville, CA, 95747

(Former name or former address, if changed since last report)

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):

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

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

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

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

Section 1 – Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

Acquisition of Buckeye Oil Canada

On June 23, 2011 Buckeye Oil & Gas, Inc. (the “Registrant”) entered into a Stock Purchase Agreement to acquire all of the issued and outstanding shares of a private Canadian business owned by the Registrant’s sole executive officer called Buckeye Oil & Gas (Canada) Inc. (“Buckeye Canada”), a company incorporated in Alberta, Canada. The purchase price paid for the shares of Buckeye Canada was $400,000, which was paid by the issuance to Pol Brisset, the Registrant's sole officer and a director, of 1,000,000 shares of common stock of the Registrant.

As a result of the acquisition, Buckeye Canada became a wholly-owned subsidiary of the Registrant.

Pursuant to the terms of the Stock Purchase Agreement, the parties made representations and warranties customary for a transaction of this nature. Mr. Brisset, as the seller of the shares of Buckeye Canada, agreed to indemnify the Registrant for the breach of any representations made by either Mr. Prisset or Buckeye Canada contained in the Purchase Agreement.

For all the terms and provisions of the Stock Purchase Agreement, reference is hereby made to such documents annexed hereto as Exhibit 10.1.  All statements made herein concerning the foregoing are qualified in their entirety by reference to said exhibit.

Farmout and Participation Agreement with Luxor

Buckeye Canada’s sole asset is rights granted pursuant to a Farmout and Participation Agreement with Luxor Oil & Gas, Inc. (“Luxor”).  Under this agreement Buckeye Canada has agreed to incur 80% of the cost of drilling a well on one of Luxor’s properties in exchange for a 56% working interest in said well. Buckeye Canada has paid Luxor CDN $305,753 (approximately USD $311,900) in connection with the drilling of this well, and it is anticipated that approximately CDN $160,000 (approximately USD $163,200) in additional expenses will be incurred to complete the well. It is expected to be drilled by July 15, 2011.

Buckeye Canada has the right of first refusal to participate on two additional properties if Luxor determines that it desires to pursue drilling on those properties. If Buckeye Canada exercises this right, it will need to pay 80% of such expenses in exchange for 56% of the revenues.

In a separate agreement, Buckeye Canada sold half of its interest in its rights pursuant to the Farmout Agreement with Luxor to a privately-owned company. Accordingly, Buckeye Canada will only have a 28% interest in any wells drilled by Luxor, as long as the private company continues to fund its half of the required amount of expenses.

For all the terms and provisions of the Farmout and Participation Agreement, reference is hereby made to such documents annexed hereto as Exhibit 10.2.  All statements made herein concerning the foregoing are qualified in their entirety by reference to said exhibits.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Document
10.1	Stock Purchase Agreement dated June 23, 2011 among Buckeye Oil & Gas, Inc., Pol Brisset and Buckeye Oil & Gas Canada, Inc.
10.2	Farmout and Participation Agreement dated May 12, 2011 between Luxor Oil & Gas Ltd. and Buckeye Oil & Gas (Canada), Inc.

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.

Date:  June 28, 2011

BUCKEYE OIL & GAS, INC.

By: /s/ Pol Brisset

Name: Pol Brisset

Title: President and Chief Executive Officer

EX-10.1

STOCK PURCHASE AGREEMENT, dated as of June 23, 2011 among Buckeye Oil & Gas, Inc., a Florida corporation (the “Buyer”), Pol Brisset (the “Seller”) and Buckeye Oil & Gas (Canada), Inc., a company incorporated in Alberta, Canada (the "Company").

WITNESSETH:

WHEREAS, Buyer desires to purchase 400,00 shares (the “Shares”) of common stock (the “Common Stock”) of the Company from the Seller, for the purchase price provided herein, and the Seller desires to sell the Shares to the Buyer; and

WHEREAS, the Shares represent 100% of the issued and outstanding shares of the Company on a fully-diluted basis.

NOW, THEREFORE, in consideration of the promises and the mutual covenants, representations and warranties contained herein, the parties hereto do hereby agree as follows:

1.SALE OF SECURITIES

1.1           Share Purchase.  Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 2.1 below), the Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from the Seller, good and marketable title to the Shares, free and clear of all mortgages, liens, encumbrances, claims, equities and obligations to other persons of every kind and character, except that the Shares will be “restricted securities” as defined in the Securities Act of 1933, as amended (the “Securities Act”) and pursuant to other applicable securities laws and regulations.

1.2           Purchase Price.  The purchase price for the Shares shall be $400,000 (the “Purchase Price”). The Purchase Price shall be paid by the issuance to the Seller of 1,000,000 shares of common stock of the Buyer (the "Consideration Shares").

2.THE CLOSING

2.1           Place and Time.  The closing of the sale and purchase of the Shares (the “Closing”) shall take place at the offices of David Lubin & Associates, PLLC, 10 Union Avenue, Suite 5, Lynbrook, N.Y. 11563 on such date (the “Closing Date”) and time as the parties shall so agree.  Except as agreed to by the parties, the Closing shall occur simultaneous with the execution and delivery of this Agreement.

2.2           Deliveries by the Seller and the Company.  At the Closing, the Seller and/or the Company shall deliver to the Buyer the following:

(a) certificate(s) representing the 400,000 Shares, duly registered in the name of the Buyer, signature medallion guaranteed;

(b) a certificate issued by the Alberta Secretary of State as to the good standing of the Company as of a date within three business days of the Closing;

(c) the Company’s original minute books containing the resolutions and actions by the directors and stockholders of the Company and the Company’s other original books and records;

(d) the Company’s financial and accounting records (including the Company’s general ledger), all banking records and federal and state tax and other regulatory filings in whatever media they exist, including paper and electronic media; and

(e) all other documents, instruments and writings required by this Agreement to be delivered by the Company at the Closing, all of the Company’s original books of account and record, and any other documents or records relating to the Company’s business reasonably requested by Buyer in connection with this Agreement.

2.3           Deliveries by the Buyer.  At the Closing, the Buyer shall deliver to the Seller a stock certificate representing the Consideration Shares as payment in full of the Purchase Price. The certificate evidencing the Consideration Shares shall bear one or more legends, including without limitation, any legend required by applicable securities law indicating that the Consideration Shares are "restricted securities".

3.   REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE COMPANY

The Seller represents, warrants and covenants to and with Buyer, as an inducement to Buyer to enter into this Agreement and to consummate the transaction contemplated hereby as follows:

3.1           Authorization of Agreement.  The Company and the Seller are fully able, authorized and empowered to execute and deliver this Agreement and any other agreement or instrument contemplated by this Agreement and to perform their respective covenants and agreements hereunder and thereunder.  This Agreement and any such other agreement or instrument, upon execution and delivery by the Seller and the Company (and assuming due execution and delivery hereof and thereof by the other parties hereto and thereto), will constitute a valid and legally binding obligation of the Seller and the Company, in each case enforceable against each of them in accordance with its terms.

3.2            Ownership of the Shares.  The Seller is the record and beneficial owner of the Shares.  The Seller holds the Shares free and clear of any lien, pledge, encumbrance, charge, security interest, claim or right of another, other pursuant to applicable securities laws,  and has the absolute right to sell and transfer the Shares to the Buyer as provided in this Agreement without the consent of any other person or entity.  Upon transfer of the Shares to Buyer hereunder, Buyer will acquire good and marketable title to the Shares free and clear of any lien, pledge, encumbrance, charge, security interest, claim or right of another, other than applicable securities laws.

3.3            No Breach.  Neither the execution and delivery of this Agreement nor compliance by the Company and/or the Seller with any of the provisions hereof nor the consummation of the transactions and actions contemplated hereby will:

(a)violate or conflict with any provision of the Articles of Incorporation or By-Laws of the Company;

(b)violate or, alone or with notice of the passage of time, result in the material breach or termination of, or otherwise give any contracting party the right to terminate, or declare a default under, the terms of any agreement or other document or undertaking, oral or written to which the Seller and/or the Company is a party or by which any of them or any of their respective properties or assets may be bound;

(c)result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Seller and/or the Company pursuant to the terms of any such agreement or instrument;

(d)violate any statute, ordinance, regulation judgment, order, injunction, decree or award of any court or governmental or quasi governmental agency against, or binding upon the Seller and/or the Company or upon any of their respective properties or assets; or

(e)violate any law or regulation of any jurisdiction relating to the Seller and/or the Company or any of their respective assets or properties.

3.4            Obligations; Authorizations.  Neither the Company nor the Seller are (i) in violation of any judgment, order, injunction, award or decree which is binding on any of them or any of their assets, properties, operations or business which violation, by itself or in conjunction with any other such violation, would adversely affect the consummation of thetransaction contemplated hereby; or (ii) in violation of any law or regulation or any other requirement of any governmental body, court or arbitrator relating to him or it, or to his or its assets, operations or businesses which violation, by itself or in conjunction with other violations of any other law, regulation or other requirement, would materially adversely affect the consummation of the transaction contemplated hereby.

3.5            Consents.  No consents of third parties, including, but not limited to, Luxor Oil & Gas Ltd., or any governmental or other regulatory agencies, federal, state or municipal, required to be received by or on the part of the Company and the Seller for the execution and delivery of this Agreement and the performance of their respective obligations hereunder have been obtained and are in full force and effect.

3.6           Organization.  The Company is a corporation duly organized, validly existing and in good standing under the laws of the Alberta, Canada and has full power and authority to own, lease and operate its properties and to carry on its business as now being and as heretofore conducted.  The Company is not qualified or licensed to do business as a foreign corporation in any other jurisdiction and neither the location of its assets nor the nature of its business requires it to be so qualified.

3.7           Capitalization.  The total authorized and issued capital stock of the Company is an unlimited authorized and 400,000 outstanding shares of Common Stock.  There are no pre-preemptive rights and no cumulative voting. There are no shares of preferred stock or any other class of security. The Company has no shares reserved for issuance pursuant to any stock option plan or pursuant to securities exercisable for, or convertible into or exchangeable for shares of Common Stock.  All of the issued and outstanding shares of capital stock of the Company (i) are duly authorized, validly issued, fully paid and nonassessable, (ii) were issued in compliance with all applicable securities laws and (iii) are owned of record and beneficially by the Seller.  No shares of capital stock of Company are subject to preemptive rights or any other similar rights.  There are (i) no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company, (ii) no agreements or arrangements under which the Company is obligated to register the sale of any of its or their securities under the Securities Act and (iii) no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing any such rights). The Shares are free and clear of all liens, encumbrances, objections, title defects, security interest, pledges, mortgages, charges, claims, options, preferential arrangements or restrictions of any kind, including but not limited to any restriction on the use, voting, transfer or other exercise of any attributes of ownership, other than those created by applicable federal and state securities laws. Neither the Company nor any of its shareholders is a party to any agreement, voting trust, proxy, option, right of first refusal or any other agreement or understanding with respect to the Common Stock or its respective equity interests.

Upon the Closing, the Buyer will own 100% of the issued and outstanding share capital of the Company on a fully-diluted basis, free and clear of any liens, encumbrances, objections, title defects, security interest, pledges, mortgages, charges, claims, options, preferential arrangements or restrictions of any kind, including but not limited to any restriction on the use, voting, transfer or other exercise of any attributes of ownership, other than those created by applicable federal and state securities laws.

3.8            Contracts.  The Company is not a party to any contract, agreement, indenture, deed of trust, license, note, bond, mortgage, lease, guarantee and any similar understanding or arrangement, whether written or oral, other than (i) the agreement dated May 12, 2011 with Luxor Oil & Gas Ltd. and (ii) the Participation Agreement dated May 16, 2011 with Pioneer Marketing Group Ltd. (together, the "Contracts").

3.9            Taxes, Liabilities.  The Company has filed all tax returns which are required to be filed by it, through and including the date hereof and as of the Closing Date. On the Closing Date, there are no liabilities, debts or obligations of the Company, whether accrued, absolute, contingent or otherwise (the “Liabilities”) other than pursuant to the Contracts.

3.10            Actions and Proceedings.  Neither the Seller nor the Company is subject to any outstanding orders, writs, injunctions or decrees of any court or arbitration tribunal or any governmental department, commission, board, agency or instrumentality, domestic or foreign, against, involving or affecting the business, properties or employees of the Company or the Seller’s right to enter into, execute and perform this Agreement (or any of the transactions contemplated hereby).  There are no actions, suits, claims or legal, administrative or arbitration proceedings or investigations, relating to or arising out of the business, properties or employees of the Company pending or, to the best knowledge of the Company and the Seller, threatened against or affecting the Company.

3.11            Compliance with Laws. The Company has complied in all respects with all laws, ordinances, regulations and orders applicable to the conduct of its business.

3.12            Subsidiaries.  There are no corporations, partnerships or other business entities controlled by the Company.  As used herein, “controlled by” means (i) the ownership of not less than fifty (50%) percent of the voting securities or other interests of a corporation, partnership or other business entity, or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a corporation, partnership or other business entity, whether through the ownership of voting shares, by contract or otherwise.  The Company has not made any investments in, nor does it own, any of the capital stock of, or any other proprietary interest in, any other corporation, partnership or other business entity.

3.13            Litigation, Compliance with Law.  There are no actions, suits, proceedings, or governmental investigations (or any investigation of any self-regulatory organization) relating to the Company or to any of its properties, assets or businesses pending or, to the best of its knowledge, threatened, or any order, injunction, award or decreeoutstanding against the Company or against or relating to any of its properties, assets or businesses.  The Company is not in violation of any law, regulation, ordinance, order, injunction, decree, award or other requirements of any governmental body, court or arbitrator relating to its properties, assets or business.

3.14            Agreements and Obligations; Performance.  Other than the Contracts, the Company is not a party to, or bound by any: (i) contract, arrangements, commitment or understanding; (ii) contractual obligation or contractual liability of any kind to the Seller; (iii) contract, arrangement, commitment or understanding with its customers or any officer, employee, stockholder, director, representative or agent thereof for the repurchase of products, sharing of fees, the rebating of charges to such customers, bribes, kickbacks from such customers or other similar arrangements; (iv) contract for the purchase or sale of any materials, products or supplies which contain, or which commits or will commit it for a fixed term; (v) contract of employment with any officer or employee not terminable at will without penalty or premium or any continuing obligation of liability; (vi) deferred compensation, bonus or incentive plan or agreement not cancelable at will without penalty or premium or any continuing obligation or liability: (vii) management or consulting agreement not terminable at will without penalty or premium or any continuing obligation or liability; (viii) lease for real or personal property (including borrowings thereon), license or royalty agreement; (ix) union or other collective bargaining agreement; (x) agreement, commitment or understanding relating to the indebtedness for borrowed money; (xi) contract involving aggregate payments or receipts of $100 or more

which, by its terms, requires the consent of any party thereto to the consummation of the transactions contemplated hereby; (xii) contract containing covenants limiting the freedom of the Company to engage or compete in any line of business or with any person in any geographic area; (xiii) contract or opinion relating to the acquisition or sale of any business; (xiv) voting trust agreement or similar stockholders' agreement; and/or (xiv) other contract, agreement, commitment or understanding which materially affects any of its properties, assets or business, whether directly or indirectly, or which was entered into other than in the ordinary course of business.

3.15            Permits and Licenses.  The Company is in compliance in all material respects with all requirements, standards and procedures of the federal, state, local and foreign governmental bodies which issued such permits, licenses, orders, franchises and approvals.

3.16           Securities Representations.

(a)           Investment Purposes.  The Seller is acquiring the Consideration Shares for its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part in any transactions that would be in violation of the Securities Act or any state securities or "blue-sky" laws.  No other Person has a direct or indirect beneficial interest in, and the Seller does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such Person or to any third party, with respect to, the Consideration Shares or any part thereof that would be in violation of the Securities Act or any state securities or "blue-sky" laws or other applicable Law.

(b)           No General Solicitation.  The Seller is not receiving the Consideration Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio; or presented at any seminar or similar gathering; or any solicitation of a subscription by a Person, other than Purchaser personnel, previously known to the Seller.

(c)           No Obligation to Register Shares.  The Seller understands that the Buyer is under no obligation to register the Consideration Shares under the Securities Act, or to assist the Seller in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction.  The Seller understands that the Consideration Shares must be held indefinitely unless the sale thereof is subsequently registered under the Securities Act and applicable state securities laws or exemptions from such registration are available.  All certificates evidencing the Consideration Shares will bear a legend stating that the Consideration Shares have not been registered under the Securities Act or state securities laws and they may not be resold unless they are registered under the Securities Act and applicable state securities laws or exempt therefrom.

 (d)           Exemption from Registration.  The Seller acknowledges his understanding that the issuance of the Consideration Shares is intended to be exempt from registration under the Securities Act.

(e)           Accredited Investor.  The Seller is an “Accredited Investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(f)           No Reliance.  Other than as set forth herein, the Seller is not relying upon any other information, representation or warranty by the Buyer or any officer, director, stockholder, agent or representative of the Buyer in determining to invest in the Consideration Shares.  The Seller has consulted, to the extent deemed appropriate by the Seller, with his own advisers as to the financial, tax, legal and related matters concerning an investment in the Consideration Shares and on that basis believes that his investment in the Consideration Shares is suitable and appropriate.

(g)           No Governmental Review.  The Seller is aware that no federal or state agency has (1) made any finding or determination as to the fairness of this investment, (2) made any recommendation or endorsement of the Consideration Shares or the Buyer, or (3) guaranteed or insured any investment in the Consideration Shares or any investment made by the Buyer.

3.17           Disclosure. Neither this Agreement, nor any certificate, exhibit, or other written document or statement, furnished to the Buyer by the Seller and/or the Company in connection with the transactions contemplated by this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to be stated in order to make the statements contained herein or therein not misleading.

4.REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to the Company and the Seller as follows:

4.1            Authorization of Agreement.  The Buyer is fully able, authorized and empowered to execute and deliver this Agreement, and any other agreement or instrument contemplated by this Agreement, and to perform its obligations contemplated hereby and thereby. This Agreement, and any such other agreement or instrument, upon execution and delivery by Buyer (and assuming due execution and delivery hereof and thereof by the other parties hereto and thereto), will constitute the legal, valid and binding obligation of the Buyer, in each case enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect which affect creditors' rights generally and by legal and equitable limitations on the availability of specific performance and other equitable remedies against the Buyer under or by virtue of this Agreement or such other agreement or instrument.

4.2            No Buyer Defaults.  Neither the execution and delivery of this Agreement, nor the consummation of the transaction contemplated hereby, will (i) violate, conflict with or result in the breach or termination of, or otherwise give any other contracting party the right to terminate, or constitute a default under the terms of, any mortgage, bond, indenture or material agreement to which the Buyer is a party or by which the Buyer or any of their property or assets may be bound or materially affected, (ii) violate any judgment, order, injunction, decree or award of any court, administrative agency or governmental body against, or binding upon, the Buyer or upon the property of the Buyer, or (iii) constitute a violation by the Buyer of any applicable law or regulation of any jurisdiction as such law or regulation relates to Buyer or to the property of the Buyer.

4.3           No Litigation, Etc.  There is no material suit, action, or legal, administrative, arbitration or other proceeding or governmental investigation pending or, to Buyer's best knowledge, threatened against, materially affecting or which will materially affect, the property of the Buyer.

4.4           Investment Intent.  The Buyer is acquiring the Shares for its own account and for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part of the Shares except in compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the SEC thereunder, and applicable state securities laws.

4.5           Consideration Shares.  The Consideration Shares shall be duly authorized, validly issued, fully paid and nonassessable, and not issued in violation of any preemptive or similar rights.  Upon delivery to the Seller of the certificates representing the Consideration Shares, the Seller will acquire good and valid title to such Consideration Shares, free and clear of any encumbrances, other than restrictions under applicable securities laws.

5.           INDEMNIFICATION BY THE COMPANY AND THE SELLER

5.1           Claims Against the Company and the Seller.

(a)           The Company and the Seller, jointly and severally, shall indemnify and hold the Buyer harmless from and against any loss, damage or expense (including reasonable attorneys' fees) caused by or arising out of any claim made against the Company:

(i)for any broker's or finder's fee or any similar fee, charge or commission incurred by the Company and/or the Seller prior to or in connection with this Agreement or the transaction contemplated hereby;

(ii)for any foreign, Federal, state or local tax of any kind arising out of or by reason of the existence or operations of the Company and/or the Seller prior to the Closing;

(iii)for any damages to the environment caused by or arising out of any pollution resulting from or otherwise attributable to the operation of the business of the Company prior to the Closing;

(iv)in respect of any payable of the Company incurred prior to the Closing;

(v)in respect of any liability or indebtedness for borrowed money or otherwise incurred on or before the Closing, including, without limitation, with respect to the execution and performance of this Agreement

(b)           Other Matters.  The Company and the Seller, jointly and severally, shall also indemnify and hold the Buyer harmless from and against any loss, damage or expense (including reasonable attorneys' fees) caused by or arising out of (i) any breach or default in the performance by the Company and the Seller of any covenant or agreement of the Company and the Seller contained in this Agreement, (ii) any breach of warranty or inaccurate or erroneous representation made by the Company and the Seller herein or in any Exhibit, certificate or other instrument delivered by or on behalf of the Company and the Seller pursuant hereto, and (iii) any and all actions, suits, proceedings, claims, demands, judgments, costs and expenses (including reasonable legal and accounting fees) incident to any of the foregoing.

6.           INDEMNIFICATION BY BUYER

The Buyer shall indemnify and hold harmless the Seller from and against all loss, damage or expense (including reasonable attorneys' fees) caused by or arising out of (i) any breach or default in the performance by the Buyer of any covenant or agreement of the Buyer contained in this Agreement, (ii) any breach of warranty or inaccurate or erroneous representation made by the Buyer herein or in any certificate or other instrument delivered by or on behalf of the Buyer pursuant hereto and (iii) any and all actions, suits, proceedings, claims, demands, judgments, costs and expenses (including reasonable legal and accounting fees) incident to the foregoing.

7.           NOTICE AND OPPORTUNITY TO DEFEND

Promptly after the receipt by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”).  Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance.  The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance.  The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be

subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party.  If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability.  All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liability.

8.           MISCELLANEOUS

8.1           Brokers.  Each of the Company and the Seller on the one hand, and the Buyer on the other hand represent and warrant to the other that neither has employed any broker, finder or similar agent and no person or entity with which each has had any dealings or communications of any kind is entitled to any brokerage, finder's or placement fee or any similar compensation in connection with this Agreement or the transaction contemplated hereby.

8.2           Expenses.  Each of the parties hereto agrees to bear its own expenses in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transaction contemplated hereby.

8.3           Further Assurances.  Each of the parties shall execute such documents or other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated in this Agreement.

8.4            Successors and Assigns.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and assigns.  No assignment of this Agreement or of any rights hereunder shall relieve the assigning party of any of its obligations or liabilities hereunder.

8.5            Notices. All notices or other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand, overnight courier, facsimile transmission or prepaid cable or telegram and confirmed in writing, or mailed first class, postage prepaid, by registered or certified mail, return receipt requested (mailed notices and notices sent by facsimile transmission, cable or telegram shall be deemed to have been given on the date sent) to the address of the parties provided to each other or in any case to such other address or addresses as hereafter shall be furnished as provided in this Section 8.5 by either of the parties hereto to the other party hereto.

8.6            Waiver; Remedies.  No delay on the part of any of the Seller, the Company or Buyer in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of the Seller, the Company or Buyer of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise of any other right, power or privilege hereunder.  The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies which the parties hereto may otherwise have at law or in equity.

8.7            Entire Agreement.  This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings (in writing, oral or otherwise) of the parties relating thereto.

8.8            Amendment.  This Agreement may be modified or amended only by written agreement of the parties hereto.

8.9            Counterparts.  This Agreement may be executed in any number of counterparts and by facsimile, each of which shall be deemed an original but all of which together shall constitute a single instrument.

8.10 Governing Law.  This Agreement shall be governed by and construed exclusively in accordance with the internal laws of the State of Florida without regard to the conflicts of laws principles thereof.

8.11            Captions.  All Section titles or captions contained in this Agreement, in any Exhibit referred to herein or in any Exhibit annexed hereto are for convenience only, shall not be deemed a part of this Agreement and shall not affect the meaning or interpretation of this Agreement.

8.12           Acknowledgments. Each party hereto acknowledges and agrees that he has received or has had the opportunity to receive independent legal counsel of his own choice and that he has been sufficiently apprised of his rights and responsibilities with regard to this Agreement. This Agreement shall be construed to effectuate the mutual intent of the parties. The parties and their counsel have cooperated in the drafting and preparation of this Agreement, and this Agreement therefore shall not be construed against any party by virtue of its role as the drafter thereof. No drafts of this Agreement shall be offered by any party, nor shall any draft be admissible in any proceeding, to explain or construe this Agreement.

Signature pages to follow; remainder of page intentionally omitted

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered on the day and year first above written.

BUCKEYE OIL & GAS INC.

By: _/s/_Pol Brisset__________________

Name: Pol Brisset

Title:   Chief Executive Officer

__/s/_Manny Dhinsa____________

Name: Manny Dhinsa

Title: Secretary and Director

BUCKEYE OIL & GAS (CANADA) INC.

By: _/s/_Pol Brisset__________________

Name: Pol Brisset

Title:   Chief Executive Officer

EX-10.2

Luxor Oil & Gas Ltd.

300, 840 – 6 Avenue S.W.

Calgary, AB  T2P 3E1

Telephone: 403.260.5379

May 12, 2011

Buckeye Oil & Gas Canada, Inc.

300, 840 – 6 Ave SW

Calgary, AB  T2P 3E5

Attention: Pol Brisset, President

Dear Sirs:

Re:           Farmout and Participation Agreement

Valhalla Area, AB

Further to recent discussions between our companies, this letter agreement intends to set forth the terms upon which Luxor Oil and Gas Ltd. (“Luxor”) is prepared to farm out certain of its interests in the Farmout Lands to Buckeye Oil & Gas Canada, Inc. (“Buckeye”)

1.      Definitions

Each capitalized term in this Head Agreement will have the meaning given to it in the Farmout & Royalty Procedure, and, in addition:

(a) “Contract Depth” means the lesser of a depth sufficient to fully penetrate the Dunvegan formation or down to and including 775 metres subsurface;

(b)      “Farmout & Royalty Procedure” means the standard form 1997 CAPL Farmout &Royalty Procedure which by this reference is incorporated into this Agreement subject tothe elections and amendments that are attached as Schedule “B”;

(c) “Farmee” means Buckeye, as to 80% of Luxor’s Pre-Farmout Rights;

(d)                 “Farmor” means Luxor as to 80% of its Pre-Farmout Rights;

(e) “Mutual Interest Lands” means any interest in any single parcel of petroleum and natural gas rights where over 50% of that parcel, by surface area, is within one (1) mile of the Farmout Lands;

(f) “Operating Procedure” means the standard form 2007 CAPL Operating Procedure, along with the standard form 1996 PASC Accounting Procedure annexed as Exhibit “I” thereto, which by this reference is incorporated into this Agreement subject to the elections and amendments that are attached as Schedule “C”;

(g)      “Participant” means Luxor as to 20% of its Pre-Farmout Rights;

(h) “Pre-Farmout Rights” mean the 100% interest of Luxor in the Farmout Lands;

(i) “ROFR Lands” shall mean the Part II Lands and the Part III Lands as identified on Schedule “A” attached hereto.

2.      Schedules

The following Schedules are attached hereto and made part of this Agreement:

(a) Schedule “A”, which describes the Title Documents, the Farmout Lands, the ROFR Lands, Luxor’s Pre-Farmout Rights and the Encumbrances;

(b) Schedule “B”, which specifies the elections and amendments to the Farmout & Royalty Procedure;

(c) Schedule “C”, which specifies the elections and amendments to the Operating Procedure;

(d) Schedule “D”, which specifies the types of drilling information required to be supplied by the Participant to the Farmee pursuant to the Farmout & Royalty Procedure;

(e) Schedule “E”, which is the Authority for Expenditure detailing the estimate of costs to drill and case (or abandon) the Test Well (“the Test Well Drilling AFE”).

3. Farmout & Royalty Procedure, Operating Procedure and Operations During Earning Phase

(a)   Luxor, as Participant, is appointed the initial Operator under this Agreement, and the Farmout & Royalty Procedure shall be deemed to be amended so as to give effect to this provision;

(b)      During the period prior to Farmee earning the interest contemplated by this Agreement,as and between Farmee, as to an 80% interest, and Participant, as to a 20% interest, theOperating Procedure will be in full force and effect;

(c)      During the period prior to Farmee earning the interest contemplated by this Agreement,as and between Farmee and Farmor, the Farmout & Royalty Procedure will be in fullforce and effect.

4. Test Well

(a)   On behalf of Farmee and Participant, Participant, between the period commencing on May 26, 2011 (or sooner if practicable) and ending on July 15, 2011, (subject to reasonable surface access, rig availability and regulatory approval), will Spud the Test Well at a location in 1-35-75-8-W6M on the Farmout Lands;

(b)      On or before May 16, 2011, Farmee shall pay to Participant the sum of$305,753.00, representing 100% of Farmee’s 80% share of the Test Well DrillingAFE costs;

(c)      For clarity, the participating interests of Farmee and Participant, through drilling,completion (or abandonment), equipping and tie-in (if required for production) of theTest Well will be:

Farmee 80%

Participant 20%

subject to the Operating Procedure, except that the provisions of Clause 9.03 of the Operating Procedure will be deemed not to apply during the period prior to earning. For clarity, in the event that Farmee elects not to participate in the setting of casing in the Test Well if proposed by Participant, Farmee will be deemed to have forfeited its right to earn an interest in the Farmout Lands on which the non-participation election applies, and Farmee will have no further rights with respect to that Test Well or the Farmout Lands on which such Test Well was drilled; and the costs relating to the setting of production casing (less the costs relating to the abandonment of the Test Well if it was not cased) would be to the credit of Farmee.

(d)      Subject to Article 3.00 of the Farmout & Royalty Procedure (amended as necessary),Farmee, upon having drilled, completed (or abandoned), equipped and tied-in (if requiredfor production) the Test Well, as to an 80% participating interest, will have earned a 56%undivided interest in the Farmout Lands, to the base of the deepest formation penetrated and fully evaluated in the Test Well, subject to the Encumbrances, so that the Test Well and the Farmout Lands will be held as follows:

Farmee 56%

Farmor 24%

Participant                      20%

(e) Upon Farmee earning an interest in the Farmout Lands as set forth in subclause 4(d), the Test Well and the Farmout Lands will be operated pursuant to the Operating Procedure.

5. ROFR Lands

(a) For a period of one (1) year following the rig release date of the Test Well drilled pursuant to Clause 4 hereof (“the Option Period”), Farmee will have a right of first refusal to elect to farmin and participate with Farmor in the drilling of a test well that may be proposed by Luxor on the Part II Lands identified on Schedule “A” attached hereto;

(b) In the event that Luxor proposes to drill a test well on the Part II Lands (“the Part II Lands Test Well”) during the Option Period, Farmor shall notify Farmee in writing providing the details of such test well (such notification will include the same requirements as if the Part II Lands Test Well was being proposed as an Independent Operation pursuant to the Operating Procedure). Within thirty (30) days of receipt of such notification, Farmee shall elect in writing to Luxor whether or not Farmee elects to farmin and participate in the Part II Lands Test Well. A non-response to Luxor’s notification shall be deemed an election not to farmin on the Part II Lands, and any further right to participate in the Part II Lands Test Well, and to earn an interest in the Part II Lands, will terminate.

(c) In the event that Farmee elects to exercise its right of first refusal to farmin and participate in the Part II Lands Test Well, the terms of earning and the conduct of operations during the earning period will be the same, mutatis mutandis, as set forth in Clause 4 hereof. The term “Farmout Lands” shall be substituted with “Part II Lands”, and the term “Test Well” shall be substituted with “Part II Lands Test Well”, as applicable. For clarity, Farmee will have the right to participate in the Part II Lands Test Well as to 80% of Luxor’s Pre-Farmout Rights to earn 56% of the interest of Luxor after drilling, completing (or abandoning), equipping and tie-in (if required) of the Part II Lands Test Well.

(d) Similarly, Farmee will have a right of first refusal on the Part III Lands on the same terms and conditions as set forth in subclauses 5(a), 5(b) and 5(c) above, if and when proposed by Luxor during the Option Period. For clarity, the election of Farmee to exercise its right of first refusal with respect to the Part III Lands may be exercised whether or not Farmee is, or was offered, or elects or elected, to exercise its right of first refusal with respect to the Part II Lands.

6. Assignment by Farmee Prior to Earning

(a)      Until Farmee has earned the entire interest in the Farmout Lands that it is entitled to earnhereunder or its right to earn any further interest hereunder has terminated or expired,Farmee shall not assign all or any portion of its interest in this Agreement or in theFarmout Lands without the prior consent of Farmor, which consent shall not be unreasonably withheld;

(b)      In addition to the restrictions on assignment imposed by subclause 6(a) above, Farmeemay not assign its rights of first refusal granted pursuant to Clause 5 hereof without priorconsent of Farmor, which consent may be withheld at Farmor’s discretion.

7. Limitations

The 2-year period for seeking a remedial order under section 3(1)(a) of the Limitations Act, R.S.A. 2000c. L-12, as amended (the “Act”), for any claim (as defined in the Act) arising in connection with this Agreement is extended to:

(a) for claims disclosed by an audit, two (2) years after the time this Agreement permitted that audit to be performed; or

(b) for all other claims, four (4) years.

8.      Area of Mutual Interest

(a)      With respect to the Farmout Lands, Article 8.00 of the Farmout & Royalty Procedure willbe in effect for a period of one (1) year from therig release date of the Test Well. Subjectto that Article, the Parties will have the right to participate in an acquisition of MutualInterest Lands in the following percentages:

Farmee                             56%

Farmor                             24%

Participant                      20%

(b) With respect to the ROFR Lands, Article 8.00 of the Farmout & Royalty Procedure will be in effect for a period of one (1) year from the rig release date of the Part II Lands Test Well, only if proposed pursuant to Clause 5, and only if Farmee elects to exercise its right of first refusal to farmin and participate in the Part II Lands Test Well. For clarity, the provisions of Article 8.00 of the Farmout & Royalty Procedure will not be in effect during the period prior to Farmee’s election to participate in the Part II Lands Test Well.

The parties further agree there will be no area of mutual interest with respect to the Part III Lands, and therefore Clause 8.00 of the Farmout & Royalty Procedure will be deemed to be amended accordingly.

9. General

(a) In the event that the provisions of this Agreement conflict with any of the provisions of the Schedules attached hereto, the provisions of this Agreement shall prevail;

(b) In the event that the provisions of this Agreement conflict with any of the terms or provisions of a Title Document or the Regulations, such provision of the Title Document or the Regulations shall prevail;

(c) This Agreement shall be interpreted in accordance with the laws of the Province of Alberta and the parties hereto irrevocably attorn to the exclusive jurisdiction of the Courts of the Province of Alberta;

(d) This Agreement shall be legally binding on the parties hereto and shall enure to the benefit of their respective successors and assigns;

(e) Each of the Parties represents and warrants that it now has or is entitled to have full right, full power and absolute authority to enter into this Agreement;

(f) Each Party entitled to information obtained hereunder or pursuant to this Agreement may use such information and its interpretations for its sole benefit only;

(g) This Agreement may be executed in as many counterparts as necessary, and when all counterparts are taken together, this Agreement shall be deemed to constitute one Agreement.

10.      Supersedes Previous Agreements

As of the date hereof, this Agreement shall supersede and wholly replace any verbal or written agreements between the Parties respecting the subject matter hereof.

11.      Addresses For Notices

The procedure for service of Notices, and the addresses of the Parties shall be as set forthunder Clause 2202 of the Operating Procedure.

If the foregoing reflects your understanding of the terms and conditions agreed to respecting this Agreement, please sign and return the counterpart execution pages of this Agreement at your earliest opportunity.

Yours truly,

LUXOR OIL AND GAS LTD.         Wally Pollock, President Tel: 403-260-5379 Fax: 403-260-5378 Email: wally@luxoroilandgas.com   AGREED TO AND ACCEPTED THIS   _12____  DAY OF _May_________ _, 2011     BUCKEYE OIL & GAS CANADA, INC.   Per:_/s/ Pol Brisset______________________   Title: _President________________________    

Attachments – Schedules “A”, “B”, “C”, “D”, “E”

SCHEDULE “A”

ATTACHED TO and forming part of a Farmout and Participation Agreement dated May 12, 2011 between Luxor Oil and Gas Ltd. and Buckeye Oil & Gas Canada, Inc.

Farmout Lands

Title Documents	Farmout Lands	Luxor’s Pre-Farmout Rights	Encumbrances
Alberta Crown P&NG Lease No. 0510030702 Expiry: 2015 03 24	75-8-W6M: S & NE 35 PNG to base Bluesky-Bullhead	100%	Crown SS Royalty

ROFR Lands

Part II Lands:

Title Documents	Lands	Luxor’s Pre-Farmout Rights	Encumbrances
Alberta Crown P&NG Lease No. 0509080476 Expiry: 2014 08 19	78-7-W6M: N 32 All P&NG 78-7-W6M: Lsds 1, 2, 3, 4 of Sec 32 P&NG below base Doe Creek 78-7-W6M: Lsds 5, 6, 7, 8 of Sec 32 P&NG below base Peace River	100%	Crown SS Royalty

Part III Lands:

Any lands owned or acquired by Luxor (other than the Farmout Lands and the Part II Lands) between the Effective Date and the end of the Option Period (as defined in Clause 5 of the Head Agreement) on which Luxor proposes to drill and licenses a well.

SCHEDULE  “B”

ATTACHED TO and forming part of a Farmout and Participation Agreement dated May 12, 2011 between Luxor Oil and Gas Ltd. and Buckeye Oil & Gas Canada, Inc.

Farmout & Royalty Procedure Elections and Amendments

1.   Effective Date (Subclause 1.01(f)) – May 12, 2011

2. Payout (Subclause 1.01(t), if Article 6.00 applies)  Not Applicable

Alternate A - ___

Alternate B - ___

                      Alternate B options, if applicable - ___ m3 of Equivalent Production and __ years.

3.           Incorporation of Clauses from 1990 CAPL Operating Procedure (Clause 1.02)

(i)   Insurance (311)                                                      Alternate A - ______                                           Alternate B - ___ X___

4.   Article 4.00 (Option Wells) will ____ /will not __­X __ apply.

5.   Article 5.00 (Overriding Royalty) will _____/will not __ X__ apply.

6.   Quantification of Overriding Royalty (Subclause 5.01A, if applicable)  Not Applicable

(i)   Crude oil (a)                                -           Alternate - _____

-   If Alternate 1 applies, _____%

-   If Alternate 2 applies, ­­­­ ________, min. _____, max. _____

(ii)  Other (b)                                -           Alternate - ___ __

-   If Alternate 1 applies, ______%

-   If Alternate 2 applies, ____% in (I) and ____ in (ii)

7.   Permitted Deduction (Subclause 5.04B, if applicable) – Alternate ______  Not Applicable

8.   Article 6.00 (Conversion of Overriding Royalty) – will _____/will not ___­___ apply  Not Applicable

·   If Article 6.00 applies, conversion to _____ of working Interest in Subclause 6.04A.

9. Article 8.00 (Area of Mutual Interest) – will __X__ will not _____ apply (amended as per Clause 8(b) of the Head Agreement)

10.           Reimbursement of Land Maintenance Costs (Clause 11.02) – will __/will not _X__ apply.

·   If applies, reimbursement of $____________.

SCHEDULE “C”

ATTACHED TO and forming part of a Farmout and Participation Agreement dated May 12, 2011 between Luxor Oil and Gas Ltd. and Buckeye Oil & Gas Canada, Inc.

CAPL OPERATING PROCEDURE – 2007

Clause 1.01 – Market Price Definition, optional sentence:	Will Apply Will Not Apply
Clause 1.01 – Production Facility, optional Paragraph (f):	Will  Apply Will Not  Apply Estimated cost less than $     , if applies
Subclause 3.11C – Required Insurance:	Alternate (a) (b)
Subclause 10.02G – Receiving Party May Not Defer Response:	Will  Apply Will Not  Apply Total vertical depth less than       metres subsurface, if applies
Subclause 10.04A – Operator for Independent Operation:	Alternate (a)  (b)
Paragraph 10.07A(e) - Penalty Where Independent Well Results in Production:	Development Well: 300% Exploratory Well: 500%
Subclause 10.10A – Definition of Title Preserving Well:	180 days
Article 21.00 – Dispute Resolution:	Will  Apply Will Not  Apply
Paragraph 21.03(j) – Arbitration Proceedings – optional Paragraph for unresolved audit exceptions:	Will  Apply Will Not  Apply2 Estimated total adjustment of less than $25,000.00, if applies
Clause 22.02 – Addresses For Service:	Luxor Oil and Gas Ltd. 300, 840 – 6 Avenue S.W. Calgary, AB  T2P 3E1 Attention:  Land Manager Fax: 403-260-5378 Buckeye Oil & Gas Canada, Inc. 300, 840 – 6 Ave SW Calgary, AB  T2P 3E5 Attention:  President Fax: 403-260-5378
Clause 24.01 – Right to Dispose:	Alternate (A)  (B) If Alternate B, the date at which ROFR expires is
Paragraph 24.02(f) – Exception for all Earning Agreements:	Will  Apply Will Not  Apply

2

Exhibit “1” – 1996 PASC Accounting Procedure

Clause 105 (a)                                           Operating Advances:                                                                10%

Clause 110                                Approvals:                                                         2 or more parties totalling 75%

Clause 112                                Expenditure Limitations:                                                                (a) Excess of Twenty-five

Thousand Dollars ($25,000.00)

(c) Excess of Twenty-five

Thousand Dollars ($25,000.00)

Clause 202 (b)                                           Employee Benefits:                          Exceed Twenty percent

(20%)

Clause 213 (b)                                           Camp and Housing:                        Shall not be chargeable

Clause 217                                Warehouse Handling:                                     two and one-half percent (2.5%)

Clause 221                                Allocation Options:                                         N/A

Clause 302                                Overhead Rates:

(a) for each Exploration Project:                         (1) 5% of the first $50,000

(2) 3% of the next $100,000

(3) 1% of cost over (1) & (2)

(b) for each Drilling Well:                                   (1) 3% of the first $50,000

(2) 2% of the next $100,000

(3) 1% of cost over (1) & (2)

(c) and (d) for each Construction Project:       (1) 5% of the first $50,000

(2) 3% of the next $100,000

(3) 1% of cost over (1) & (2)

(d) for Operation and Maintenance:                (1) ___of operating costs and

                               (2) $250 per producing well

Rates will not be adjusted

Annually

Clause 406                                Disposition:                                                      Twenty-five Thousand Dollars

($25,000)

SCHEDULE “D”

ATTACHED TO and forming part of a Farmout and Participation Agreement dated May 12, 2011 between Luxor Oil and Gas Ltd. and Buckeye Oil & Gas Canada, Inc.

See Well Data Requirement Sheet Attached

SCHEDULE “E”

ATTACHED TO and forming part of a Farmout and Participation Agreement dated May 12, 2011 between Luxor Oil and Gas Ltd. and Buckeye Oil & Gas Canada, Inc.

See Test Well Drilling AFE Attached