Mr. Gavrielov attended the Engineering and Construction Faculty of Frunze Polytechnic Institute and graduated in 1977, earning a degree in Railway Engineering. From 1977 to 1987, he worked at Zhambylhimstroj LLC, holding positions from Master Foreman to Acting Supervisor of the Construction Department. From 1988 to 1990, he held the position of Vice-Chairman of the cooperative at a research and production company, “IDEA.” From 1990 to 2000, he was a Director of a partnership with additional liability “ROSTOK,” while also consulting for the western administrative district of the Bank “Alisa.”

Ashot Sarkisian, Director.  Mr. Sarkisian is 49 years of age, effective May 8, 2013.  Mr. Ashot Gurgenovich Sarkisian has extensive contacts in international business, the petrochemical industry and administrations of railways of the Commonwealth of Independent States (CIS) and Europe. Mr. Sakisian also has extensive experience in transnational business processes. He is a permanent participant of international business forums, is an expert on foreign intergovernmental agreements and was a member of the official delegation of the Kyrgyz Republic to Shanghai Cooperation Organization in August of 2012, in Beijing.

From 1984 to 1988, Mr. Sarkisian attended the Novosibirsk Institute of Soviet Cooperative Trade, earning a Degree of Economist with highest qualifications. He is fluent in Armenian, Russian and has some knowledge of English. From 2002 to 2006, Mr. Sarkisian helped create several companies, including: “General Direction” in Bishkek, Kyrgyz Republic, limited liability company “Ankavan Springs” in Yerevan, Republic of Armenia, “Asian Freight Forwarding Company” in Bishkek, Kyrgyz Republic and “Shesar” in Bishkek, Kyrgyz Republic. He held President & CEO, Director and Alternate Director positions in these companies and had numerous responsibilities, which included general management of the company, strategic, tax and financial planning and analysis, conducting financial settlements with railway administrations of CIS countries, managerial accounting, entering into contracts with foreign companies, planning and organization of multimodal import-export, transit rail, mass transportation, organization of export deliveries of food and mineral water, delivery of railway cars, organization of repair of railway cars belonging to the Kyrgyz Republic, transportation of coal, jet fuel, sugar, grain, flour, cement, fuel sales in the domestic market of Kyrgystan, interaction with railway management and working with credit organization. From 1986 to 1991, Mr. Sarkisian held the position of Inspector of Operational Supply Department in the Almaty office of the Kyrgyz Railways.

Currently Mr. Sarkisian holds the position of President and CEO of “General Direction” LLP and is responsible for general and personnel management, strategic, tax and financial planning and analysis, refining import-export of oil operations, delivery of petroleum products to the Republic of Tajikistan and the Islamic Republic of Afghanistan. Since 2010, Mr. Sarkisian has also held the position of Vice-President of a Chinese refinery “China Petrol Company

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‘Djunda,” where he is responsible for monitoring project documentation and, control over construction and launching a manufacturing facility, as well as working with  design and construction companies and interaction with state regulatory authorities.

Gafur Kassymov, Director, continuing.  Mr. Kassymov is 60 years of age.  Mr. Kassymov became a director and Chairman of the Board of Directors of the Company following the completion of the acquisition of Sinur Oil LLP in October 2010.  Mr. Kassymov is the General Director of Sinur Oil, overseeing company management and operations.  He has been involved in the oil refinery’s development since its inception in 2005.  Permanently residing in the Republic of Kazakhstan, Mr. Kassymov is the Chairman of the Uzbek Ethnic Cultural Association in the Republic of Kazakhstan, a non-governmental and non-political body.  Mr. Kassymov is a member of the Kazakhstan People’s Assembly (KPA), chaired by the President of Kazakhstan.  Mr. Kassymov studied at Leningrad Electrotechnical School, and then continued his education in Kazakhstan, where he graduated from Dzambyl University with a Bachelor’s Degree in Engineering and Economics.  He also holds a degree of jurisprudence studies from Auylie-Ata University, where he completed his post-graduate education in 2000.  Mr. Kassymov, however, is not a practicing attorney.

Grigory Veksler, Director, effective May 8, 2013. Mr. Veksler is 25 years of age.  From 2005 to 2009, Mr. Veksler attended the International Academy of Business in Almaty, Kazakhstan and graduated with a Management Degree. He is fluent in Russian and English. From 2009 to 2010, Mr. Veksler was an operator of RTS Oil oil refinery; from 2010 to 2011, he performed functions of a Senior Operator of the of RTS Oil oil refinery; and from 2011 to present, he holds the position of Vice-President of Commercial Operations along with Director duties at the branch of RTS Oil in Almaty, Kazakhstan. As part of RTS Oil’s management team, he assists with branch operations, personnel, organizational and general business tasks. Mr. Veksler also takes part in strategic and operational planning, selection and coordination of personnel, organization and management of retail and wholesale distribution of petroleum products, cash flow management, pricing, legal support of business activities and executive functions. He has contacts in oil and gas business in the Republic of Kazakhstan, Russian Federation and Kyrgyz Republic.

Jeffrey R. Brimhall, Director, effective May 8, 2013.  Mr. Brimhall is 31 years of age.  He served as the CFO of the Company from March 29, 2010, until December 14, 2010.  Mr. Brimhall is currently employed as a Financial Reporting Supervisor for Resolute Energy Corp., an NYSE listed company based in Denver, CO.  In that capacity, Mr. Brimhall is responsible for reviewing financial statements and performing variance analysis to present to management and the Board of Directors. He also assists in the preparation of Resolute Energy’s periodic reports to the SEC that are filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Mr. Brimhall has been with Resolute Energy since December, 2009.  From June 2007 to December 2009, Mr. Brimhall was employed with Hein & Associates, LLP, a certified public accounting firm in Denver, Colorado.  While with Hein & Associates, he served as both a Senior Auditor and an Audit Supervisor.  In those capacities, he was responsible for multiple audit engagements, reviewing financial statements and Exchange Act periodic reports filed with the SEC and researching technical accounting issues.  From August 2005 to June 2007, Mr. Brimhall was an Audit Associate with Grant Thornton LLP in Phoenix, Arizona.  As an Audit Associate, he participated in annual audits, quarterly reviews and SOX internal control testing for public companies. Mr. Brimhall earned a Bachelor’s of Science Degree from Brigham Young University in 2005.  Mr. Brimhall received licensure as a Certified Public Accountant in 2008.

Jeffrey T. Jensen, Vice President and Secretary, effective May 8, 2013.  Mr. Jensen is 33 years of age.  Mr. Jenson served as a director of the Company from August, 2007, until May 8, 2013, and was the Company’s President and Chief Executive Officer from March, 2010, to May 8, 2013.  He also served as the Company’s Chief Financial Officer from December, 2010, until May 8, 2013.  Mr. Jensen is the President and owner of Jensen Consulting Group, a business consulting firm he founded in April 2007 that helps companies perform financial analysis, forecast cash flow needs and secure investment capital.  In 2003, he founded Pacific Industrial Contractor Screening, a proprietary online clearinghouse that assists petrochemical companies pre-qualify contractors, and served as its chief information officer from 2003 through September 2007.  Mr. Jensen earned an M.B.A. from Brigham Young University in 2006 and a B.S. in Electrical and Computer Engineering, magna cum laude, from Brigham Young University in 2003.

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Disagreements

None of the elections, designations or resignations of any directors or executive officers of the Company on the closing of the Agreement were the result of any disagreement by or among any such persons or the Company.

Arrangements or Understandings

With the exception that the Agreement provided that Mr. Rafael Gavrielov would be designated as the CEO of the Company and had the right to designate up to three members of the five member Board of Directors of the Company, there are no arrangements or understandings with any of the newly elected or designated directors or officers and any other person pursuant to which any such director or officer was elected or designated to serve in any such capacity.

Family Relationships

There are no family relationships between any of the directors and officers of the Company.

ITEM 8.01—OTHER EVENTS

(a)

On May 8, 2013, the Company’s Board of Directors adopted a resolution to change the name of the Company to “RTS Oil Holdings, Inc.”  The name change is subject to the approval of a vote of stockholders owning a majority of the outstanding voting securities of the Company.  It is anticipated that the an Information Statement, following the receipt of the written consent of the principal stockholder of the Company, NEW-CO (see Item 1 above) approving the name change, will be filed with the SEC and mailed to stockholders within the next 10 days.

(b)

On May 13, 2013, the Company’s Board of Directors also approved a one for three (1 for 3) reverse split of the outstanding common stock of the Company, while retaining the present authorized common and preferred shares and par value and with appropriate adjustments in the capital accounts of the Company.  No stockholder approval of the reverse split was required under Utah law as the reverse split does not result in an amendment to the Articles of Incorporation.  See the Legal Opinion filed as an Exhibit in Item 9.01. The Company presently has 105,000,000 authorized shares, divided into 100,000,000 shares of common stock of a par value of $0.001 per share; and 5,000,000 shares of preferred stock of a par value of $0.001 per share.  Following the closing of the Agreement whereby the Company acquired 100% of the beneficial interest of RTS Oil, all 100,000,000 shares of the Company’s authorized shares were issued and outstanding; the reverse split will decrease the outstanding shares to approximately 33,333,334 outstanding shares, with minor adjustments for rounding fractions up to the nearest whole share, and have the unintended effect of increasing the shares of the Company available for issuance.

The increase in the Company’s authorized shares of common stock may also have the effect of preventing or delaying the acquisition by third parties of a controlling interest in us, even though NEW-CO owns approximately 62.9% of the Company’s currently outstanding voting securities.  Our ability to issue a vastly increased number of voting securities may lead to an increase in the number of votes required in order to approve a future change in control  and may make it substantially more difficult for third parties to gain control of us through a tender offer, proxy contest, merger or other transaction.  The ability to prevent a change in control may deprive our stockholders of any benefits that may result from such a change in control, including the potential realization of a premium over the market price for our common stock that such a transaction may cause.  Furthermore, the issuance of a large block of additional shares to parties who may be deemed “friendly” to our Board of Directors may make it more difficult to remove incumbent directors from office, even if such removal would benefit our common stockholders.  Despite these potential anti-takeover effects, however, the Board of Directors believes that the financial flexibility afforded by any increase in our authorized common stock outweighs any potential disadvantages.  The Board of Directors adopted the resolution to effect the reverse split with the hope of a pro rata increase in the current bid and asked prices of the Company’s common stock that may have the effect of the Company’s common stock no longer being deemed to be “penny stock” and not with a view to its potential anti-takeover effects; however, no assurance can be given that the bid and asked prices of the Company’s common stock will increase proportionately or at all.  Our

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management and our Board of Directors have no present intention to use the increased number of authorized common shares for any anti-takeover purpose.

Our issuance of any additional shares of our common stock in the future may dilute both the equity interests and the earnings per share of our existing common stockholders.  Such dilution may be substantial, depending on the number of shares issued.  Any newly authorized shares of common stock will have voting and other rights identical to those of the currently authorized shares of common stock.

It is anticipated that the reverse split will take effect on or about May 24, 2013.

ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS

Exhibits

(a)

The financial statements of RTS Oil will be filed in an amendment to this Current Report on or prior to July 24, 2013.

(b)

The pro forma financial information reflecting the combination of the Company and RTS Oil will be filed in an amendment to this Current Report on or prior to July 24, 2013.

(c)

Not applicable.

(d)