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): November 21, 2013

                           DIVERSIFIED RESOURCES, INC.
                           ---------------------------
                 (Name of Small Business Issuer in its charter)

      Nevada                         None                    98-0687026
  --------------------        -----------------            --------------
(State of incorporation)    (Commission File No.)       (IRS Employer
                                                         Identification No.)

                             1789 W. Littleton Blvd.
                               Littleton, CO 80120
                 -----------------------------------------------
          (Address of principal executive offices, including Zip Code)


        Registrant's telephone number, including area code: 303-797-5417

                                37 Mayfair Rd. SW
                         Calgary, Alberta, Canada T2V 1Y8
                 ----------------------------------------------
          (Former name or former address if changed since last report)


Check 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-14(c) under the
   Exchange Act (17 CFR 240.13e-4(c))

                                       1
<PAGE>


Forward-Looking Statements

     This report contains "forward-looking  statements," as that term is used in
federal securities laws,  concerning the Company's financial condition,  results
of operations and business.  These  statements can be found by looking for words
such as "believes," "expects," "anticipates," "estimates" or similar expressions
used in this report.

     These  forward-looking  statements are based on current  expectations about
future events.  The  forward-looking  statements include statements that reflect
management's beliefs, plans, objectives, goals, expectations,  anticipations and
intentions  with  respect  to the  Company's  financial  condition,  results  of
operations,  future performance and business,  including  statements relating to
the Company's business strategy and current and future development plans.

     The potential risks and uncertainties that could cause the Company's actual
financial  condition,  results of operations  and future  performance  to differ
materially from those expressed or implied in this report include:

     o    the sale prices of crude oil;

     o    the amount of  production  from oil wells in which the  Company has an
          interest;

     o    lease operating expenses;

     o    international conflict or acts of terrorism; and

     o    general economic conditions.

     Although  management  believes  that  the  expectations  reflected  in  the
forward-looking  statements are reasonable,  management  cannot guarantee future
results, level of activity, performance or achievements.  Many factors discussed
in this  report,  some of  which  are  beyond  the  Company's  control,  will be
important in determining the Company's future performance.  Consequently, actual
results  may differ  materially  from those that might be  anticipated  from the
forward-looking statements. In light of these and other uncertainties, investors
should not regard the inclusion of a forward-looking statement in this report as
a representation  by the Company that its plans and objectives will be achieved,
and  investors   should  not  place  undue  reliance  on  such   forward-looking
statements.  The  Company  undertakes  no  obligation  to  publicly  update  any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise, except as required by law.

Item 2.01. Completion of Acquisition or Deposition of Assets.

     On November 21, 2013 Diversified Resources,  Inc.  ("Diversified") acquired
all of the outstanding shares of Natural Resource Group, Inc. (the "Company") in
exchange  for  14,558,150  shares  of  the   Diversified's   common  stock  (the
"Acquisition").

                                       2
<PAGE>

     In connection with the Acquisition:

     o    Paul  Laird ,  Duane  Bacon,  Roger  May,  and  Albert  McMullin  were
          appointed officers and/or directors of Diversified;

     o    Philip F. Grey resigned as an officer of Diversified;

     o    Mr. Grey sold  2,680,033  shares of the Company's  common stock to the
          Company for nominal consideration.  The shares purchased from Mr. Grey
          were returned to the status of authorized but unissued shares;

     o    the former shareholders of the Company now own 85% of Diversified; and

     o    the Company became a wholly owned subsidiary of Diversified.

Overview of Natural Resource Group

     The  Company  was  incorporated  in  Colorado  in 2000  but was  relatively
inactive until December 2010.

     In December 2010 the Company  acquired oil and gas  properties  from Energy
Oil and Gas,  Inc.  for  2,500,000  shares of the  Company's  common stock and a
promissory  note in the principal  amount of $360,000.  As of July 31, 2013, the
principal amount of this note was $78,000.

      Included as part of the acquisition were:

Garcia Field

     o    leases covering 4,600 gross (4,600 net) acres,

     o    four wells which produce natural gas and naturals gas liquids;

     o    a refrigeration/compression  plant which separates natural gas liquids
          from gas produced from the four wells; and

     o    one injection well;

Denver-Julesburg Basin

     o    leases covering 1,400 gross (1,400 net) acres,

     o    three shut-in wells which need to be recompleted; and

     o    three producing oil and gas wells.

     Subsequent to December 2010 leases,  covering 160 acres in the Garcia Field
were sold and leases covering 960 acres in the Garcia Field expired.

     The  Company  is the  operator  of its  wells in the  Garcia  Field and the
Denver-Julesberg Basin.

                                       3
<PAGE>

Garcia Field

     The Company has a 100% working  interest (80% net revenue  interest) in oil
and gas leases covering 4,600 acres in the Garcia Field.

     The Garcia  Field is located in Las Animas  County  approximately  10 miles
from Trinidad,  Colorado. The Garcia Field was first discovered in 1940 when the
Maldonado  #1,  produced 500 mcf per day of gas from the Niobrara  formation.  A
stripping plant  separated  natural gas liquids from the gas and was operational
for eight years until the  Maldonado  #1 was plugged in 1948.  Between  1978 and
1982 twenty wells were drilled, tested for initial production and shut-in. Since
there was no natural gas  transportation  line in the area, the wells were never
produced.  Additionally,  until Energy Oil and Gas acquired the field in 2005 no
natural gas liquids were produced  commercially.  In 2003,  the entire field was
force plugged as required by the state of Colorado, except for three wells which
Energy  Oil and Gas  acquired  from the state.  Energy Oil and Gas  subsequently
drilled two additional wells and installed a new separation  plant.  Four of the
five wells  acquired from Energy Oil and Gas are currently  producing a combined
total of 110 mcf of gas per day. Two gallons of 1500 BTU natural gas liquids can
be  separated  from each mcf of gas. The natural gas liquids are sold to a third
party at a price, as of the date of this report, of $1.15 per gallon.

     The fifth  well is used to  re-inject  the gas back into the  Apishapa  and
Niobrara  formations  since, as of the date of this report,  the Company's wells
were still not  connected to a gathering  line which is needed to transport  the
gas  to  commercial  markets.  Kinder  Morgan  (KM)  has a  transportation  line
approximately  eight miles north of the field.  The  Company  believes  there is
enough capacity in KM's  transportation  line to transport gas produced from the
Company's  wells.  However,  to connect the Company's  wells to the KM line, the
Company will need to install an eight mile long gathering system at an estimated
cost of $1,000,000, which includes a tap fee

     In    2012    the    Company     installed    new    equipment    at    its
refrigeration/compression plant. The Company expects that the new equipment will
increase the yield of natural gas liquids to 3.5 gallons per mcf.

     In 2012 the Company drilled a shallow (1,600 foot) well in the field. As of
the date of this report, the well was in the process of completion.

     The gas from the Company's wells has a BTU content of approximately  1,500.
It is the  Company's  belief that there is a  productive  oil  formation  in the
Garcia Field since,  from data  acquired  throughout  the United  States,  it is
apparent that no 1500 BTU gas has ever been  produced in an area not  associated
with oil production.

     As of the date of this report, the Company was in the process of permitting
three well locations.  The new wells will be drilled to a depth of approximately
2,000 feet for the  shallow  natural  gas liquid  wells and up to 7,000 feet for
deep wells  which will be drilled to  determine  if  commercial  reserves of oil
exist. Each well will take  approximately  7-14 days to drill and complete.  The
drilling and  completion  costs for each well is estimated to be $75,000 for the
shallow wells and up to $400,000 for the deep wells.

                                       4
<PAGE>

Denver/Julesburg Basin

     The Company has a 100% working  interest (80% net revenue  interest) in oil
and gas leases covering 1400 acres in the Denver/Julesburg ("D-J") Basin.

     The reservoir rocks in the D-J Basin are Cretaceous sandstones, shales, and
limestones deposited under marine conditions in the Western Interior Seaway. The
oil and gas is contained within Cretaceous formations in the deepest part of the
Basin,  where the rocks were subject to enough heat and pressure to generate oil
and gas from organic material in the rock. Most of the producing  formations are
considered "tight," having low natural permeability.

     The D-J  Basin  was one of the first  oil and gas  fields  where  extensive
hydraulic  fracturing was performed  routinely and  successfully on thousands of
wells.

     In 2009,  the US Energy  Information  Administration  listed the Wattenberg
Field (a primary  field  within the D-J Basin) as the 10th  largest gas field in
the  United  States  in terms of  remaining  proved  gas  reserves,  and 13th in
remaining proved oil/condensate reserves.

     Major  operators in the field  include  Noble  Energy,  Anadarko  Petroleum
Corporation, Continental, Whiting Petroleum, and Encana.

     As of October 31, 2013 the three  producing  wells acquired from Energy Oil
and Gas were collectively producing approximately five bbls of oil and 32 mcf of
gas per day.

     The Company plans to hydraulically fracture its wells in the D-J Basin at a
cost of  approximately  $35,000  per well.  Hydraulic  fracturing  involves  the
process of pumping a mixture  into a formation  to create  pores and  fractures,
thereby  improving the porosity of the formation and  increasing the flow of oil
and gas. The mixture consists  primarily of water and sand, with nominal amounts
of other  ingredients.  This  mixture is  injected  into wells at  pressures  of
4,500-6,000 pounds per square inch.

     In 2013 the Company acquired a 640 acre lease (100% working interest,
80% net revenue interest) in the D-J Basin.

     During the twelve months ending October 31, 2014, the Company plans to:

     o    recomplete  the three shut-in wells  acquired from Energy Oil and Gas,
          at a cost of approximately $130,000 per well;

     o    drill up to eight  additional  wells to the  Sussex  formation  (5,700
          feet) in the D-J Basin. The cost to drill, and if warranted  complete,
          each well will be approximately $350,000; and

     o    drill  at  least  one  well in the D-J  Basin  to the  Codell/Niobrara
          formations (7,800 feet). The cost to drill, and if warranted complete,
          the well will be approximately $800,000.

                                       5
<PAGE>

      The following table shows net production of oil and gas, average sales
prices and average production costs for the periods indicated:

                               Nine Months
                                   Ended             Years Ended October 31,
                                             -----------------------------------
                              July 31, 2013    2012        2011       2010
                              -------------    ----        ----       ----
Production:
   Oil (Bbls)                       205         417         206         --
   Gas (Mcf)                      2,330       5,015       4,571         --

   Natural Gas Liquids
     (gallons)                   21,937      20,375      28,359         --

Average sales price:
    Oil ($/Bbl(1))             $  86.20   $   92.94    $  91.57
    Gas ($/Mcf(2))             $   3.42   $    3.04    $   4.76         --
    Nat.Gas Liquids  ($/gal)   $   0.81   $    0.77    $   1.36

Average production
     cost per BOE(3)           $ 189.85   $   58.85    $  37.05         --


(1)  Bbl" refers to one stock tank barrel,  or 42 U.S.  gallons liquid volume in
     reference to crude oil or other liquid hydrocarbons.

(2)  "Mcf" refers to one thousand cubic feet of natural gas.

(3)  "BOE" refers to barrel of oil  equivalent,  which  combines Bbls of oil and
     Mcf of gas by converting  each six Mcf of gas to one Bbl of oil. One barrel
     of natural gas liquids is assumed to equal 0.61 barrel of oil.

     Production  costs  generally  include pumping fees,  maintenance,  repairs,
labor, utilities and administrative overhead. Taxes on production,  including ad
valorem and severance taxes, are not included in production costs.

     The Company is not obligated to provide a fixed and determined  quantity of
oil or gas to any third party in the future. During the last three fiscal years,
the Company has not had, nor does not now have, any long-term  supply or similar
agreement with any government or governmental authority.

     The following shows drilling activity for the three years ended October 31,
2013.

                                       6
<PAGE>

                                                 October 31,
                            2013                2012                   2011
                        ------------      -----------------      --------------
                        Gross     Net       Gross        Net      Gross    Net
Development Wells:
   Productive
                          --       --          1          1      --         --
   Nonproductive          --       --         --         --      --         --

Productive Wells:
   Productive             --       --         --         --      --         --

   Nonproductive          --       --         --         --      --         --

     As of  October  31,  2013  the  Company  was not  drilling,  completing  or
reworking any oil or gas wells.

     The following  table shows,  as of October 31, 2013, the Company  producing
wells, developed acreage, and undeveloped acreage,  excluding service (injection
and disposal) wells:

                  Productive Wells   Developed Acreage    Undeveloped Acreage(1)
                  ----------------   -----------------    ----------------------
Location          Gross     Net        Gross     Net         Gross       Net
--------          -----     ---        -----     ---         -----       ---

Colorado:
  Garcia Field      5        5           200     200        4,400      4,400
  D-J Basin         3                   3160     160          760        760

(1)  Undeveloped  acreage includes  leasehold  interests on which wells have not
     been drilled or completed to the point that would permit the  production of
     commercial  quantities  of natural  gas and oil  regardless  of whether the
     leasehold interest is classified as containing proved undeveloped reserves.

     The  following  table  shows,  as of October  31,  2013,  the status of the
Company's gross acreage:

         Location              Held by Production     Not Held by Production
         --------              ------------------     ----------------------

         Colorado:
           Garcia Field                 4,600                    --
           D-J Basin                      280                   640

     Acres that are Held by Production  remain in force so long as oil or gas is
produced from one or more wells on the particular  lease.  Leased acres that are
not Held by  Production  require  annual  rental  payments to maintain the lease
until the first to occur of the  following:  the  expiration of the lease or the
time  oil or gas is  produced  from  one or more  wells  drilled  on the  leased
acreage.  At the time oil or gas is  produced  from wells  drilled on the leased
acreage, the lease is considered to be Held by Production.

                                       7
<PAGE>

     The  following  table shows the years the Company's  leases,  which are not
Held By Production,  will expire, unless a productive oil or gas well is drilled
on the lease.

                  Leased Acres                  Expiration of Lease
                  ------------                  -------------------

                     640                             7/22/2015

Proved Reserves

     Below are estimates of the Company's net proved  reserves as of October 31,
2012, net to the Company's  interest.  All of the Company's  proved reserves are
located in Colorado.

     Estimates of volumes of proved  reserves at October 31, 2012 are  presented
in barrels  (Bbls) for oil and, for natural gas, in millions of cubic feet (Mcf)
at the official  temperature  and  pressure  bases of the areas in which the gas
reserves are located.

                                            Oil           Gas           NGL
                                          (Bbls)         (Mcf)        Gallons
                                          ------         -----        -------
            Proved Developed:
               Producing                  5,334         28,667           --
               Non-Producing                 --             --           --
            Proved Undeveloped               --        560,372    5,724,418


     "Bbl" refers to one stock tank barrel, or 42 U.S. gallons liquid volume, in
reference  to crude  oil or  other  liquid  hydrocarbons.  "Mcf"  refers  to one
thousand cubic feet. A BOE (i.e., barrel of oil equivalent) combines Bbls of oil
and Mcf of gas by  converting  each six Mcf of gas to one Bbl of oil.  Below are
estimates of the Company's  present value of estimated  future net revenues from
proved  reserves based upon the  standardized  measure of discounted  future net
cash  flows  relating  to proved oil and gas  reserves  in  accordance  with the
provisions  of  Accounting   Standards   Codification   Topic  932,   Extractive
Activities--Oil and Gas. The standardized  measure of discounted future net cash
flows is determined  by using  estimated  quantities of proved  reserves and the
periods  in which  they are  expected  to be  developed  and  produced  based on
period-end  economic  conditions.  The estimated future production is based upon
benchmark  prices  that  reflect  the  unweighted   arithmetic  average  of  the
first-day-of-the-month  price for oil and gas during the  twelve  months  period
ended  October 31, 2012.  The resulting  estimated  future cash inflows are then
reduced by  estimated  future  costs to develop  and produce  reserves  based on
period-end cost levels.  No deduction has been made for depletion,  depreciation
or for indirect costs, such as general corporate  overhead.  Present values were
computed by discounting future net revenues by 10% per year.

       Future cash inflows                          $ 6,703,766
       Deductions (including estimated taxes)       $ 5,757,365
       Future net cash flow                         $   946,401
       Discounted future net cash flow              $    80,397

                                       8
<PAGE>

     Gustavson  Associates,  LLC prepared the estimates of the Company's  proved
reserves,  future production and income  attributable to the Company's leasehold
interests in the Garcia Field as of October 31, 2012. Gustavson Associates is an
independent  petroleum  engineering  firm  that  provides  petroleum  consulting
services to the oil and gas industry. The estimates of drilled reserves,  future
production and income  attributable to certain  leasehold and royalty  interests
are based on technical  analysis  conducted  by engineers  employed at Gustavson
Associates.

     Letha C.  Lencioni  was the  technical  person  primarily  responsible  for
overseeing  the  preparation  of the reserve  report for the Garcia  Field.  Ms.
Lencioni earned a Bachelor's Degree in Petroleum  Engineering in 1980 from Tulsa
University and has more than 30 years of practical  experience in the estimation
and  evaluation of petroleum  reserves.  Gustavson  Associates  has more than 30
years of practical  experience  in the  estimation  and  evaluation of petroleum
reserves.

     McCartney  Engineering,  LLC prepared the estimates of the Company's proved
reserves,  future production and income  attributable to the Company's leasehold
interests in the D-J Basis as of October 31, 2012.  McCartney  Engineering is an
independent  petroleum  engineering  firm  that  provides  petroleum  consulting
services to the oil and gas industry. The estimates of drilled reserves,  future
production and income  attributable to certain  leasehold and royalty  interests
are based on technical  analysis  conducted  by engineers  employed at McCartney
Engineering.

     Jack A.  McCartney  was the  technical  person  primarily  responsible  for
overseeing the preparation of the reserve report for the Wattenberg  Field.  Mr.
McCartney  earned a Bachelor's  Degree in Petroleum  Engineering  from  Colorado
School  of Mines in 1965 and a  Master's  Degree  in  Engineering  in 1971  from
Colorado  School  of  Mines.  McCartney  Engineering  has more  than 40 years of
practical experience in the estimation and evaluation of petroleum reserves.

     Paul Laird, the Company's Chief Executive Officer,  oversaw the preparation
of the reserve estimates by McCartney Engineering, LLC and Gustavson Associates,
LLC.  Mr. Laird has over 30 years'  experience  in oil and gas  exploration  and
development. The Company does not have a reserve committee and does not have any
specific internal controls regarding the estimates of reserves.

     The Company's  proved reserves include only those amounts which the Company
reasonably  expects to recover in the future  from known oil and gas  reservoirs
under existing economic and operating  conditions,  at current prices and costs,
under existing regulatory practices and with existing  technology.  Accordingly,
any changes in prices, operating and development costs, regulations,  technology
or other factors could  significantly  increase or decrease  estimates of proved
reserves.

     Proved  reserves were  estimated by  performance  methods,  the  volumetric
method,  analogy,  or  a  combination  of  methods  utilizing  present  economic
conditions and limited to those proved reserves  economically  recoverable.  The
performance  methods include decline curve analysis that utilize  extrapolations
of historical production and pressure data available through October 31, 2012 in
those cases where such data were considered to be definitive.

     Forecasts for future  production rates are based on historical  performance
from wells  currently on production  in the region with an economic  cut-off for
production  based upon the  projected  net revenue  being equal to the projected

                                       9
<PAGE>

operating  expenses.  No further  reserves or valuation  were given to any wells
beyond their  economic  cut-off.  Where no production  decline  trends have been
established due to the limited  historical  production records from wells on the
properties,  surrounding  wells  historical  production  records  were  used and
extrapolated to wells of the property.  Where applicable,  the actual calculated
present decline rate of any well was used to determine future production volumes
to be economically  recovered.  The calculated  present rate of decline was then
used  to  determine  the  present  economic  life  of the  production  from  the
reservoir.

     For wells  currently on production,  forecasts of future  production  rates
were based on historical  performance  data. If no production  decline trend has
been established,  future  production rates were held constant,  or adjusted for
the  effects of  curtailment  where  appropriate,  until a decline in ability to
produce  was  anticipated.  An  estimated  rate of decline  was then  applied to
economic  depletion of the reserves.  If a decline  trend has been  established,
this trend was used as the basis for estimating future production rates.

     Proved  developed  non-producing  and  undeveloped  reserves were estimated
primarily by the performance and historical extrapolation methods. Test data and
other  related  information  were  used  to  estimate  the  anticipated  initial
production rates from those wells or locations that are not currently producing.
For reserves not yet on  production,  sales were estimated to commence at a date
determined to be reasonable.

     In  general,  the  volume  of  production  from the  Company's  oil and gas
properties  declines as reserves are depleted.  Except to the extent the Company
acquires additional properties containing proved reserves or conducts successful
exploration and development activities, or both, proved reserves will decline as
reserves are produced. Accordingly, volumes generated from future activities are
highly  dependent  upon the level of success in acquiring or finding  additional
reserves and the costs incurred in doing so.

Future Operations

     The  Company  plans  to  evaluate  other   undeveloped  oil  prospects  and
participate in drilling  activities on those  prospects  which,  in management's
opinion,  are favorable for the  production of oil, gas and natural gas liquids.
Initially,  the Company plans to  concentrate  its  activities in the Garcia and
Wattenberg fields in Colorado. The Company's strategy is to acquire prospects in
or adjacent to existing  fields with further  development  potential and minimal
risk in the same area. The extent of the Company's  activities will primarily be
dependent upon available capital.

     If the  Company  believes a  geographical  area  indicates  geological  and
economic potential,  it will attempt to acquire leases or other interests in the
area.  The Company may then attempt to sell portions of its leasehold  interests
in a  prospect  to third  parties,  thus  sharing  the risks and  rewards of the
exploration and  development of the prospect with the other owners.  One or more
wells may be drilled on a prospect,  and if the results indicate the presence of
sufficient oil reserves, additional wells may be drilled on the prospect.

                                       10
<PAGE>

     The Company may also:

     o    acquire a working  interest in one or more  prospects  from others and
          participate  with the other working interest owners in drilling and if
          warranted, completing oil wells on a prospect;

     o    purchase producing oil properties;

     o    enter into farm-in  agreements with third parties. A farm-in agreement
          will  obligate  the  Company  to pay  the  cost  of  drilling,  and if
          warranted  completing a well,  in return for a majority of the working
          and net revenue interest in the well; or

     o    enter into joint ventures with third party holders of mineral rights.

     The  Company's  activities  will  primarily  be  dependent  upon  available
financing.

     Title to properties which may be acquired will be subject to one or more of
the following:  royalty,  overriding royalty,  carried, net profits, working and
other  similar  interests  and  contractual  arrangements  customary  in the oil
industry;  liens for current taxes not yet due; and other  encumbrances.  In the
case of undeveloped  properties,  investigation  of record title will be made at
the time of acquisition.  Title reviews will be obtained before  commencement of
drilling operations.

     Although  the  Company  normally  obtains  title  reports for oil leases it
acquires,  the Company has not in the past  obtained,  and may not in the future
obtain, title opinions pertaining to leases. A title report shows the history of
a particular oil and gas lease,  as shown by the records of the county clerk and
recorder,  state  oil or gas  commission,  or the  Bureau  of  Land  Management,
depending  on the nature of the  lease.  In  contrast,  in a title  opinion,  an
attorney expresses an opinion as to the persons or persons owning interests in a
particular oil and gas lease.

Government Regulation

     Although the sale of oil will not be  regulated,  federal,  state and local
agencies have  promulgated  extensive  rules and  regulations  applicable to oil
exploration, production and related operations. Most states, including Colorado,
require  permits  for  drilling  operations,  drilling  bonds and the  filing of
reports  concerning  operations  and impose other  requirements  relating to the
exploration of oil.  Colorado and other states also have statutes or regulations
addressing  conservation  matters  including  provisions for the  unitization or
pooling of oil properties, the establishment of maximum rates of production from
oil wells and the regulation of spacing, plugging and abandonment of such wells.
The  statutes  and  regulations  of Colorado  and other states limit the rate at
which oil is produced from wells. The federal and state regulatory burden on the
oil  industry  increases  costs of doing  business  and  affects  profitability.
Because these rules and regulations are amended or reinterpreted frequently, the
Company is unable to predict the future cost or impact of  complying  with those
laws.

     As with  the  oil and  natural  gas  industry  in  general,  the  Company's
properties are subject to extensive and changing  federal,  state and local laws
and  regulations  designed to protect and  preserve  natural  resources  and the
environment.  The recent trend in  environmental  legislation  and regulation is

                                       11
<PAGE>

generally toward stricter standards, and this trend is likely to continue. These
laws and  regulations  often  require  a permit  or other  authorization  before
construction or drilling  commences and for certain other  activities;  limit or
prohibit  access,   seismic  acquisition,   construction,   drilling  and  other
activities on certain lands lying within  wilderness and other protected  areas;
impose  substantial  liabilities  for  pollution  resulting  from the  Company's
operations; and require the reclamation of certain lands.

     The permits  required for many of the Company's  operations  are subject to
revocation,  modification  and  renewal  by  issuing  authorities.  Governmental
authorities  have the power to enforce  compliance with their  regulations,  and
violations  are  subject  to  fines,  injunctions  or both.  In the  opinion  of
management,  the Company is in substantial  compliance  with current  applicable
environmental laws and regulations,  and has no material commitments for capital
expenditures to comply with existing environmental  requirements.  Nevertheless,
changes in existing  environmental  laws and  regulations or in  interpretations
thereof could have a significant  impact on the Company,  as well as the oil and
natural gas  industry  in general.  The  Comprehensive  Environmental  Response,
Compensation  and Liability Act ("CERCLA") and comparable  state statutes impose
strict and joint and  several  liabilities  on owners and  operators  of certain
sites and on persons who disposed of or arranged for the disposal of  "hazardous
substances"  found  at  such  sites.  It is not  uncommon  for  the  neighboring
landowners  and other  third  parties  to file  claims for  personal  injury and
property damage allegedly caused by the hazardous  substances  released into the
environment.  The Resource Conservation and Recovery Act ("RCRA") and comparable
state statutes  govern the disposal of "solid waste" and  "hazardous  waste" and
authorize  imposition of  substantial  fines and  penalties  for  noncompliance.
Although CERCLA currently  excludes  petroleum from its definition of "hazardous
substance," state laws affecting  operations impose clean-up  liability relating
to  petroleum  and  petroleum  related  products.  In  addition,  although  RCRA
classifies  certain oil field wastes as  "non-hazardous,"  such  exploration and
production wastes could be reclassified as hazardous wastes, thereby making such
wastes subject to more stringent handling and disposal requirements.

Competition and Marketing

     The Company will be faced with strong competition from many other companies
and individuals  engaged in the energy  business,  some of which are very large,
well-established energy companies with substantial  capabilities and established
earnings records. The Company may be at a competitive  disadvantage in acquiring
prospects since it must compete with these  individuals  and companies,  many of
which have greater financial resources and larger technical staffs.

     Exploration  for, and the  production  of, oil, gas and natural gas liquids
are affected by the  availability  of pipe,  casing and other  tubular goods and
certain other oil field equipment including drilling rigs and tools. The Company
will depend upon independent drilling contractors to furnish rigs, equipment and
tools to drill wells. Higher prices for products may result in competition among
operators for drilling  equipment,  tubular  goods and drilling  crews which may
affect the ability  expeditiously to drill,  complete,  recomplete and work-over
wells.

     The market for oil, gas and natural gas liquids is dependent  upon a number
of factors  beyond the  Company's  control,  which at times cannot be accurately
predicted.  These factors include the extent of competitive  domestic production

                                       12
<PAGE>

and imports of oil, the availability of other sources of energy, fluctuations in
seasonal supply and demand, and governmental  regulation.  In addition, there is
always the  possibility  that new  legislation may be enacted which would impose
price  controls  or  additional  excise  taxes upon crude oil. As of October 31,
2013, the Company's oil  production was being sold to Suncor.  Natural gas sales
were made to Kerr McGee and the Company's natural gas liquids were being sold to
Donovan Resources.

     The  market  price for  crude oil is  significantly  affected  by  policies
adopted by the member nations of Organization of Petroleum  Exporting  Countries
("OPEC").   Members  of  OPEC  establish  prices  and  production  quotas  among
themselves  for  petroleum  products  from  time  to time  with  the  intent  of
controlling the current global supply and consequently price levels. The Company
is unable to predict the effect,  if any, that OPEC or other countries will have
on the amount of, or the prices received for, crude oil.

     The market price for natural gas and natural gas liquids can be affected by
supply  and  demand  characteristics  on a local  basis.  Customarily  there are
transportation fees, tap fees and price adjustments paid to pipeline and liquids
buying  companies.  The Company is unable to predict the future prices they will
receive  for their  production  of natural  gas,  natural  gas  liquids  and its
components.

Employees and Offices

     As of October  31,  2013,  the Company  had 4  full-time  employees  and no
part-time employees.

     The  Company's  principal  offices are  located at 1789 W Littleton  Blvd.,
Littleton,  CO 80120. The Company's  offices,  consisting of approximately  2200
square feet, are leased on a month to month basis at a rate of $2,667 per month.
The Company's  Chief Executive  Officer,  Paul Laird, is a partner in the entity
that owns the building.

     The Company is a licensed oil and gas operator in Colorado.

                                  RISK FACTORS

     Investors  should be aware that an investment  in the Company's  securities
involves certain risks,  including those described below,  which could adversely
affect the value of the Company's  common stock.  The Company does not make, nor
has it authorized any other person to make, any representation  about the future
market value of the Company's common stock. In addition to the other information
contained in this report,  the following factors should be considered  carefully
in evaluating an investment in the Company's securities.

     The Company may suffer losses in future periods.  The Company  suffered net
losses of $(842,219) and  $(934,380),  respectively,  during the two years ended
October 31,  2012 and a net loss of  $(1,033,393)  during the nine months  ended
July 31,  2013.  The  Company  had  negative  working  capital  in the amount of
$502,568 at July 31, 2013.

                                       13
<PAGE>

     The  Company's  failure to obtain  capital  may  restrict  operations.  The
Company  may need  additional  capital  to fund  operating  losses and to expand
business. The Company does not know what the terms of any future capital raising
may be but any future sale of equity  securities  would dilute the  ownership of
existing  stockholders  and  could be at  prices  substantially  below the price
investors  pay for the shares of common stock.  The Company's  failure to obtain
the capital  which is required  may result in the slower  implementation  of the
Company's business plan. There can be no assurance that the Company will be able
to obtain the capital needed.

     Drilling.  Energy exploration is not an exact science,  and involves a high
degree of risk.  The primary  risk lies in the drilling of dry holes or drilling
and completing wells that, though productive, do not produce oil/gas/natural gas
liquids in  sufficient  amounts to return the  amounts  expended  and  produce a
profit.  Hazards,  such as unusual or unexpected formation  pressures,  downhole
fires,  blowouts,  loss of circulation  of drilling  fluids,  malfunctioning  of
separation  plants and systems and other conditions are involved in drilling and
completing  wells and, if such hazards are  encountered,  completion of any well
may  be  substantially  delayed  or  prevented.  In  addition,  adverse  weather
conditions  can hinder or delay  operations,  as can  shortages of equipment and
materials or unavailability of drilling, completion, and/or work-over rigs. Even
though a well is  completed  and is found to be  productive,  water and/or other
substances  may  be  encountered  in the  well,  which  may  impair  or  prevent
production or marketing of oil, gas or gas liquids from the well.

     Exploratory  drilling  involves  substantially  greater economic risks than
development  drilling  because the  percentage  of wells  completed as producing
wells is  usually  less than with  development  drilling.  Exploratory  drilling
itself can involve  varying  degrees of risk and can  generally  be divided into
higher risk  attempts to discover a reservoir in a completely  unproven  area or
relatively lower risk efforts in areas not too distant from existing reservoirs.
While exploration  adjacent to or near existing reservoirs may be more likely to
result in the  discovery of oil, gas and natural gas liquids than in  completely
unproven areas, exploratory efforts are nevertheless high risk activities.

     Although the completion of a well is, to a certain extent,  less risky than
drilling,  the process of  completing  a well is  nevertheless  associated  with
considerable risk. In addition,  even if a well is completed as a producer,  the
well for a variety of reasons may not produce  sufficient  oil in order to repay
the  investment in the well. As a result,  there is  considerable  economic risk
associated with the Company's activities.

     Economic  Factors in Oil,  Gas and  Natural Gas  Liquids  Exploration.  The
acquisition,   exploration  and  development  of  energy  properties,   and  the
production  and sale of oil,  natural gas and natural gas liquids are subject to
many factors which are outside the  Company's  control.  These factors  include,
among others,  general economic conditions,  proximity to pipelines,  oil import
quotas,  supply,  demand,  and  price  of  other  fuels  and the  regulation  of
production,  refining,  transportation,   pricing,  marketing  and  taxation  by
Federal, state, and local governmental authorities.

     Title  Uncertainties.  Interests that the Company may acquire in properties
may be subject to royalty and overriding  royalty  interests,  liens incident to
operating   agreements,   liens  for  current   taxes  and  other   burdens  and
encumbrances,  easements  and other  restrictions,  any of which may subject the
Company to future undetermined expenses. The Company does not intend to purchase
title insurance,  title memos, or title certificates for any leasehold interests

                                       14
<PAGE>

it  acquires.  It is  possible  that at some  point  the  Company  will  have to
undertake title work involving  substantial  costs. In addition,  it is possible
that the Company may suffer title failures resulting in significant losses.

     Uninsured  Risks.  The drilling of wells involves hazards such as blowouts,
unusual or  unexpected  formations,  pressures or other  conditions  which could
result in  substantial  losses or  liabilities  to third  parties.  The  Company
intends  to  acquire  adequate  insurance,  or to be named as an  insured  under
coverage acquired by others (e.g., the driller or operator), the Company may not
be insured  against all such losses because such insurance may not be available,
premium  costs may be deemed  unduly high,  or for other  reasons.  Accordingly,
uninsured  liabilities  to third  parties  could  result in the loss of funds or
property.

     Government  Regulation.  The Company's operations are affected from time to
time and in varying degrees by political developments and Federal and state laws
and  regulations  regarding the  development,  production and sale of crude oil,
natural gas and gas liquids.  These regulations  require permits for drilling of
wells and also cover the spacing of wells,  the prevention of waste,  completion
technologies and other matters. Rates of production of oil and gas have for many
years been subject to Federal and state  conservation  laws and  regulations and
the  petroleum  industry  is subject  to  Federal  tax laws.  In  addition,  the
production  of oil,  natural gas and natural gas liquids may be  interrupted  or
terminated by  governmental  authorities  due to ecological,  environmental  and
other   considerations.   Compliance  with  these   regulations  may  require  a
significant  capital  commitment  by and expense to the Company and may delay or
otherwise adversely affect proposed operations.

     From  time to time  legislation  has  been  proposed  relating  to  various
conservation and other measures designed to decrease  dependence on foreign oil.
No prediction can be made as to what  additional  legislation may be proposed or
enacted.  Oil producers may face increasingly  stringent regulation in the years
ahead and a general  hostility towards the oil and gas industry on the part of a
portion of the public  and of some  public  officials.  Future  regulation  will
probably be determined by a number of economic and political  factors beyond the
Company's control or the oil and gas industry.

     Environmental  Laws. The Company's  activities  will be subject to existing
federal  and state laws and  regulations  governing  environmental  quality  and
pollution control.  Compliance with  environmental  requirements and reclamation
laws  imposed  by  Federal,  state,  and  local  governmental   authorities  may
necessitate  significant capital outlays and may materially affect earnings.  It
is impossible to predict the impact of environmental legislation and regulations
(including regulations  restricting access and surface use) on operations in the
future  although   compliance  may  necessitate   significant  capital  outlays,
materially  affect  earning  power or cause  material  changes in the  Company's
intended  business.  In  addition,  the  Company  may be  exposed  to  potential
liability for pollution and other damages.

     Disclosure  requirements pertaining to penny stocks may reduce the level of
trading activity in the Company's securities and investors may find it difficult
to sell their shares.  Trades of Diversified's  common stock are subject to Rule
15g-9 of the  Securities  and Exchange  Commission,  which rule imposes  certain
requirements  on  broker/dealers  who  sell  securities  subject  to the rule to
persons  other  than  established  customers  and  accredited   investors.   For

                                       15
<PAGE>

transactions   covered  by  the  rule,   brokers/dealers  must  make  a  special
suitability  determination  for  purchasers  of the  securities  and receive the
purchaser's  written  agreement to the transaction prior to sale. The Securities
and Exchange Commission also has rules that regulate broker/dealer  practices in
connection  with  transactions  in "penny  stocks".  Penny stocks  generally are
equity  securities  with a price  of less  than  $5.00  (other  than  securities
registered  on certain  national  securities  exchanges  or quoted on the NASDAQ
system,  provided  that  current  price and volume  information  with respect to
transactions in that security is provided by the exchange or system).  The penny
stock rules require a broker/  dealer,  prior to a transaction  in a penny stock
not otherwise  exempt from the rules, to deliver a standardized  risk disclosure
document prepared by the Commission that provides information about penny stocks
and the nature and level of risks in the penny stock market.  The  broker/dealer
also must provide the customer  with  current bid and offer  quotations  for the
penny stock,  the compensation of the  broker/dealer  and its salesperson in the
transaction,  and monthly  account  statements  showing the market value of each
penny stock held in the customer's  account.  The bid and offer quotations,  and
the broker/dealer and salesperson compensation information, must be given to the
customer  orally or in writing  prior to effecting the  transaction  and must be
given to the customer in writing before or with the customer's confirmation.

                     MARKET FOR THE COMPANY'S COMMON STOCK.

     There has never been a market for the Company's common stock and, as of the
date of this report, all of the Company's common stock was owned by Diversified.

     Since  November  2012,  Diversified's  common  stock has been quoted on the
OTCQB  tier  of  the  OTC  Markets  Group  under  the  symbol  "DDRI."  However,
Diversified's common stock did not begin to trade until July 2013. The following
shows the reported high and low prices for Diversified's  common stock, based on
information  provided by the OTCQB, for the three months ended October 31, 2013.
The  over-the-counter  market quotations reflect  inter-dealer  prices,  without
retail mark-up, mark-down or commission and may not necessarily represent actual
transactions.

            Quarter Ended           High              Low
            -------------           ----              ---

            October 31, 2013        $1.20             $0.70

     Holders of Diversified's  common stock are entitled to receive dividends as
may be declared by the Board of Directors.  Diversified's  Board of Directors is
not  restricted  from paying any  dividends  but is not  obligated  to declare a
dividend.  No cash dividends  have ever been declared and it is not  anticipated
that cash dividends will ever be paid.  Diversified  currently intends to retain
any future earnings to finance future growth.  Any future  determination  to pay
dividends will be at the discretion of the board of directors and will depend on
Diversified's financial condition,  results of operations,  capital requirements
and other factors the board of directors considers relevant.

     Diversified's Articles of Incorporation authorize the Board of Directors to
issue up to 50,000,000 shares of preferred stock. The provisions in the Articles
of  Incorporation  relating  to the  preferred  stock allow  directors  to issue
preferred  stock with multiple  votes per share and dividend  rights which would
have  priority  over any  dividends  paid with  respect to the holders of common
stock. The issuance of preferred stock with these rights may make the removal of

                                       16
<PAGE>

management  difficult  even if the removal  would be  considered  beneficial  to
shareholders  generally,  and  will  have the  effect  of  limiting  shareholder
participation in certain  transactions such as mergers or tender offers if these
transactions are not favored by management.

     As  of  the  date  of  this  report,   Diversified  had   approximately 120
shareholders of record and 17,128,117  outstanding shares of common stock, which
amounts reflect the acquisition of the Company by Diversified.

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

     The following  discussion  should be read in conjunction with the Company's
financial statements included as part of this report.

     The  Company was  incorporated  in  Colorado  in 2000,  but was  relatively
inactive until December 2010.

     On November 21, 2013 Diversified acquired 100% of the outstanding shares of
the Company in exchange for 14,558,150 shares of Diversified's common stock.

     Although  from a legal  standpoint,  Diversified  acquired  the  Company on
November 21, 2013,  for  financial  reporting  purposes the  acquisition  of the
Company  constituted a  recapitalization,  and the acquisition was accounted for
similar to a reverse  merger,  whereby the  Company was deemed to have  acquired
Diversified.

Results of Operations

     Material  changes in the  Company's  Statement of  Operations  for the year
ended  October 31, 2012 and the nine months ended July 31, 2013,  as compared to
the same periods in the prior year, are discussed below:

                             October 31, 2012
                               Increase (I)
     Item                   or Decrease (D)    Reason
     ----                   ---------------    ------

     Operating revenues            D            Decrease in consulting revenue
                                                of $65,698 offset by an increase
                                                in oil and gas revenues of
                                                $3,584.
     General and administrative
         Expenses                  D            Decrease in officer compensation
                                                offset by increases in
                                                consulting and other fees.

     Abandonments                  D            The Company abandoned properties
                                                in fiscal 2012.

                                       17
<PAGE>

                              July 31, 2013
                                Increase (I)
      Item                    or Decrease (D)   Reason
      ----                    ---------------   ------

      Operating revenues           D            Decreased oil and gas production

      Operating expenses           I            Increased lease operating
                                                expenses as a result of new
                                                activity in the Garcia Field.

      Loss on debt
        extinguishment             I            Isolated transaction during the
                                                current nine month period.

      Loss on disposition
        of assets                  I            Sale  of   equipment originally
                                                purchased  for the Garcia  Field
                                                which  did not  perform  up to
                                                expectations and was sold at a
                                                loss.

      Interest                                  expense I Increase in
                                                outstanding debt during the
                                                current nine month period.

     During the nine months ended July 31, 2013,  the Company  produced 205 bbls
of oil, 21,937 gallons of natural gas liquids, and 2,330 mcf of natural gas.

     The factors that will most  significantly  affect future operating  results
will be:

     o    the sale prices of crude oil;

     o    the amount of production  from oil, gas and gas liquids wells in which
          the Company has an interest;

     o    lease operating expenses;

     o    the  availability of drilling rigs,  drill pipe and other supplies and
          equipment required to drill and complete oil wells; and

     o    corporate overhead costs.

     Revenues will also be  significantly  affected by the Company's  ability to
maintain and increase oil, gas and natural gas liquids production.

     Other than the foregoing the Company does not know of any trends, events or
uncertainties  that have had, or are  reasonably  expected  to have,  a material
impact on revenues or expenses.

                                       18
<PAGE>

Liquidity and Capital Resources

      The Company's sources and (uses) of funds for the two years ended October
31, 2012 and 2011 are shown below:

                                             Year Ended           Year Ended
                                           October 31, 2012    October 31, 2011
                                           ----------------    ----------------

   Cash used in operations                   $(451,168)          $(422,371)
   Drilling and completion costs             $(251,581)          $  (2,710)
   Purchase of furniture and equipment       $  (3,122)          $      --
   Sale of common stock                      $ 350,000           $ 635,000
   Loans (net of repayments)                 $ 289,938           $(191,243)

     The  Company's  sources and (uses) of funds for the nine months  ended July
31, 2013 and July 31, 2012 are shown below:

                                       Nine Months Ended   Nine Months Ended
                                         July 31, 2013        July 31, 2012
                                       -----------------   -----------------

   Cash used in operations                $(494,756)        $(361,385)
   Purchase of oil and gas properties     $ (39,237)        $(241,629)
   Purchase of equipment                  $ (61,319)
   Sale of equipment                      $  24,700                --
   Sale of common stock                   $ 742,013          $350,000
   Loans (net of repayments)              $  18,521          $289,938

     As of October 31, 2013,  operating expenses were approximately  $41,000 per
month, which amount includes salaries and other corporate overhead, but excludes
lease operating, exploration, depreciation and interest expenses.

     See Notes 4 and 5 to the October 31, 2012 financial statements, and Notes 2
and 3 to the  July  31,  2013  financial  statements,  included  as part of this
report, for information concerning the Company's outstanding loans.

                                       19
<PAGE>

     The Company estimates its capital requirements for the twelve months ending
October 31, 2014 are as follows:

     o    Drilling, completing, and fracturing wells    $  1,740,000
     o    Install gathering line (1)                    $    150,000
     o    Seismic work                                  $    120,000

(1)  If  installed,  the line will  transport gas from the new wells the Company
     plans  to  drill  and  complete  in  the  Garcia  field  to  the  Company's
     refrigeration/compression plant.

     Any cash generated by operations, after payment of general,  administrative
and lease operating expenses, will be used to drill and, if warranted,  complete
oil/gas/ngl wells,  acquire oil and gas leases covering lands which are believed
to be favorable for the production of oil, gas, and natural gas liquids,  and to
fund working  capital  reserves.  The Company's  capital  expenditure  plans are
subject to periodic  revision based upon the  availability of funds and expected
return on investment.

     It is expected  that the  Company's  principal  source of cash flow will be
from the sale of crude  oil,  natural  gas and  natural  gas  liquids  which are
depleting assets. Cash flow from the sale of oil/gas/ngl production depends upon
the  quantity  of  production  and the price  obtained  for the  production.  An
increase in prices will  permit the Company to finance  operations  to a greater
extent with internally  generated  funds, may allow the Company to obtain equity
financing more easily or on better terms. However,  price increases heighten the
competition   for  oil  prospects,   increase  the  costs  of  exploration   and
development,  and,  because of  potential  price  declines,  increase  the risks
associated  with the purchase of producing  properties  during times that prices
are at higher levels.

     A decline in  hydrocarbon  prices (i) will  reduce  cash flow which in turn
will reduce the funds available for exploring for and replacing  reserves,  (ii)
will increase the  difficulty of obtaining  equity and debt financing and worsen
the terms on which such financing may be obtained,  (iii) will reduce the number
of prospects which have reasonable economic terms, (iv) may cause the Company to
permit  leases to expire based upon the value of potential  reserves in relation
to the costs of exploration, (v) may result in marginally productive wells being
abandoned as  non-commercial,  and (vi) may increase the difficulty of obtaining
financing. However, price declines reduce the competition for oil properties and
correspondingly reduce the prices paid for leases and prospects.

     The  Company  plans to  generate  profits  by  acquiring,  drilling  and/or
completing  productive  wells.  However,  the Company  plans to obtain the funds
required  to drill,  and if  warranted,  complete  new  wells  with any net cash
generated by operations,  through the sale of securities,  from loans from third
parties or from third parties  willing to pay the Company's share of the cost of
drilling and  completing  the wells as  partners/participants  in the  resulting
wells. The Company does not have any commitments or arrangements from any person
to provide it with any additional capital.  The Company may not be successful in
raising  the capital  needed to drill oil wells.  Any wells which may be drilled
may not produce oil.

                                       20
<PAGE>

      Other than as disclosed above, the Company does not know of any:

     o    Trends, demands, commitments, events or uncertainties that will result
          in, or that are reasonably  likely to result in, any material increase
          or decrease in liquidity; or

     o    Significant changes in expected sources and uses of cash.

Contractual Obligations

     The Company's  material  future  contractual  obligations as of October 31,
2012 were as follows:

   Description            Total        2014      2015        2016     Thereafter
   -----------            -----        ----      ----        ----     ----------

   Repayment of loans   $458,696    $318,890      --       $139,800         --

      The Company's material future contractual obligations as of July 31, 2013
were as follows:

   Description            Total        2014      2015        2016     Thereafter
   -----------            -----        ----      ----        ----     ----------

   Repayment of loans   $417,216    $318,642  $ 82,659      $4,918     $10,997

Critical Accounting Policies and New Accounting Pronouncements

     See Note 1 to the financial  statements included as part of this report for
a description of the Company's  critical  accounting  policies and the potential
impact of the adoption of any new accounting pronouncements.

                                   MANAGEMENT

     Diversified's  current  officers and directors are listed below.  Directors
are generally elected at an annual  shareholders'  meeting and hold office until
the next annual shareholders' meeting, or until their successors are elected and
qualified.  Executive officers are elected by directors and serve at the board's
discretion.

      Name                  Age        Position

      Paul Laird             57        Chief  Executive  Officer,  Principal
                                       Financial and Accounting Officer and a
                                       Director
      Duane Bacon            76        Chief Operating Officer and a Director
      Roger May              57        Director
      Albert McMullin        56        Director
      Philip F. Grey         60        Director

     On November 21, 2013 Diversified acquired all of the outstanding  shares of
the Company in exchange for 14,558,150 shares of the Diversified's common stock.

                                       21
<PAGE>

In connection  with this  transaction,  Paul Laird,  Duane Bacon,  Roger May and
Albert McMullin were appointed officers and/or directors of Diversified.

     The principal  occupations of the Company's  officers and directors  during
the past several years are as follows:

     Paul Laird was appointed as the Chief  Executive  Officer and a director of
Diversified  on  November  21,  2013.  Since  1997 Mr.  Laird has been the Chief
Executive Officer and a Director of the Company. Between 2004 and 2009 Mr. Laird
was the Chief Executive Officer of New Frontier Energy,  Inc. Mr. Laird has over
30 years of experience in the Rocky Mountain oil and gas industry.

     Duane Bacon was appointed as the Chief Operating  Officer and a director of
Diversified  on November 21, 2013.  Since 2000, Mr. Bacon has been the President
of Energy Oil and Gas, Inc. a private exploration and production company located
in Longmont, Colorado.

     Roger May was  appointed a director of  Diversified  on November  21, 2013.
Between 2010 and 2013, Mr. May was a director of Natural Resource Group.

     Albert  McMullin was  appointed a director of  Diversified  on November 21,
2013. He has been a director of NRG since 2011.  Since 2010 he has been a senior
vp foucing on enhance oil recovery in California and Texas. He has over 35 years
of experience in the energy field and has worked for Exxon,  Atlantic  Richfield
and  United  Gas  Pipeline.   He  has  built  several  oil  companies  which  he
successfully monetized.

     Philip F. Grey has been a director  of  Diversified  since  July 24,  2012.
Between July 24, 2012 and November 21,  2013, Mr. Grey was  Diversified's  only
officer.  Since 2010,  Mr. Grey has been  employed as a consultant by Securities
Logistics  Legal  Group.  From  March 2008 to 2010,  Mr.  Grey was  employed  at
Velocity Capital Advisors, a company he founded, to act as an introducing broker
for futures,  commodities and forex  business.  Prior to 2008, Mr. Grey was Vice
President of Institutional  Sales for Accuvest,  Inc., a futures and commodities
firm located in southern California.

     The basis for the  conclusion  that each  current  director is qualified to
serve as a director is shown below.

      Name                    Reason
      ----                    ------

      Paul Laird              Oil and gas exploration and development experience
      Duane Bacon             Oil and gas exploration and development experience
      Roger May               Investment banking experience
      Albert McMullin         Oil and gas exploration and development experience
      Philip F. Grey          Investment banking experience


     Philip  F.  Grey and  Albert  McMullin  are the  members  of the  Company's
compensation  committee.  The Board of Directors  serves as the Company's  audit
committee.

                                       22
<PAGE>

     Mr.  McMullin,  and Mr.  Grey are  independent,  as that term is defined in
Section 803 A(2) of the NYSE MKT Company  Guide.  Mr. Grey acts as the Company's
financial expert.

     The Company has not adopted a code of ethics  applicable  to its  principal
executive,  financial and  accounting  officers and persons  performing  similar
functions.

Executive Compensation

     The following table summarizes the  compensation  received by the Company's
principal  executive and financial  officers  during the two years ended October
31, 2013.

<TABLE>
<S>                      <C>     <C>    <C>    <C>        <C>        <C>         <C>
                                            Restricted             Other
                                               Stock    Option     Annual
Name and             Fiscal   Salary   Bonus   Awards   Awards  Compensation
Principal Position     Year     (1)     (2)      (3)      (4)       (5)         Total
-------------------------------------------------------------------------------------
                                 $                                                $

Paul Laird             2013  150,000     --      --       --        445        150,445
Chief Executive
     Officer           2012  150,000     --      --       --        791        150,791

Duane Bacon            2013   66,000     --      --       --        445         66,445
Chief Operating
     Officer           2012   66,000     --      --       --        791         66,791

</TABLE>


(1)  The dollar value of base salary (cash and non-cash) earned.

(2)  The dollar value of bonus (cash and non-cash) earned.

(3)  The value of the shares of  restricted  stock  issued as  compensation  for
     services computed in accordance with ASC 718 on the date of grant.

(4)  The value of all stock options  computed in accordance  with ASC 718 on the
     date of grant.

(5)  All other compensation  received that could not be properly reported in any
     other column of the table.

     The following  shows the amounts the Company expects to pay to its officers
and directors during the twelve months ending October 31, 2014 and the amount of
time these persons expect to devote to the Company.

                                                 Percent of Time
                            Projected          to be Devoted to the
      Name                 Compensation         Company's Business
      ----                 ------------        --------------------

      Paul Laird            $150,000                    100%
      Duane Bacon           $ 66,000                    100%

     The Company has an employment  agreement  with Paul Laird.  Pursuant to the
agreement,  the Company will pay Mr.  Laird  $12,500 per month.  The  employment
agreement  with Mr. Laird can be  terminated at any time by either party without
cause.

                                       23
<PAGE>

     The Company has an employment  agreement with Duane Bacon.  Pursuant to the
agreement,  the Company will pay Mr. Bacon $5,500 per month.  The agreement with
Mr. Bacon is terminable at any time without cause.

     Stock  Option and Stock Bonus  Plans.  The Company  does not have any stock
option  plans  although  the  Company may adopt one or more of such plans in the
future.

     Long-Term  Incentive  Plans.  The Company  does not provide its officers or
employees with pension, stock appreciation rights or long-term incentive plans.

     Employee  Pension,  Profit Sharing or other  Retirement  Plans. The Company
does  not  have a  defined  benefit,  pension  plan,  profit  sharing  or  other
retirement plan, although the Company may adopt one or more of such plans in the
future.

     Other  Arrangement's.  The Company  has granted  Paul Laird and Duane Bacon
each a 1% overriding royalty on the Company's leases in the Garcia Field. In the
discretion  of the  Company's  directors,  the Company  may in the future  grant
overriding royalty interests to other persons.

     Compensation  of Directors  During Year Ended October 31, 2013.  During the
year ended October 31, 2013,  the Company did not  compensate  its directors for
acting as such.

Related Party Transactions

     In December 2010 the Company  acquired oil and gas  properties  from Energy
Oil and Gas,  Inc.  for  2,500,000  shares of the  Company's  common stock and a
promissory note in the principal amount of $360,000. Duane Bacon, an officer and
director of the Company, controls Energy Oil and Gas, Inc.

     In  connection  with the  acquisition  of the Company by  Diversified,  the
following officers and directors  received shares of Diversified's  common stock
in the amounts shown below.

            Name                      Number of  Shares
            ----                      -----------------

            Paul Laird                  3,135,642
            Duane Bacon                 2,020,531
            Roger May                     412,174 (1)
            Albert McMullin               106,793

(1)  Mr. May  received  128,498  shares of  Diversified's  common  stock for his
     services in arranging the acquisition of the Company by Diversified.

                             PRINCIPAL SHAREHOLDERS

     The following table shows the beneficial  ownership of Diversified's common
stock,  as of November 21, 2013,  and after giving effect to the  acquisition of
the Company, by (i) each person whom Diversified knows beneficially owns more

                                       24
<PAGE>

than  5%  of  the  outstanding   shares  of  its  common  stock,  (ii)  each  of
Diversified's officers,  (iii) each of Diversified's directors, and (iv) all the
officers and directors as a group.  Unless otherwise  indicated,  each owner has
sole  voting  and  investment  powers  over his shares of common  stock.  Unless
otherwise  indicated,  beneficial ownership is determined in accordance with the
Rule  13d-3  promulgated  under the  Securities  and  Exchange  Act of 1934,  as
amended,  and  includes  voting  or  investment  power  with  respect  to shares
beneficially owned.

      Name and Address              Number of Shares        Percentage
      of Beneficial Owner          Beneficially Owned        of Class
      -------------------          ------------------       ----------

      Paul Laird                       3,135,642              18.3%
      1789 w. Littleton Blvd
      Littleton, CO  80120

      Duane Bacon                      2,020,531 (1)          11.8%
      5982 Heather Way
      Longmont, CO  80503

      Roger May                          540,672               3.2%
      2780 Indiana Street
      Golden, CO  80401

      Albert McMullin                    106,793 (2)           .06%
      4501 Merrie Lane
      Belaire, TX  77401

      Frank Grey                          50,000               .03%
      2114 Ridge Plaza Drive
      Castle Rock, CO  80108

      All officers and directors       ---------              --------
       as a group (five persons).      5,853,638                  34%
                                       =========              ========


(1)  Shares are held in the name of Energy Oil and Gas, a company  controlled by
     Mr. Bacon.

(2)  Shares are held in the name of partnerships controlled by Mr. McMullin.

                     RECENT SALES OF UNREGISTERED SECURITIES

     The  following  lists all sales of the  Company's  common  stock during the
three years ended October 31, 2013.

     On October  18,  2010,  the  Company  sold  208,820  shares of its Series A
preferred stock to 1 person for $50,000 in cash.

                                       25
<PAGE>

     On December 22, 2010,  the Company  issued  2,500,000  shares of its common
stock to Energy Oil and Gas,  Inc.  in  exchange  for certain oil and gas assets
valued at $2,500,000.

     Between  February 27, 2011,  and September 6, 2011 the Company sold 660,000
shares of its common stock to twelve persons for $660,000 in cash.

     During the year ended October 31, 2012,  the Company sold 350,000 shares of
its common stock to eleven persons for $350,000 in cash.

     In May and June 2013, the Company issued 395,877 shares of its common stock
to one person to settle $65,240 of accounts payable.

     During the nine months ended July 31, 2013, the Company sold 785,000 shares
of its common stock to 22 persons for $785,000 in cash.

     In May 2013, the Company's  Series A preferred stock (held by 1 person) was
converted into 208,820 shares of the Company's common stock.

     Subsequent  to July 31, 2013,  the Company sold 74,750 shares of its common
stock to four persons for $74,750.

     The Company relied upon the exemption from registration provided by Section
4(2) of the  Securities Act of 1933 with respect to the sale and issuance of the
shares described  above.  The purchasers of these securities were  sophisticated
investors who were provided full  information  regarding the Company's  business
and operations.  There was no general  solicitation in connection with the offer
or sale of these  shares.  The  purchasers  acquired  the  shares  for their own
accounts. The shares cannot be sold unless pursuant to an effective registration
statement or an exemption from registration.

                            DESCRIPTION OF SECURITIES

Common Stock

     Diversified  is  authorized  to issue  450,000,000  shares of common stock.
Holders of common  stock are each  entitled to cast one vote for each share held
of record on all matters  presented to  shareholders.  Cumulative  voting is not
allowed; hence, the holders of a majority of Diversified's outstanding shares of
common stock can elect all directors.

     Holders of common stock are  entitled to receive  such  dividends as may be
declared  by the  Board  out of funds  legally  available  and,  in the event of
liquidation, to share pro rata in any distribution of the Company's assets after
payment of liabilities.  Diversified's  directors are not obligated to declare a
dividend.  It is not anticipated  that dividends will be paid in the foreseeable
future.

     Holders of common stock do not have  preemptive  rights to subscribe to any
additional  shares which may be issued in the future.  There are no  conversion,
redemption,  sinking fund or similar provisions  regarding the common stock. All
outstanding shares of common stock are fully paid and nonassessable.

                                       26
<PAGE>

Preferred Stock

     Diversified is authorized to issue  50,000,000  shares of preferred  stock.
Shares of preferred  stock may be issued from time to time in one or more series
as may  be  determined  by  the  Board  of  Directors.  The  voting  powers  and
preferences,  the  relative  rights of each such series and the  qualifications,
limitations and  restrictions of each series will be established by the Board of
Directors. Diversified's directors may issue preferred stock with multiple votes
per share and dividend  rights which would have priority over any dividends paid
with  respect to the holders of  Diversified's  common  stock.  The  issuance of
preferred  stock with these rights may make the removal of management  difficult
even if the removal would be considered  beneficial to  shareholders  generally,
and will have the effect of limiting  shareholder  participation in transactions
such as  mergers  or tender  offers if these  transactions  are not  favored  by
management.  As of the date of this  prospectus  Diversified  had not issued any
shares of preferred stock.

Transfer Agent and Registrar

            Diversified's transfer agent is:

            Transhare
            4626 S. Broadway
            Englewood, CO  80113
            Phone: 303-662-1112
            Fax: 303-662-1113

                                LEGAL PROCEEDINGS

     Neither the Company nor  Diversified  is involved in any legal  proceedings
and neither the Company nor Diversified know of any legal  proceedings which are
threatened or contemplated.

                                 INDEMNIFICATION

     The Company's  Bylaws  authorize  indemnification  of a director,  officer,
employee  or agent  against  expenses  incurred  by him in  connection  with any
action, suit, or proceeding to which he is named a party by reason of his having
acted or served in such capacity,  except for  liabilities  arising from his own
misconduct  or  negligence  in  performance  of his duty.  In  addition,  even a
director,  officer, employee, or agent found liable for misconduct or negligence
in the  performance of his duty may obtain such  indemnification  if, in view of
all the circumstances in the case, a court of competent jurisdiction  determines
such person is fairly and  reasonably  entitled to  indemnification.  Insofar as
indemnification  for liabilities arising under the Securities Act of 1933 may be
permitted to the Company's directors,  officers, or controlling persons pursuant
to these  provisions,  the Company has been  informed that in the opinion of the
Securities  and Exchange  Commission,  such  indemnification  is against  public
policy as expressed in the Act and is therefore unenforceable.

                                       27
<PAGE>

                          GLOSSARY OF OIL AND GAS TERMS

     DEVELOPED ACREAGE.  The number of acres that are allocated or assignable to
productive wells or wells capable of production.

     DISPOSAL  WELL. A well employed for the  reinjection of salt water produced
with oil into an underground formation.

     HELD BY  PRODUCTION.  A provision  in an oil,  gas and  mineral  lease that
perpetuates an entity's right to operate a property or concession as long as the
property or concession produces a minimum paying quantity of oil or gas.

     INJECTION  WELL. A well  employed  for the  injection  into an  underground
formation of water, gas or other fluid to maintain  underground  pressures which
would otherwise be reduced by the production of oil or gas.

     LANDOWNER'S ROYALTY. A percentage share of production, or the value derived
from production,  which is granted to the lessor or landowner in the oil and gas
lease, and which is free of the costs of drilling,  completing, and operating an
oil or gas well.

     LEASE. Full or partial  interests in an oil and gas lease,  authorizing the
owner thereof to drill for,  reduce to  possession  and produce oil and gas upon
payment of rentals,  bonuses and/or royalties.  Oil and gas leases are generally
acquired from private landowners and federal and state governments.  The term of
an oil and gas lease  typically  ranges  from  three to ten  years and  requires
annual lease rental  payments of $1.00 to $2.00 per acre.  If a producing oil or
gas well is drilled on the lease prior to the expiration of the lease, the lease
will generally  remain in effect until the oil or gas  production  from the well
ends. The owner of the lease is required to pay the owner of the leased property
a royalty which is usually  between 12.5% and 16.6% of the gross amount received
from the sale of the oil or gas produced from the well.

     LEASE  OPERATING  EXPENSES.  The  expenses of  producing  oil or gas from a
formation,  consisting of the costs  incurred to operate and maintain  wells and
related equipment and facilities, including labor costs, repair and maintenance,
supplies, insurance, production, severance and other production excise taxes.

     NET ACRES OR WELLS.  A net well or acre is deemed to exist  when the sum of
fractional  ownership  working interests in gross wells or acres equals one. The
number  of net  wells or acres is the sum of the  fractional  working  interests
owned in gross wells or acres expressed as whole numbers and fractions.

     NET  REVENUE  INTEREST.  A  percentage  share of  production,  or the value
derived from production,  from an oil or gas well and which is free of the costs
of drilling, completing and operating the well.

     OVERRIDING ROYALTY. A percentage share of production,  or the value derived
from  production,  which  is free  of all  costs  of  drilling,  completing  and

                                       28
<PAGE>

operating an oil or gas well,  and is created by the lessee or working  interest
owner  and paid by the  lessee  or  working  interest  owner to the owner of the
overriding royalty.

            PRODUCING PROPERTY. A property (or interest therein) producing oil
or gas in commercial quantities or that is shut-in but capable of producing oil
or gas in commercial quantities. Interests in a property may include working
interests, production payments, royalty interests and other non-working
interests.

     PROSPECT.  An area in which a party owns or intends to acquire  one or more
oil  and  gas  interests,  which  is  geographically  defined  on the  basis  of
geological  data and which is  reasonably  anticipated  to  contain at least one
reservoir of oil, gas or other hydrocarbons.

     PROVED RESERVES.  Proved oil and gas reserves are the estimated  quantities
of  crude  oil,  natural  gas and  natural  gas  liquids  which  geological  and
engineering  data  demonstrate  with  reasonable  certainty to be recoverable in
future  years  from known  reservoirs  under  existing  economic  and  operating
conditions (prices and costs held constant as of the date the estimate is made).

     SHUT-IN  WELL. A well which is capable of producing oil or gas but which is
temporarily not producing due to mechanical problems or a lack of market for the
well's oil or gas.

     UNDEVELOPED  ACREAGE.  Lease acres on which wells have not been  drilled or
completed to a point that would permit the  production of commercial  quantities
of oil and gas  regardless  of  whether  or not  such  acreage  contains  proved
reserves.  Undeveloped  acreage  should not be confused with  undrilled  acreage
which is "Held by Production" under the terms of a lease.

     WORKING  INTEREST.  A  percentage  of  ownership  in an oil and  gas  lease
granting  its owner the right to  explore,  drill and produce oil and gas from a
tract of property.  Working interest owners are obligated to pay a corresponding
percentage  of the cost of leasing,  drilling,  producing  and operating a well.
After royalties are paid, the working  interest also entitles its owner to share
in  production  revenues  with  other  working  interest  owners,  based  on the
percentage of the working interest owned.

                             AVAILABLE INFORMATION

     Diversified is subject to the  requirements  of the Securities and Exchange
Act of 1934 and is  required  to file  reports  and other  information  with the
Securities  and  Exchange  Commission.  Copies  of any such  reports  and  other
information  filed by  Diversified  can be read and  copied at the  Commission's
Public Reference Room at 100 F Street, N.E., Washington,  D.C. 20549. The public
may obtain  information on the operation of the Public Reference Room by calling
the  Commission  at  1-800-SEC-0330.  The SEC  maintains  an internet  site that
contains  reports,  proxy and  information  statements,  and  other  information
regarding public companies. The address of the site is http://www.sec.gov.

                                       29
<PAGE>




                           DIVERSIFIED RESOURCES, INC.
                              Financial Statements




<PAGE>



                          NATURAL RESOURCE GROUP, INC.

                              FINANCIAL STATEMENTS

                  FOR THE YEAR ENDED OCTOBER 31, 2013 AND 2012



<PAGE>





                            TABLE OF CONTENTS
                                                                  Page

                                                                  -----

 Report of Independent Registered Public Accounting Firm          F-1

 Consolidated Financial Statements
  Balance Sheets                                                  F-2
  Statements of Operations                                        F-3
  Statement of Changes in Stockholders' Equity                    F-4
  Statements of Cash Flows                                        F-5

 Notes to Consolidated Financial Statements                       F-6



<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Natural Resources Group, Inc.
Littleton, Colorado


We have  audited  the  balance  sheets of Natural  Resources  Group,  Inc.  (the
"Company")  as of October  31,  2012 and 2011,  and the  related  statements  of
operations,  stockholders'  equity,  and cash  flows for each of the years  then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to  express  an  opinion  on the  financial
statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our  opinion,  the  financial  statements  present  fairly,  in all  material
respects,  the financial position of Natural Resources Group, Inc. as of October
31, 2012 and 2011, and the results of their  operations and their cash flows for
each of the years then ended, in conformity with accounting principles generally
accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  As discussed in Note 1, the Company
has losses from continuing  operations and has a working capital deficit.  These
factors  raise  substantial  doubt  about its  ability  to  continue  as a going
concern.  Management's  plans in regard to these  matters are also  described in
Note 1. The  financial  statements  do not  include any  adjustments  that might
result from the outcome of this uncertainty.



/s/ MaloneBailey, LLP
www.malone-bailey.com
Houston, Texas
November 21, 2013

                                       F-1
<PAGE>




                    Natural Resource Group, Inc.
                           BALANCE SHEETS

                                            October 31,   October 31,
                                               2012          2011
                                            ------------  ------------
                     ASSETS
CURRENT ASSETS

    Cash                                     $    1,051   $    66,984
    Accounts receivable, trade                   14,281         8,729
    Prepaid expenses                              5,703             -
                                            ------------  ------------
        Total current assets                     21,035        75,713
                                            ------------  ------------

LONG-LIVED ASSETS
    Property and Equipment, net of
    accumulated depreciation

         of $1,494 and $346                       2,632           658
    Oil and gas properties - proved
    (successful efforts method)
          net of accumulated depletion
    of $41,567 and $16,412                    2,607,585     2,518,558
    Oil and gas properties - unproved
    (successful efforts method)                       -       120,000
                                            ------------  ------------
        Total assets
                                             $ 2,631,252   $ 2,714,929
                                            ============  ============
          LIABILITIES AND STOCKHOLDERS'
                     EQUITY

CURRENT LIABILITIES

    Accounts payable                         $   89,017    $   13,892
    Accounts payable, related party              92,295        47,628
    Accrued interest                              4,605             -
    Accrued interest, related party               8,233         1,516
    Accrued expenses                            172,013       108,259
                                            ------------  ------------
        Total current liabilities               366,163       171,295
                                            ------------  ------------

LONG TERM LIABILITIES

    Long term debt, related party               139,800       168,757
    Long term debt                              223,386             -
    Asset retirement obligation                 203,889       184,644

COMMITMENTS AND CONTINGENT LIABILITIES                -             -

STOCKHOLDERS' EQUITY
    Preferred stock, $0.2394 par value
    20,000,000 shares authorized:
      Series A Convertible, 1,044,101
      shares authorized
        208,820 shares issued and
        outstanding                              49,992        49,992
    Common stock, $0.0001 par value,
    80,000,000 shares authorized,                                   -
      13,093,704 and 12,743,704 shares
      issued and outstanding                      1,309         1,274

    Additional paid in capital                3,484,763     3,134,798
    Accumulated deficit                      (1,838,050)     (995,831)
                                            ------------  ------------
        Total stockholders' equity
                                              1,698,014     2,190,233
                                            ------------  ------------
        Total liabilities and
        stockholders' equity                 $2,631,252    $2,714,929
                                            ============  ============

               See accompanying notes to the financial statements.

                                       F-2
<PAGE>




                         Natural Resource Group, Inc.
                           STATEMENTS OF OPERATIONS

                                                   Years Ended
                                         October 31,          October 31,
                                             2012                2011
                                      ------------------- --------------------
Operating revenues
   Oil and gas sales                        $    79,104         $     75,520

   Consulting fees                                    -               65,698
                                      ------------------- --------------------
                                                 79,104              141,218

Operating expenses
   Exploration costs, including
   dry holes                                     69,718               57,600
   Lease operating expenses                     117,357              105,600
   General and administrative                   497,258              855,992
   Depreciation expense                           1,148                  200
   Depletion expense                             25,155               16,412
   Accretion expense                             19,245               14,497
   Abandonments                                 120,798                    -
                                      ------------------- --------------------
     Total operating expenses
                                                850,679            1,050,301
                                      ------------------- --------------------


(Loss) from operations                         (771,575)            (909,083)
                                      ------------------- --------------------
Other income (expense)
   Interest expense                             (70,644)             (25,297)
                                      ------------------- --------------------

     Other income (expense), net                (70,644)             (25,297)
                                      ------------------- --------------------
Net (loss)                                 $   (842,219)        $   (934,380)
                                      =================== ====================
Net (loss) per common share
   Basic and diluted                        $     (0.06)        $      (0.08)
                                      =================== ====================
Weighted average shares outstanding
   Basic and diluted                         12,966,006           12,006,485
                                      =================== ====================


             See accompanying notes to the financial statements.

                                       F-3
<PAGE>




                         Natural Resource Group, Inc.
                            STATEMENTS OF CASH FLOWS

                                                            Years Ended
                                                     October 31,  October 31,
                                                        2012         2011
                                                     ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:

       Net (loss)                                      (842,219)    (934,380)
       Adjustments to reconcile net (loss) to net
       cash
             (used in) operating activities:
                   Abandonments                         120,798            -
                   Depreciation expense                   1,148          200
                   Depletion expense                     25,155       16,412
                   Accretion expense                     19,245       14,497
                   Amortization of discount on
                   notes payable                         41,090            -
                   Assignment of net profits
                   interest                                   -      377,887
                   (Increase) decrease in assets:
                             Accounts receivable,
                             trade                       (5,552)      (8,729)
                             Prepaid expense             (5,703)           -
                   Increase (decrease) in
                   liabilities:
                             Accounts payable            75,125       13,892
                             Accounts payable -
                             related parties             51,384       (5,409)
                             Accrued expenses            68,361      103,259
                                                     ------------ ------------
             Net cash (used in) operating
             activities                                (451,168)    (422,371)
                                                     ------------ ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Cash paid for oil and gas properties            (251,581)      (2,710)
       Cash paid for purchase of fixed assets            (3,122)           -
                                                     ------------ ------------
             Net cash (used in) investing
             activities                                (254,703)      (2,710)
                                                     ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
       Proceeds from sale of common stock               350,000      635,000
       Payments on related party notes payable          (28,957)    (191,243)
       Proceeds from notes payable                      320,000            -
       Payments on notes payable                         (1,105)           -
                                                     ------------ ------------
             Net cash provided by financing
             activities                                 639,938      443,757
                                                     ------------ ------------
INCREASE (DECREASE) IN CASH                             (65,933)      18,676
BEGINNING BALANCE                                        66,984       48,308
                                                     ------------ ------------
ENDING BALANCE                                            1,051       66,984
                                                     ============ ============
Cash paid for income taxes                                    -            -
                                                     ============ ============
Cash paid for interest
                                                         16,232       23,781
                                                     ============ ============

                                       F-4
<PAGE>




Supplemental schedule of non-cash investing and
       financing activities:
             Assignment of net profits interest
             in note payable agreement                 136,599             -
             Assumption of asset retirement
             obligation                                      -        170,147
             Issuance of note payable for oil
             and gas properties                              -        360,000
             Issuance of common stock for oil and
             gas properties                                  -      2,500,000
                                                     ===========  ============


               See accompanying notes to the financial statements.



                                       F-5
<PAGE>

                          Natural Resource Group, Inc.
                        STATEMENT OF STOCKHOLDERS' EQUITY

                                   (Unaudited)

<TABLE>
<S>                            <C>         <C>           <C>          <C>       <C>         <C>           <C>


                               Preferred Stock          Common Stock       Additional

                              $.2394 Par Value        $.0001 Par Value       Paid-in    Accumulated
                              Shares    Amount       Shares      Amount      Capital      Deficit      Total
                             --------- ----------------------  ----------- -----------  ----------- -----------

Balance November 1, 2010      208,820   $ 49,992   9,583,704     $   958    $    114   $  (61,451)   $ (10,387)

   Common stock issued
   for assets                                      2,500,000          250   2,499,750                2,500,000
   Common stock issued
   for cash                                          660,000           66     659,934                  660,000
   Less common stock
   issuance costs                                                            (25,000)                  (25,000)

   Net (loss) for the year          -          -           -            -           -     (934,380)    (934,380)
                             --------- ----------  ----------  ----------- -----------  ----------- -----------

Balance October 31, 2011      208,820   $ 49,992   12,743,704   $   1,274  $3,134,798    $(995,831) $2,190,233

   Common stock issued
   for cash                                          350,000           35     349,965                  350,000

   Net (loss) for the year                                                                (842,219)   (842,219)

                             --------- ----------------------  ----------- -----------  ----------- -----------
Balance October 31, 2012      208,820   $ 49,992  13,093,704    $   1,309  $3,484,763  $(1,838,050) $1,698,014
                             ========= ======================  =========== ===========  =========== ===========

</TABLE>


          See accompanying notes to the unaudited financial statements.

                                       F-6
<PAGE>

                           NATURAL RESOURCE GROUP, INC
                          Notes to Financial Statements
                            October 31, 2012 and 2011

                                       F-7

1.  Business Description and Summary of Significant Accounting Policies

     Organization

     Natural Resource Group, Inc. (or the "Company") was incorporated  under the
laws of Colorado on October 17, 2000.  The Company was  inactive  until May 2010
when it commenced  operations as an oil and gas  exploration  company  operating
primarily in Colorado. The Company was considered to be in the development stage
until  December  2010  when it  acquired  4  producing  oil and  gas  wells  and
approximately  4,600 acres in the Garcia field located in south eastern Colorado
together with three producing oil and gas wells in the Denver Julesburg Basin.

     The Company has no interests in any  unconsolidated  entities,  nor does it
have any unconsolidated special purpose entities.

     Going Concern

     As shown in the accompanying financial statements, the Company has incurred
significant  operating  losses since  inception  aggregating  $1,838,050 and has
negative  working  capital of $345,128 at October  31,  2012.  As of October 31,
2012,  the Company has limited  financial  resources  until such time that it is
able to  generate  positive  cash  flow from  operations.  These  factors  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
The Company's  ability to achieve and maintain  profitability  and positive cash
flow is  dependent  upon its ability to locate  profitable  mineral  properties,
generate revenue from planned business operations, and control exploration cost.
Management  plans to fund its future  operation  by joint  venturing,  obtaining
additional financing,  and attaining additional commercial production.  However,
there is no assurance that they will be able to obtain additional financing from
investors or private lenders,  or that additional  commercial  production can be
attained.

     The  financial  statements  do not include any  adjustments  to reflect the
possible future effects on the  recoverability  and  classification of assets or
the amounts and  classification of liabilities that may result from the possible
inability of the Company to continue as a going concern.

     Cash and Cash Equivalents

     Cash and cash  equivalents  include all cash balances and any highly liquid
investments  with an original  maturity of 90 days or less. The carrying  amount
approximates fair value due to the short maturity of these instruments.

     Accounts Receivable

     The Company  records  estimated oil and gas revenue  receivable  from third
parties at its net revenue interest. The Company also reflects costs incurred on
behalf of joint interest partners in accounts  receivable.  The Company uses the
direct  write-off  method  for bad debts;  this  method  expenses  uncollectible
accounts in the year they become  uncollectible.  Any  difference  between  this
method and the allowance method is not material. Management periodically reviews
accounts  receivable  amounts for  collectability  and records its allowance for
uncollectible  receivables under the specific identification method. The Company
did not record any allowance for uncollectible receivables in 2012 or 2011.

     Use of Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the amounts reported in
the  financial  statements  and  accompanying  notes.  Estimates  of oil and gas
reserve quantities provide the basis for calculation of depletion, depreciation,
and  amortization,  and  impairment,  each of  which  represents  a  significant
component of the financial  statements.  Actual  results could differ from those
estimates.

                                       F-7
<PAGE>


     Concentration of Credit Risk

     Financial   instruments   that   potentially   subject   the   Company   to
concentrations of credit risk consist primarily of cash equivalents. The Company
places its cash  equivalents with a high credit quality  financial  institution.
The Company periodically  maintains cash balances at a commercial bank in excess
of the Federal Deposit Insurance Corporation insurance limit of $250,000.

     Stock-based compensation

     ASC 718,  "Compensation-Stock  Compensation"  requires  recognition  in the
financial  statements of the cost of employee  services received in exchange for
an award of equity  instruments  over the period the  employee  is  required  to
perform  the  services  in  exchange  for the award  (presumptively  the vesting
period).  We measure the cost of employee  services  received in exchange for an
award based on the grant-date fair value of the award.

     We account  for  non-employee  share-based  awards  based upon ASC  505-50,
"Equity-Based Payments to Non-Employees." ASC 505-50 requires the costs of goods
and  services  received in  exchange  for an award of equity  instruments  to be
recognized  using the fair value of the goods and  services or the fair value of
the equity award,  whichever is more reliably measurable.  The fair value of the
equity award is determined on the measurement  date, which is the earlier of the
date that a performance  commitment is reached or the date that  performance  is
complete.  Generally, our awards do not entail performance commitments.  When an
award  vests over time such that  performance  occurs  over  multiple  reporting
periods, we estimate the fair value of the award as of the end of each reporting
period and recognize an appropriate  portion of the cost based on the fair value
on that date. When the award vests, we adjust the cost previously  recognized so
that the cost  ultimately  recognized  is  equivalent  to the fair  value on the
vesting date, which is presumed to be the date performance is complete.

     We recognize the cost associated with share-based awards that have a graded
vesting schedule on a straight-line  basis over the requisite  service period of
the entire award.

     Dependence on Oil and Gas Prices

     As an  independent  oil and gas producer,  our revenue,  profitability  and
future  rate of growth are  substantially  dependent  on  prevailing  prices for
natural gas and oil.  Historically,  the energy markets have been very volatile,
and there can be no  assurance  that oil and gas  prices  will not be subject to
wide  fluctuations in the future.  Prices for natural gas have recently declined
materially. Any continued and extended decline in oil or gas prices could have a
material adverse effect on our financial position,  results of operations,  cash
flows and access to capital and on the  quantities  of oil and gas reserves that
we can economically produce.

     Revenue Recognition

     We recognize oil and gas revenue from  interests in producing  wells as the
oil and gas is sold.  Revenue  from the  purchase,  transportation,  and sale of
natural  gas is  recognized  upon  completion  of the sale and when  transported
volumes are delivered.  We recognize revenue related to gas balancing agreements
based on the sales method.  Our net  imbalance  position at October 31, 2012 and
2011 was immaterial.

     Consulting Fees

     During the year ended  October 31, 2011,  the Company  received  Consulting
Fees of $65,698.  The Company  provided  Colorado  landman services to a foreign
entity with operations in Colorado.  The income was recognized when the services
were completed. All amounts have been collected.

     Accounting for Oil and Gas Activities

     Successful  Efforts  Method  We  account  for  crude  oil and  natural  gas
properties under the successful efforts method of accounting. Under this method,
costs to acquire  mineral  interests  in crude oil and natural  gas  properties,
drill and equip exploratory wells that find proved reserves, and drill and equip
development wells are capitalized.

                                       F-8
<PAGE>

Capitalized costs of producing crude oil and natural gas properties,  along with
support   equipment   and   facilities,   are   amortized   to  expense  by  the
unit-of-production  method based on proved crude oil and natural gas reserves on
a field-by-field basis, as estimated by our qualified petroleum engineers.  Upon
sale or retirement of depreciable or depletable  property,  the cost and related
accumulated DD&A are eliminated from the accounts and the resulting gain or loss
is recognized. Repairs and maintenance are expensed as incurred.

Assets are grouped in accordance  with the  Extractive  Industries - Oil and Gas
Topic of the Financial  Accounting  Standards Board (FASB) Accounting  Standards
Codification  (ASC).  The basis for  grouping  is a  reasonable  aggregation  of
properties  with  a  common  geological   structural  feature  or  stratigraphic
condition, such as a reservoir or field.

     Depreciation,  depletion and amortization of the cost of proved oil and gas
properties is calculated using the  unit-of-production  method. The reserve base
used  to  calculate  depreciation,  depletion  and  amortization  for  leasehold
acquisition costs and the cost to acquire proved properties is the sum of proved
developed  reserves and proved undeveloped  reserves.  With respect to lease and
well equipment costs, which include development costs and successful exploration
drilling  costs,  the reserve  base  includes  only proved  developed  reserves.
Estimated  future  dismantlement,  restoration  and  abandonment  costs,  net of
salvage values, are taken into account.

     Proved Property  Impairment We review  individually  significant proved oil
and gas properties and other long-lived  assets for impairment at least annually
at year-end,  or quarterly when events and  circumstances  indicate a decline in
the recoverability of the carrying values of such properties, such as a negative
revision of reserves  estimates or sustained  decrease in commodity  prices.  We
estimate  future  cash flows  expected in  connection  with the  properties  and
compare  such  future cash flows to the  carrying  amount of the  properties  to
determine if the carrying amount is  recoverable.  When the carrying amount of a
property  exceeds its  estimated  undiscounted  future cash flows,  the carrying
amount is reduced to estimated  fair value.  Fair value may be  estimated  using
comparable  market data, a discounted cash flow method,  or a combination of the
two. In the discounted cash flow method,  estimated  future cash flows are based
on management's  expectations for the future and include estimates of future oil
and gas production,  commodity prices based on published forward commodity price
curves as of the date of the estimate,  operating and development  costs,  and a
risk-adjusted discount rate.

      Unproved Property Impairment Our unproved properties consist of leasehold
costs and allocated value to probable and possible reserves from acquisitions.
We assess individually significant unproved properties for impairment on a
quarterly basis and recognize a loss at the time of impairment by providing an
impairment allowance. In determining whether a significant unproved property is
impaired we consider numerous factors including, but not limited to, current
exploration plans, favorable or unfavorable exploration activity on the property
being evaluated and/or adjacent properties, our geologists' evaluation of the
property, and the remaining months in the lease term for the property. During
the year ended October 31, 2012, the company recorded an impairment charge of
$120,798 for the abandonment of a lease.

     Exploration  Costs  Geological  and  geophysical   costs,   delay  rentals,
amortization of unproved  leasehold costs, and costs to drill  exploratory wells
that do not find proved  reserves  are expensed as oil and gas  exploration.  We
carry  the  costs  of an  exploratory  well  as an  asset  if the  well  finds a
sufficient  quantity of reserves  to justify its  capitalization  as a producing
well and as long as we are making sufficient progress assessing the reserves and
the economic and operating viability of the project.  Geological and geophysical
costs were  $69,718 and  $57,600 for the years ended  October 31, 2012 and 2011,
respectively,  and  are  included  in  Exploration  Costs  in  the  accompanying
financial statements.

     Asset  Retirement  Obligations  Asset  retirement  obligations  consist  of
estimated  costs  of  dismantlement,   removal,  site  reclamation  and  similar
activities  associated  with our oil and gas  properties.  We recognize the fair
value of a liability  for an ARO in the period in which it is  incurred  when we
have an existing legal obligation  associated with the retirement of our oil and
gas  properties  that can  reasonably be estimated,  with the  associated  asset
retirement  cost  capitalized  as part of the  carrying  cost of the oil and gas
asset.  The asset retirement cost is determined at current costs and is inflated
into future  dollars using an inflation rate that is based on the consumer price
index.  The future  projected  cash flows are then  discounted  to their present
value using a  credit-adjusted  risk-free  rate.  After initial  recording,  the
liability  is  increased  for the  passage  of  time,  with the  increase  being
reflected as accretion expense and included in our DD&A expense in the statement

                                      F-9

<PAGE>


of operations.  Subsequent adjustments in the cost estimate are reflected in the
liability and the amounts  continue to be amortized  over the useful life of the
related long-lived asset.

     Net Income (Loss) per Common Share

     Basic  earnings  (loss) per share are  calculated  by  dividing  net income
(loss) by the  weighted  average  number of common  shares  outstanding  for the
period.  Diluted earnings (loss) per share are calculated by dividing net income
(loss) by the weighted average number of common shares and dilutive common stock
equivalents outstanding. During the periods when they are anti-dilutive,  common
stock equivalents, if any, are not considered in the computation.

     Property and Equipment

Property and equipment consists of production  buildings,  furniture,  fixtures,
equipment  and  vehicles  which are recorded at cost and  depreciated  using the
straight-line  method over the estimated  useful lives of five to fifteen years.
Maintenance and repairs are charged to expense as incurred.

     Impairment of Long Lived Assets

     The long-lived  assets of the Company  consist  primarily of proved oil and
gas  properties and  undeveloped  leaseholds.  The Company  reviews the carrying
values of its oil and gas  properties  and  undeveloped  leaseholds  annually or
whenever events or changes in  circumstances  indicate that such carrying values
may not be recoverable. If, upon review, the sum of the undiscounted pretax cash
flows is less than the carrying value of the asset group,  the carrying value is
written  down to  estimated  fair  value.  Individual  assets  are  grouped  for
impairment  purposes at the lowest level for which there are  identifiable  cash
flows that are largely  independent of the cash flows of other groups of assets,
generally  on a  field-by-field  basis.  The fair  value of  impaired  assets is
determined  based on quoted market prices in active  markets,  if available,  or
upon the present values of expected future cash flows.  The impairment  analysis
performed by the Company may utilize Level 3 inputs.

     The  Company  recorded  no proved  property  impairment  in the years ended
October  31,  2012 and 2011.  The  Company  recorded  abandonments  of  unproved
property  of  $120,798  and $0 in the years  ended  October  31,  2012 and 2011,
respectively.

     Income Taxes

     Income  taxes are  accounted  for under  the  asset and  liability  method.
Deferred  tax assets and  liabilities  are  recognized  when items of income and
expense are  recognized  in the financial  statements in different  periods than
when  recognized in the  applicable  tax return.  Deferred tax assets arise when
expenses are  recognized  in the financial  statements  before the tax return or
when  income  items are  recognized  in the tax  return  prior to the  financial
statements.  Deferred tax assets also arise when operating losses or tax credits
are  available  to  offset  tax  payments  due in  future  years.  Deferred  tax
liabilities  arise when income items are recognized in the financial  statements
before the tax returns or when  expenses are  recognized in the tax return prior
to the financial  statements.  Deferred tax assets and  liabilities are measured
using  enacted  tax rates  expected  to apply to taxable  income in the years in
which those temporary  differences are expected to be recovered or settled.  The
effect  on  deferred  tax  assets  and  liabilities  of a change in tax rates is
recognized in income in the period that includes the date when the change in the
tax rate was enacted.

     We routinely  assess the  realizability  of our deferred tax assets.  If we
conclude  that it is more  likely  than  not  that  some  portion  or all of the
deferred tax assets will not be realized  under  accounting  standards,  the tax
asset is reduced by a  valuation  allowance.  In addition  we  routinely  assess
uncertain  tax   positions,   and  accrue  for  tax   positions   that  are  not
more-likely-than-not to be sustained upon examination by taxing authorities.

     Major Customers

     Sales to major unaffiliated  customers consisted of the following.  For the
year ended  October 31,  2012,  Customer A accounted  for  approximately  19% of
revenue, Customer B accounted for approximately 26% and


                                      F-10

<PAGE>


Customer C accounted for approximately 55%. For the year ended October 31, 2011,
Customer A accounted for approximately 19% of revenue,  Customer B accounted for
approximately  14%, Customer C accounted for  approximately  17%, and Customer D
accounted for approximately 44%.

     The  Company  sells  production  to a  small  number  of  customers,  as is
customary in the industry.  Yet, based on the current demand for oil and natural
gas, the availability of other buyers, and the Company having the option to sell
to other buyers if conditions so warrant,  the Company believes that its oil and
gas production can be sold in the market in the event that it is not sold to the
Company's  existing  customers.  However,  in some  circumstances,  a change  in
customers  may  entail  significant  transition  costs  and/or  shutting  in  or
curtailing  production  for weeks or even months during the  transition to a new
customer.

     Recent Accounting Pronouncements

     The Company  adopted  Accounting  Standards  Update No.  2011-05  ("ASC No.
2011-05"),  an update to ASC Topic 220, Comprehensive Income,  effective January
1, 2012. The update  amended  current  guidance to require  companies to present
total  comprehensive  income  either  in  a  single,   continuous  statement  of
comprehensive income or in two separate, but consecutive,  statements. Under the
single-statement approach, entities must include the components of net income, a
total for net income, the components of other comprehensive income ("OCI") and a
total for comprehensive income. Under the two-statement approach,  entities must
report an income statement and, immediately  following,  a statement of OCI. ASC
No. 2011-05 required retrospective application. The Company also adopted ASC No.
2011-12,  which defers until further notice ASC No.  2011-05's  requirement that
items that are  reclassified  from other  comprehensive  income to net income be
presented on the face of the  financial  statements.  The Company has elected to
use  the  two-statement   approach.  The  adoption  of  these  updates  affected
presentation  only,  and had no  impact  on the  Company's  financial  position,
results of operation or cash flows.

     In January 2013, the Financial  Accounting  Standards Board ("FASB") issued
ASC Update No. 2013-01 ("ASC No. 2013-01"),  The objective of ASC No. 2013-01 is
to  clarify  that  the  scope  of  Accounting   Standards  Update  No.  2011-11,
Disclosures about Offsetting  Assets and Liabilities ("ASC No. 2011-11"),  would
apply to  derivatives  including  bifurcated  embedded  derivatives,  repurchase
agreements  and reverse  repurchase  agreements,  and  securities  borrowing and
securities  lending  transactions  that are  either  offset or are  subject to a
master netting  arrangement or similar  agreement.  ASC No.  2011-11,  issued in
December 2011,  requires that entities  disclose both gross and net  information
about  instruments  and  transactions  eligible  for offset in the  statement of
financial  position  as well  as  instruments  and  transactions  subject  to an
agreement  similar to a master netting  arrangement.  In addition,  the standard
requires  disclosure of collateral received and posted in connection with master
netting  agreements or similar  arrangements.  The  amendments are effective for
annual  reporting  periods  beginning on or after  January 1, 2013,  and interim
periods within those annual periods.  The disclosures required by the amendments
are  required  to  be  applied   retrospectively  for  all  comparative  periods
presented.  The Company does not believe the adoption of this update will have a
material impact on the Company's consolidated financial statements.

     In July 2013,  FASB  issued ASU No.  2013-11,  Income  Taxes  (Topic  740):
Presentation  of  an  Unrecognized   Tax  Benefit  When  a  Net  Operating  Loss
Carryforward,  a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU
is effective for interim and annual periods  beginning  after December 15, 2013.
This update  standardizes the presentation of an unrecognized tax benefit when a
net  operating  loss  carryforward,   a  similar  tax  loss,  or  a  tax  credit
carryforward  exists.   Management  does  not  anticipate  that  the  accounting
pronouncement will have any material future effect on our consolidated financial
statements.

     There were various other updates recently issued, most of which represented
technical  corrections to the  accounting  literature or application to specific
industries,  and are not  expected  to have a material  impact on the  Company's
financial position, results of operations or cash flows.



                                      F-11

<PAGE>

2. Oil and gas properties

   Oil and gas properties consist of the following:

                                               10/31/2012    10/31/2011
                                             --------------  ------------

Proved oil and gas properties                  $ 158,781     $ 158,781

Wells in progress                                101,064             -
Proved undeveloped oil and gas leaseholds      2,389,307     2,376,189
                                           -------------  ------------
                                               2,649,152     2,534,970

Less accumulated depletion                       (41,567)      (16,412)
                                          --------------  ------------
    Net oil and gas properties                $2,607,585    $2,518,558
                                          ==============  ============

     Total  depletion of oil and gas properties  amounted to $25,155 and $16,412
for the  years  ended  October  31,  2012 and  2011.  The  Company  recorded  an
impairment charge of $120,798 and $0, respectively,  for the years ended October
31, 2012 and 2011 related to the  abandonment of certain  leaseholds  during the
year.

3.  Participation Agreement

     In connection with the convertible promissory note described in note 4, the
Company  entered into a  participation  agreement with a  nonaffiliated  company
whereby the maker of the promissory note would advance up to $350,000 to conduct
additional  development of the  underlying  leases at the Garcia Field and drill
and complete  three  additional  wells on the  acreage.  As of October 31, 2012,
$250,000 was advanced to the Company.  In consideration of making the promissory
note, the lender was assigned a 1% overriding royalty interest in the 4,600 acre
field and a 20% modified net profits  interest in the  existing  four  producing
wells in the Garcia  Field and a 20%  modified  net  profits  interest  in three
additional  wells to be  drilled on said  acreage.  The  Company  valued the net
profits  interest  and the  overriding  royalty  interest at $136,599  using 10%
present value over the estimated life of the wells. The amount was recorded as a
debt discount and is being  amortized  using the effective  interest rate method
over the life of the promissory note (2 years). Additionally, the lender has the
right,  at any point  during the period of the note,  to convert  the  remaining
principal balance on the note to a working interest (see note 5).

     The modified net profits  interest is based on the gross  proceeds from the
sale of oil, gas and other minerals in the 4 producing wells in the Garcia Field
and 3  additional  wells  to be  drilled.  The  20% is  applied  to  100% of the
Company's net revenue interest in the wells which cannot be less than 80% and is
reduced by any of the following expenditures:

o    any overriding royalties or other burden on production in excess of the 80%
     net revenue interest;

o    production,  severance and similar taxes  assessed by any taxing  authority
     based on volume or value of the production;

o    costs reasonably  incurred to process the production for market that occurs
     outside the lease;

o    costs reasonably incurred in transportation, delivery, storage or marketing
     the production occurring outside the lease.

4.  Notes Payable

     Notes Payable  Affiliates--In  December  2010,  the Company  entered into a
purchase  and sale  agreement to acquire  certain oil and gas assets  located in
Adams, County,  Broomfield,  County,  Huerfano County, Las Animas County, Morgan
County and Weld County  Colorado.  The Company  issued  2,500,000  shares of its
$0.0001  par value  Common  Stock and a  promissory  note for  $360,000  bearing
interest at 10% with an original maturity date of March 1, 2011. The shares were
valued at $1 per share based on sales of our common stock to third-parties.  The
promissory note is collateralized by the property and equipment  transferred and
was  subsequently  subrogated  to a convertible  promissory  note on January 12,
2012.  The note was in default at October  31, 2012 and the default was cured in
fiscal  2013.  On July 30, 2013,  the maturity  date of the note was extended to
December 11, 2015. The balance on the note was $139,800 at October 31, 2012 with
interest accrued in the amount of $8,233.

                                      F-12

<PAGE>

5.  Long-term Debt

     Convertible Promissory Note--On January 12, 2012 the Company entered into a
convertible promissory note bearing interest at 10%, due January 11, 2014 and is
collateralized by a first priority deed of trust in approximately 4,600 acres of
oil and gas leasehold  interests in the Garcia Field  together with the existing
wells and  equipment  in the field.  The terms  provide  for an initial  draw of
$150,000 with the  potential  for two  subsequent  draws of $100,000  each.  The
Company has drawn  $250,000 on the  facility and the balance at October 31, 2012
is $248,895.  The lender has the right to convert the principal to a 10% working
interest in the collateral as well as a 10% working  interest in all wells owned
by the  Company  in the  Garcia  Field in which the  lender  does not have a 20%
modified net profits  interest  described in note 3. In the event the  principal
amount  owed at the  time of  conversion  is less  than  $350,000,  the  working
interest received upon conversion will be reduced  proportionately.  The Company
has the right to prepay the note  without  penalties  or fees  after  giving the
lender  ten days'  notice of its  intent.  If lender  does not elect to  convert
within 10 days after receiving the notice, the conversion rights terminate.  The
Company recorded a discount to the debt of $136,599 and recognized  accretion of
the  discount in the amount of $41,090  during the year ended  October 31, 2012.
The ending  balance of the debt  discount at October 31, 2012 was  $95,509.  The
Company reviewed the conversion feature for beneficial  conversion  features and
embedded derivatives, and determined that neither applied.

     Convertible  Promissory  Note--On  May 18, 2012 the Company  entered into a
$70,000  convertible  promissory note bearing interest at 10%, due May 31, 2014.
The note is  collateralized by a second priority deed of trust on all the wells,
equipment and  approximately  4,600 acres of oil and gas leasehold  interests in
the Garcia Field. The lender has the right to convert the principal balance to a
2% working interest in the collateral or 70,000 shares of the Company's  $0.0001
par value common stock.  In the event the  principal is less than  $70,000,  the
conversion shall be reduced proportionately. The Company has the right to prepay
the note  without  penalties or fees after giving the lender ten days' notice of
its intent.  If lender does not elect to convert within 10 days after  receiving
the notice, the conversion rights terminate. The Company reviewed the conversion
feature  for  beneficial  conversion  features  and  embedded  derivatives,  and
determined that neither applied.

6.  Asset Retirement Obligation

The following table reflects a reconciliation of the Company's asset retirement
obligation liability:

                                                     2012            2011
                                                     ----            ----

    Beginning asset retirement obligation         $184,644         $      -
       Liabilities incurred                              -          170,147
       Liabilities settled                               -                -
       Accretion expense                            19,245           14,497
       Revision to estimated cash flows                  -                -
                                                  --------         --------
       Ending asset retirementobligation          $203,889         $184,644
                                                  ========         ========

7.  Income Taxes

     ASC 740  guidance  requires  that the Company  evaluate  all  monetary  tax
positions  taken, and recognize a liability for any uncertain tax positions that
are not more likely than not to be sustained by the tax authorities. The Company
has not recorded any liabilities,  or interest and penalties,  as of October 31,
2012 related to uncertain tax positions. Deferred tax assets and liabilities are
recorded  based  on  the  differences  between  the  tax  bases  of  assets  and
liabilities  and  their  carrying  amounts  for  financial  reporting  purposes,
referred to as temporary differences. Deferred tax assets and liabilities at the
end of each period are determined using the  currently-enacted tax rates applied
to  taxable  income  in the  periods  in  which  the  deferred  tax  assets  and
liabilities  are expected to be settled or realized.  The  provision  for income
taxes differs from the amount computed by applying the statutory  federal income
tax rate to income before  provision for income taxes.  The Company's  estimated
effective  tax rate of 38.95% is  offset  by a  reserve  due to the  uncertainty
regarding the realization of the deferred tax asset.


                                      F-13

<PAGE>


The provision for income taxes consists of:

                                    October 31,       October 31,
                                       2012              2011
                                  ---------------   ---------------
                   Current            $ 328,500         $364,400
                   Deferred              21,100              750
                                  -------------        ---------
                                      $ 349,600        $ 365,150
                                  =============        ==========

The tax effects of  temporary  differences  that gave rise to the  deferred  tax
liabilities and deferred tax assets as of October 31, 2012 and 2011 were:

                                          October 31,        October
                                              2012           31, 2011
                                         -------------      ----------
  Deferred tax assets:
    Net operating loss carry forwards    $  716,600         $ 388,200
  Deferred tax liability:
    Property and equipment                  (56,200)             (500)
                                      -------------         ---------
                                            660,400           387,700
      Less valuation allowance             (660,400)         (387,700)
                                      -------------         ---------
                                         $        -         $       -
                                      =============         =========

In assessing the realizability of the deferred tax assets,  management considers
whether it is more likely than not that some or all of the  deferred  tax assets
will not be  realized.  The ultimate  realization  of the deferred tax assets is
dependent  upon the  generation of future  taxable  income during the periods in
which the use of such net  operating  losses are  allowed.  Among  other  items,
management  considers the scheduled  reversal of deferred tax  liabilities,  tax
planning  strategies and projected  future taxable income.  At October 31, 2012,
the  Company had a net  operating  loss carry  forward  for  regular  income tax
reporting  purposes of  approximately  $1,838,050,  which will begin expiring in
2030. The following table shows the  reconciliation  of the Company's  effective
tax rate to the expected  federal tax rate for the years ended  October 31, 2012
and 2011:

                 Statutory U.S. federal rate           34%
                 State income taxes                     5%
                                                  --------
                                                       39%
                 Net operating loss                   -39%
                                                  --------
                                                        0%
                                                  ========

The Company  files income tax returns in the U.S.  and  Colorado  jurisdictions.
There are  currently  no federal or state income tax  examinations  underway for
these jurisdictions.

8.  Stockholder's Equity

     Series A  Convertible  Preferred  Stock--On  October 1, 2010 we  designated
1,044,101  shares of the 20,000,000  $0.2394  preferred stock and issued 208,820
shares on October 18, 2010 in exchange for $50,000.  The shares are  convertible
to our $0.0001 par value common stock on a one to one basis. If, 36 months after
the October 1, 2010,  the Series A Preferred  Shares have not been  converted to
Common Shares,  each share of the Series A Preferred Stock will automatically be
converted to Common Stock.  The Series A Preferred has preference to the holders
of shares of any class or series of stock of the Company  ranking  junior to the
Series A  Preferred  Stock and shall be entitled  to  receive,  when,  as and if

                                      F-14

<PAGE>

declared  by the  Board of  Directors  out of funds  legally  available  for the
purpose,  in amount per share to be  determined  by the Board of  Directors.  No
dividends of any kind shall be mandatory.  The holders of the Series A Preferred
Stock shall be entitled to one vote per share on all matters submitted to a vote
of the stockholders of the Company.  The Series A Preferred Stock is entitled to
one vote per share at all elections of directors. Voting shall not be cumulative
and the holder may not cast all of such  votes for a single  director,  but must
distribute them among the number to voted for.

     Common Stock--The Company has 80,000,000 shares of $0.0001 par value common
stock authorized.

     The Company issued  9,583,704 shares of Common Stock to its founders on May
1, 2010 in consideration of $1,064.

     The  Company  issued  2,500,000  shares  of  Common  Stock to an  unrelated
corporation  in exchange for certain oil and gas assets  valued at $2,500,000 on
December 22, 2010.

     The Company  issued  660,000  shares at various times between  February 27,
2011 to September 6, 2011 in exchange for cash in the amount of $660,000.

     The Company  issued  350,000  shares of Common  Stock during the year ended
October 31, 2012 in exchange for cash in the amount of $350,000.

9.  Commitments and Contingent Liabilities Legal

     We are subject to legal proceedings,  claims and liabilities which arise in
the ordinary  course of  business.  We accrue for losses  associated  with legal
claims when such losses are probable and can be reasonably estimated.

These  accruals  are adjusted as  additional  information  becomes  available or
circumstances change. Legal fees are charged to expense as they are incurred.

     The  Company is a  defendant  in a cause of action  against it for  amounts
owing a supplier. Said case was settled in June 2013 (see subsequent events note
12).

   Environmental

     We accrue for losses associated with environmental  remediation obligations
when such losses are probable and can be reasonably  estimated.  These  accruals
are  adjusted as  additional  information  becomes  available  or  circumstances
change. Costs of future expenditures for environmental  remediation  obligations
are  not  discounted  to  their  present  value.   Recoveries  of  environmental
remediation costs from other parties are recorded at their undiscounted value as
assets when their receipt is deemed probable.

   Employment Agreements

     The  Company has  written  employment  agreements  with its  President  and
General Counsel.  Pursuant to their employment agreements,  said officers devote
such time as each deems necessary to perform their duties to the Company and are
subject to  conflicts  of  interest.  The  employment  agreement  is an "at will
agreement;"  however, in the event of termination by the Company,  the agreement
provides for  severance pay equal to four months of base salary in effect at the
time of  termination.  There is also a provision  providing for twelve months of
base pay in the event of a change  in  control  of the  Company.  The  agreement
provides for a two year non-compete in the event of termination. Pursuant to the
employment agreements,  the President will receive a base salary compensation in
the aggregate amount of $150,000 per annum, and the General Counsel will receive
$84,000 per annum.  Both the President  and the General  Counsel will be granted
royalties  pursuant  to the  royalty  program,  and was  assigned a 1% of 8/8ths
overriding  royalty interest in the Company's  existing Garcia Field assets. The
value of the overriding royalty interest was estimated at $377,887 as of October
31,  2011 and has been  recorded  in general and  administrative  expenses.  The
agreement  specifies that at each time one of the following  events occurs,  the
President is to receive an incentive bonus, which will be paid in cash:

o    When the Company  receives an outside  investment  equal to or greater than
     $100,000, the Company will tender 2% of the investment value.

                                      F-15

<PAGE>


o    In the  event  of a sale  of  some  or all  of the  Company's  assets,  the
     President will receive  compensation  in the amount of 1.5% of the proceeds
     from the sale.

o    In the event the Company  acquires  producing  assets,  the President is to
     receive a cash payment of 1% of the value of the acquisition.


     The General  Counsel's  agreement  provides that when the Company  achieves
three  consecutive  months of positive cash to the extent that the Company would
still have  positive  cash flow in the event the  compensation  was increased by
50%,  then there  will be a  permanent  increase  in  compensation  equal to the
current compensation multiplied by 150%; however, in the event of termination by
the Company,  the  agreement  provides for severance pay equal to four months of
base  salary  in effect at the time of  termination.  There is also a  provision
providing  for twelve  months of base pay in the event of a change in control of
the Company.  The agreement  provides for a two year non-compete in the event of
termination.  The  agreement  specifies  that at each time one of the  following
events occurs, the General Counsel is to receive an incentive bonus:

o    When the Company  receives an outside  investment  equal to or greater than
     $100,000, the Company will tender 1.5% of the investment value.

o    In the event of a sale of some or all of the Company's assets,  the General
     Counsel  will  receive  compensation  in the amount of 1.5% of the proceeds
     from the sale.

o    In the event the Company acquires  producing assets, the General Counsel is
     to receive a cash payment of 1% of the value of the acquisition.

     The  Company  has  a  written  "at  will"  employment  agreement  with  its
Operations  Manager  (also a principal  shareholder)  which  provides for annual
compensation  of $66,000  and  provides  that when the  Company  achieves  three
consecutive  months of positive  cash to the extent that the Company would still
have positive cash flow in the event the compensation was increased by 50%, then
there  will  be a  permanent  increase  in  compensation  equal  to the  current
compensation  multiplied by 150%;  however,  in the event of  termination by the
Company,  the agreement  provides for severance pay equal to four months of base
salary in effect at the time of termination. There is also a provision providing
for  twelve  months  of base  pay in the  event of a change  in  control  of the
Company.  The  agreement  provides  for a two year  non-compete  in the event of
termination.  The Operations  Manager will be granted royalties  pursuant to the
royalty program,  and was assigned a 1% of 8/8ths overriding royalty interest in
the Company's existing Garcia Field assets.

The Company has no long term lease obligations.

10.  Related Parties

     The  Company  executed  an office  lease  for  office  space in  Littleton,
Colorado,  with Spotswood Properties,  LLC, a Colorado limited liability company
("Spotswood"), and an affiliate of the president, effective January 1, 2009, for
a three-year term.  Commencing July 1, 2010 the Company entered into a new lease
the office space for a 3 year period ending July 1, 2013. The lease provides for
the  payment of $2,667  per month  plus  utilities  and other  incidentals.  The
president  of the Company owns 50% of  Spotswood.  The Company is of the opinion
that the terms of the lease are no less favorable than could be obtained from an
unaffiliated party.  Spotswood was paid $32,000 and $32,000 in fiscal years 2012
and 2011, respectively.

     In fiscal  2011 the Board of  Directors  granted  a 1%  overriding  royalty
interest to certain officers and directors in all of the oil and gas assets held
at that time. The overriding royalty interest was valued at $377,887 and charged
to  operations.  The valuation  represents  the  estimated  present value of the
future revenues of the producing wells discounted at 10%.

     The Company paid $43,116,  $63,074,  and $0 in fiscal years 2012,  2011 and
2010  respectively,  to the  President's  brother for land-man  fees and expense
reimbursements  in  connection  with  performing  contract land services for the
Company.

                                      F-16
<PAGE>


11.  Acquisition of Proved Oil and Gas Properties

     In  December  2011,  the Company  acquired 4  producing  oil and gas wells,
compression and separating equipment and approximately 4,600 acres in the Garcia
field  located in south eastern  Colorado  together with 4 producing oil and gas
wells  in  Adams  County  Colorado  and 2  producing  oil and gas  wells  in the
Wattenburg Field and 1 shut-in oil and gas well in Morgan County, Colorado.

The acquisition of working  interest was accounted for under the purchase method
of accounting.  Under the purchase  method of accounting,  the purchase price is
allocated  to the  assets  acquired  and  liabilities  assumed  based  on  their
estimated  fair values.  Of the  $2,860,000 of purchase  price,  $2,740,000  was
allocated to proved properties and $120,000 was allocated to unproved  leasehold
costs. The leasehold costs were abandoned and impaired in 2012.

12.  Subsequent Events

     The Company settled the litigation on amounts due to a supplier,  described
in note 9, in June, 2013 paying $12,500.

     The Company  issued 785,000 shares of its $0.0001 par value Common Stock in
consideration  of $785,000  during the period from  November 1, 2012 to July 22,
2013.

     In May and June 2013, the Company issued  395,877shares  of its $0.0001 par
value  Common  Stock in  consideration  of  cancellation  of $65,240 of accounts
payable.

     In May 2013,  the $0.2394 par value Class A Preferred  Stock was  converted
from 208,820  shares of preferred to 208,820  shares of $0.0001 par value Common
Stock.

     In October  2013,  the Company  sold 74,750  shares of its common stock for
cash of $74,750.

     Installment  Loan--the  Company entered into an installment loan on July 4,
2013 bearing interest of 5.39%.  The loan is payable in monthly  installments of
$464 over 48 months  commencing  August 4, 2013. The loan is collateralized by a
vehicle.

In November 2013, the Company  entered into an agreement to exchange  securities
with  Diversified  Resources,  Inc.  whereby  the  shareholders  of the  Company
received  14,558,158  shares of Diversified  Resources,  Inc.'s $0.001 par value
common shares. The exchange was consummated in November 2013.

13.  Disclosures about Oil and Gas Producing Activities (Unaudited)

Capitalized costs relating to oil and gas producing activities:

                                          10/31/2012     10/31/2011
                                       -------------     -----------
Property acquisition costs:
  Proved developed properties             $  158,781    $   158,781
  Proved undeveloped properties            2,389,307      2,376,189
  Undeveloped oil and gas leaseholds               -        120,000

Development costs                            101,064              -
                                       -------------    -----------
                                           2,649,152      2,654,970
                                       -------------    -----------
Less accumulated depletion                   (41,567)       (16,412)
                                       -------------    -----------
Total                                    $ 2,607,585    $ 2,638,558
                                       =============    ===========

                                      F-17

<PAGE>


Costs  incurred  in  connection  with  crude oil and  natural  gas  acquisition,
exploration and development are as follows:

                                           10/31/2012    10/31/2011
                                       --------------    -----------
Acquisition of properties:
                                                                  $
     Proved                                  $      -     2,740,000
     Unproved                                       -       120,000

Development costs                             250,991             -
Exploration costs                              69,718        57,600
                                             --------     ---------
Total                                       $ 320,709    $2,917,600
                                            =========    ==========

     Results of Operations for Oil and Gas Producing Activities

     The results of operations for oil and gas producing  activities,  excluding
capital  expenditures and corporate  overhead and interest costs, are as follows
(all in the United States):

                                            10/31/2012      10/31/2011
                                           ----------       ----------
 Operating Revenues                          $79,104          $75,520
                                           ---------          -------
 Costs & expenses:
   Exploration                                69,718           57,600
   Lease operating expenses                  117,357          105,600
   Depletion                                  25,155           16,412
                                           ---------          -------
 Total costs & expenses                      212,230          179,612
                                           ---------          -------

 Income (loss) before income taxes          (133,126)        (104,092)
                                           ---------          -------
 Income tax (expense) benefit                 51,919           40,596
                                           ---------          -------
 Results of operations                     $ (81,207)        $(63,496)
                                           =========         ========

14. Supplementary Oil and Gas Information (Unaudited)

The following  supplemental  information regarding the oil and gas activities of
the Company is presented pursuant to the disclosure requirements  promulgated by
the Securities  and Exchange  Commission  ("SEC") and FASB ASC 932,  Disclosures
About Oil and Gas Producing Activities.

Estimated net quantities of reserves of oil and gas for the years ended October
31, 2012 and 2011:

                                                                   Gallons
                                         Oil (Bbl)   Gas (Mcf)     NG Liquid
                                       -----------  ----------    ----------
  Balance, October 31, 2010                    -            -             -
     Revision of previous estimates            -            -             -
     Purchase of reserves in place         6,532      701,496     5,522,505
     Extensions, discoveries, and
       other additions                         -            -             -
     Sale of reserves in place                 -            -             -
     Production                             (206)      (4,571)      (28,359)
                                        --------     --------     ---------
  Balance, October 31, 2011                6,326      696,925     5,494,146
     Revision of previous estimates         (575)    (102,871)      250,647
     Purchase of reserves in place             -            -             -
     Extensions, discoveries, and
        other additions                        -            -             -
     Sale of reserves in place                 -            -             -
     Production                             (417)      (5,015)      (20,375)
                                        --------     --------     ---------
  Balance, October 31, 2012                5,334      589,039     5,724,418
                                        ========     ========     =========

                                      F-18
<PAGE>


   Developed at October 31, 2011           6,326       59,676              -
   Proved undeveloped at October
     31, 2011                                  -      637,249      5,494,146
                                       ---------    ---------     ----------
        Balance, October 31, 2011          6,326      696,925      5,494,146
                                       =========    =========     ==========

   Developed at October 31, 2012           5,334       28,667              -
   Undeveloped at October 31, 2012             -      560,372      5,724,418
                                       ---------    ---------     ----------
        Balance, October 31, 2012          5,334      589,039      5,724,418
                                       =========    =========     ==========


Standardized  Measure of Discounted Future Net Cash Flows Relating to Proved Oil
and Gas Reserves (Unaudited)

     The  following  is based on natural  gas and oil  reserves  and  production
volumes  estimated  by the  Company.  It may be useful  for  certain  comparison
purposes,  but should not be solely relied upon in evaluating the Company or its
performance. Further, information contained in the following table should not be
considered as representative or realistic  assessments of future cash flows, nor
should the Standardized Measure of Discounted Future Net Cash Flows be viewed as
representative of the current value of the Company.

     The  Company  believes  that the  following  factors  should be taken  into
account in reviewing  the  following  information:  (1) future costs and selling
prices will likely differ from those required to be used in these  calculations;
(2) due to future market conditions and governmental  regulations,  actual rates
of production  achieved in future years may vary  significantly from the rate of
production assumed in these calculations;  (3) selection of a 10% discount rate,
as required  under the  accounting  codification,  is  arbitrary  and may not be
reasonable as a measure of the relative  risk  inherent in realizing  future net
oil and gas  revenues;  and (4) future net  revenues may be subject to different
rates of income taxation.

     Under the  Standardized  Measure,  future cash  inflows  were  estimated by
applying the 12-month  average  pricing of oil and gas relating to the Company's
proved  reserves  to the  year-end  quantities  of those  reserves.  Future cash
inflows were reduced by estimated future  development and production costs based
upon  year-end  costs in order to  arrive at net cash flow  before  tax.  Future
income tax expense has been  computed by applying  year-end  statutory  rates to
future  pretax  net  cash  flows  and  the  utilization  of net  operating  loss
carry-forwards.

     Management  does not rely solely  upon the  following  information  to make
investment and operating  decisions.  Such decisions are based upon a wide range
of factors,  including  estimates of probable,  as well as proved reserves,  and
varying price and cost assumptions  considered more representative of a range of
possible economic conditions that may be anticipated.

     Information  with  respect  to the  Company's  Standardized  Measure  is as
follows:

                                              10/31/2012       10/31/2011
                                            -------------     -----------

Future cash inflows                        $  6,703,766       $11,348,741
Future production costs                      (1,674,164)       (1,521,494)
Future development costs                     (3,478,125)       (3,443,000)
Future income tax expense                      (605,076)       (2,489,857)
                                           ------------       -----------
Future net cash flows                           946,401         3,894,390
10% annual discount for estimated timing
   of cash flows                               (866,004)       (1,314,983)
                                           ------------       -----------
Standardized measure of discounted
   future net cash flows                   $     80,397       $ 2,579,407
                                           ============       ===========

                                      F-19

<PAGE>


     There have been  significant  fluctuations  in the posted prices of oil and
natural  gas  during  the  last  three  years.  Prices  actually  received  from
purchasers  of the  Company's  oil and gas are adjusted  from posted  prices for
location differentials, quality differentials, and BTU content. Estimates of the
Company's reserves are based on realized prices.

     The  following  table  presents  the  prices  used to prepare  the  reserve
estimates,  based upon the unweighted arithmetic average of the first day of the
month price for each month  within the 12 month  period  prior to the end of the
respective reporting period presented:

                                    Oil (Bbl)    Gas (Mcf)      NG Liquid

October 31, 2011 (Average)          $ 91.57       $ 4.76          $ 1.36
October 31, 2012 (Average)          $ 92.94       $ 3.04          $ 0.77


Principal  changes in the  Standardized  Measure for the years ended October 31,
2012 and 2011 were as follows:

                                                   10/31/2012     10/31/2011
                                                  -----------     ----------

Standardized measure, beginning of year           $ 2,579,407     $        -
Purchase of reserves in place                               -      4,198,457
Sale and transfers, net of production costs            38,253         30,080
Net changes in prices and production costs         (2,990,267)             -
Extensions, discoveries, and improved recovery              -              -
Changes in estimated future development costs        (192,936)             -
Development costs incurred during the period          250,991              -
Revision of quantity estimates                       (163,262)             -
Accretion of discount                                 422,854              -
Net change in income taxes                          1,597,729     (1,649,130)
Changes in timing and other                        (1,462,372)             -
                                                -------------    -----------
Standardized measure, end of year                 $    80,397    $ 2,579,407
                                                =============    ===========







                                      F-20


<PAGE>





                          NATURAL RESOURCE GROUP, INC.

                              FINANCIAL STATEMENTS

                      FOR THE NINE MONTHS ENDED JULY 31, 2013 AND 2012




                                      F-21
<PAGE>


                          Natural Resource Group, Inc.
                          Notes to Financial Statements
                             July 31, 2013 and 2012


Balance Sheet as of July 31, 2013 (unaudited) F-1 Statements  Operations for the
Nine Months  Ended July 31, 2013 and 2012  (unaudited)  F-2  Statements  of Cash
Flows for the Nine Months Ended July 31, 2013 and 2012  (unaudited) F-3 Notes to
Unaudited Financial Statements F-4



                                      F-22

<PAGE>

                          Natural Resource Group, Inc.
                                 BALANCE SHEETS
                                   (Unaudited)

                                                July 31, 2013   October 31, 2012
                                                -------------   ----------------
                       ASSETS
CURRENT ASSETS
   Cash                                          $  190,973       $    1,051
   Accounts receivable, trade                        17,813           14,281
   Prepaid expenses                                   4,770            5,703
                                                 ----------       ----------
       Total current assets                         213,556           21,035
                                                 ----------       ----------

   Property and Equipment, net of accumulated
     depreciation of $3,723 and $1,494                2,542            2,632
   Oil and gas properties - proved (successful
     efforts method) net of accumulated depletion
     of $70,867 and $47,567                       2,623,522        2,607,585

       Total assets                             $ 2,839,620      $ 2,631,252
                                                ===========      ===========

        LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                             $    86,212      $    89,017
   Accounts payable, related party                  145,937           92,295
   Accrued interest                                   2,367            4,605
   Accrued interest, related party                   12,813            8,233
   Notes payable                                    281,932                -
   Accrued expenses                                 186,863          172,013
                                                 ----------       ----------

       Total current liabilities                    716,124          366,163
                                                 ----------       ----------

LONG TERM LIABILITIES

   Notes payable, related party                      78,000          139,800
   Long term debt                                    21,700          223,386
   Asset retirement obligation                      221,289          203,889


COMMITMENTS AND CONTINGENT LIABILITIES                    -                -

STOCKHOLDERS' EQUITY
 Preferred stock, $0.2394 par value 20,000,000
  shares authorized:
    Series A Convertible, 1,044,101 shares
     authorized 0 and 208,820 shares issued and
       outstanding                                        -           49,992
   Common stock, $0.0001 par value, 80,000,000
     shares authorized, 14,483,401 and 13,093,704
     shares issued and outstanding                    1,448            1,309
   Additional paid in capital                     4,672,502        3,484,763
   Accumulated deficit                           (2,871,443)      (1,838,050)
                                                 ----------       ----------
       Total stockholders' equity                 1,802,507        1,698,014
                                                 ----------       ----------

       Total liabilities and stockholders'
         equity                                 $ 2,839,620      $ 2,631,252
                                                ===========      ===========

          See accompanying notes to the unaudited financial statements.

                                      F-23
<PAGE>


                       Natural Resource Group, Inc.
                         STATEMENTS OF OPERATIONS
                                (Unaudited)
                                                   Nine Months Ended
                                               July 31,           July 31,
                                                 2013               2012
                                             ------------        ---------
Operating revenues
   Oil and gas sales                        $    44,573       $     77,403

Operating expenses
   Exploration costs, including dry holes        49,520             26,846
   Lease operating expenses                     155,542             73,890
   General and administrative                   372,460            398,377
   Depreciation expense                           2,229                333
   Depletion expense                             23,300             24,614
   Accretion expense                             17,400             17,400
                                        ----------------  -----------------
     Total operating expenses                   620,451            541,460
                                        ----------------  -----------------
(Loss) from operations                        (575,878)          (464,057)
                                        ----------------  -----------------

Other income (expense)
   Loss on debt extinguishment                (330,638)                  -
   Loss on disposition of assets               (34,480)                  -
   Interest expense                            (92,397)           (44,937)
                                        ----------------  -----------------
     Other income (expense), net              (457,515)           (44,937)
                                        ----------------  -----------------
Net (loss)                                $ (1,033,393)      $   (508,994)
                                        ================  =================
Net (loss) per common share
   Basic and diluted                       $     (0.08)      $      (0.04)
                                        ================  =================

Weighted average shares outstanding
   Basic and diluted                         13,412,898         12,923,129
                                        ================  =================





      See accompanying notes to the unaudited financial statements.


                                      F-24

<PAGE>

                           Natural Resource Group, Inc.
                              STATEMENTS OF CASH FLOWS
                                    (Unaudited)

                                                         Nine Months Ended
                                                  July 31, 2013    July 31, 2012
                                                  --------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net (loss)                                   $ (1,033,393)     $  (508,994)
    Adjustments to reconcile net (loss)
    to net cash (used in) operating activities:
        Depreciation expense                            2,229              333
        Depletion expense                              23,300           24,614
        Accretion expense                              17,400           17,400
        Loss on debt extinguishment                   330,638                -
        Loss on sale of assets                         34,480                -
        Amortization of discount on notes payable      59,925           26,752
        (Increase) decrease in assets:
           Accounts receivable, trade                  (3,533)            1,501
           Prepaid expense                                933          (8,801)
        Increase (decrease) in liabilities:
           Accounts payable                             2,431           40,848
           Accounts payable - related parties         139,850           68,771
           Accrued expenses                           (69,016)         (23,809)
                                                 ------------       ----------
      Net cash (used in) operating activities        (494,756)        (361,385)
                                                 ------------       ----------

CASH FLOWS FROM INVESTING ACTIVITIES:

     Cash paid for properties                         (39,237)        (241,629)
     Cash paid for purchase of fixed assets           (61,319)               -
     Proceeds from sale of fixed assets                24,700                -
                                                 ------------       ----------
       Net cash (used in) investing activities        (75,856)        (241,629)
                                                 ------------       ----------

CASH FLOWS FROM FINANCING ACTIVITIES:

     Proceeds from sale of common stock,
       net of issuance costs                          742,013          350,000
     Proceeds from notes payable                       81,700          320,000
     Payments on notes payable                        (61,800)          (1,105)
     Payments on notes payable, related party          (1,379)         (28,957)
                                                 ------------       ----------
       Net cash provided by financing activities      760,534          639,938
                                                 ------------       ----------

INCREASE (DECREASE) IN CASH                           189,922           36,924

BEGINNING BALANCE                                       1,051           66,984
                                                 ------------       ----------
ENDING BALANCE                                    $   190,973       $  103,908
                                                 ============       ==========
Cash paid for income taxes                                  -                -
                                                 ============       ==========
Cash paid for interest                              $  16,232       $   14,951
                                                 ============       ==========

                                      F-25

<PAGE>

Supplemental schedule of non-cash investing and
  financing activities:
    Issuance of common stock in exchange for
    cancellation of payables                       $   65,240       $        -
    Conversion of preferred stock to common stock  $   49,992       $        -
      Assignment of Net Profits Interest           $        -       $  136,599






               See accompanying notes to the financial statements.


                                      F-26

<PAGE>

                          Natural Resource Group, Inc.
                          Notes to Financial Statements
                             July 31, 2013 and 2012

The accompanying  unaudited consolidated financial statements have been prepared
in accordance with accounting  principles generally accepted in the US (US GAAP)
for interim  financial  information  and with the  instructions to Form 10-Q and
Article  10 of  Regulation  S-X.  Accordingly,  they do not  include  all of the
information and notes required by US GAAP for complete financial statements. The
accompanying  consolidated financial statements at July 31, 2013 and October 31,
2012 and for the three and nine months  ended July 31, 2013 and 2012 contain all
normally recurring  adjustments  considered necessary for a fair presentation of
our financial  position,  results of  operations,  cash flows and  stockholders'
equity for such  periods.  Operating  results for the nine months ended July 31,
2013 are not necessarily  indicative of the results that may be expected for the
year ending October 31, 2013.

1.  Business Description and Summary of Significant Accounting Policies

Organization

Natural Resource Group, Inc., (or the "Company") was incorporated under the laws
of Colorado on October 17, 2000. The Company was inactive until May 2010 when it
commenced  operations as an oil and gas exploration  company operating primarily
in Colorado.  The Company was considered in the development stage until December
2011  when  it  acquired  8  producing  oil and gas  wells  and 1 shut in  well,
compression and separating  equipment,  approximately  6,800 acres in the Garcia
Field located in South Eastern Colorado and 640 acres of undeveloped oil and gas
leases in  Huerfano  County  Colorado.  Of the  producing  wells  acquired 4 are
located in the Wattenburg  Field in North East Colorado,  2 wells and the 1 shut
in well are  located in Morgan  County  Colorado  and 4 wells are located in the
Garcia Field.

The Company does not have an interest in any unconsolidated entities nor does it
have any unconsolidated special purpose entities.

Going Concern

As shown in the accompanying financial statements,  we have incurred significant
operating  losses  since  inception  aggregating  $2,871,443  and have  negative
working  capital in the amount of $502,568  at July 31,  2013.  We have  limited
financial  resources  until such time as we are able to generate  positive  cash
flow from operations. These factors raise substantial doubt about our ability to
continue as a going concern.  Our ability to achieve and maintain  profitability
and positive cash flow is dependent  upon our ability to locate  profitable  oil
and gas properties,  generate revenue from our planned business operations,  and
control exploration cost. Management plans to fund its future operation by joint
venturing,  obtaining additional financing,  and attaining additional commercial
production.  However,  there  is no  assurance  that we  will be able to  obtain
additional  financing  from  investors or private  lenders,  or that  additional
commercial production can be attained.

The financial  statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern

2.  Notes Payable Affiliates

In December  2010,  the Company  entered into a purchase  and sale  agreement to
acquire certain oil and gas assets located in Adams, County, Broomfield, County,
Huerfano County, Las Animas County, Morgan County and Weld County Colorado.  The
Company  issued  2,500,000  shares of its $0.0001 par value  Common  Stock and a
promissory  note for $360,000  bearing  interest at 10% with a maturity  date of
March 1,  2011.  The  promissory  note is  collateralized  by the  property  and
equipment   transferred  and  was  subsequently   subrogated  to  a  convertible
promissory  note on January 12, 2012.  The balance due on the note is $78,000 at
July 31, 2013 with interest  accrued in the amount of $12,813.  The loan matures
on December 11, 2015.

3.  Notes Payable

Convertible  Promissory  Note--On  January 12, 2012 the Company  entered  into a
convertible promissory note bearing interest at 10%, due January 11, 2014 and is
collateralized by a first priority deed of trust in approximately 4,600 acres of
oil and gas leasehold interests in the Garcia Field together with the existing

                                      F-27
<PAGE>


wells and  equipment  in the field.  The terms  provide  for an initial  draw of
$150,000 with the  potential  for two  subsequent  draws of $100,000  each.  The
Company has drawn  $250,000 on the  facility and the balance at July 31, 2013 is
$247,516.  The lender has the right to convert  the  principal  to a 10% working
interest in the collateral as well as a 10% working  interest in all wells owned
by the  Company  in the  Garcia  Field in which the  lender  does not have a 20%
modified net profits  interest.  In the event the  principal  amount owed at the
time of conversion is less than  $350,000,  the working  interest  received upon
conversion will be reduced proportionately.  The Company has the right to prepay
the note  without  penalties or fees after giving the lender ten days' notice of
its intent.  If lender does not elect to convert within 10 days after  receiving
the  notice,  the  conversion  rights  terminate.  The Company  recognized  debt
discount  amortization  of $59,925 and $26,752 during the nine months ended July
31, 2013 and 2012,  respectively.  The note has unamortized debt discount in the
amount of $35,584 as of July 31, 2013.

Convertible  Promissory Note--On May 18, 2012 the Company entered into a $70,000
convertible  promissory note bearing interest at 10%, due May 31, 2014. The note
is collateralized by a second priority deed of trust on all the wells, equipment
and approximately  4,600 acres of oil and gas leasehold  interests in the Garcia
Field. The lender has the right to convert the principal balance to a 2% working
interest in the  collateral or 70,000  shares of the Company's  $0.001 par value
common stock.  In the event the principal is less than $70,000,  the  conversion
shall be reduced  proportionately.  The Company has the right to prepay the note
without  penalties  or fees after  giving  the  lender  ten days'  notice of its
intent.  If lender does not elect to convert within 10 days after  receiving the
notice, the conversion rights terminate.

Installment  Loan--the  Company entered into an installment loan on July 4, 2013
bearing interest of 5.39%.  The loan is payable in monthly  installments of $464
over 48  months  commencing  August 4,  2013.  The loan is  collateralized  by a
vehicle.

The following summarizes the notes payable as of July 31, 2013:

      Convertible promissory note               $   247,516
      Debt discount, net of amortization            (35,584)
      Note payable, affiliate                        78,000
      Convertible promissory note                    70,000
      Installment loan                               21,700
                                                ------------
                                                    381,632
      Current portion                              (281,932)
                                                ------------
      Long-term debt                            $    99,700
                                                ============

4.  Asset Retirement Obligation

The following table reflects a reconciliation  of the Company's asset retirement
obligation liability for the period from October 31, 2012 through July 31, 2013:

      Beginning asset retirement obligation     $   203,889
           Liabilities incurred                           -
           Liabilities settled                            -
           Accretion expense                         17,400
           Revision to estimated cash flows               -
                                                -----------
      Ending asset retirement obligation        $   221,289
                                                ===========

5.  Stockholder's Equity

The Company issued 785,000 shares of Common Stock during the nine months ended
July 31, 2013 in exchange for cash in the amount of $785,000.


                                      F-28
<PAGE>


In May and June 2013,  the  Company  issued  395,877  shares of Common  Stock in
consideration  of the cancellation of $65,240 of accounts  payable.  The Company
recorded a loss on extinguishment of debt on these transactions in the amount of
$330,638 for the nine months ended July 31, 2013.

In May 2013,  the $0.2394 par value Class A Preferred  stock was converted  from
208,820 shares of preferred stock to 208,820 shares of Common Stock.

In October 2013,  the Company sold 74,750 shares of its Common Stock for cash of
$74,750.

6.  Commitments and Contingent Liabilities

   Legal

     We are subject to legal proceedings,  claims and liabilities which arise in
the ordinary  course of  business.  We accrue for losses  associated  with legal
claims when such losses are  probable  and can be  reasonably  estimated.  These
accruals  are  adjusted  as   additional   information   becomes   available  or
circumstances change. Legal fees are charged to expense as they are incurred.

   Environmental

     We accrue for losses associated with environmental  remediation obligations
when such losses are probable and can be reasonably  estimated.  These  accruals
are  adjusted as  additional  information  becomes  available  or  circumstances
change. Costs of future expenditures for environmental  remediation  obligations
are  not  discounted  to  their  present  value.   Recoveries  of  environmental
remediation costs from other parties are recorded at their undiscounted value as
assets when their receipt is deemed probable.

7.  Subsequent Events

     In  November  2013,  the  Company  entered  into an  agreement  to exchange
securities with  Diversified  Resources,  Inc.  whereby the  shareholders of the
Company received 14,558,158 shares of Diversified  Resources,  Inc.'s $0.001 par
value common shares. The exchange was consummated in November 2013.


                                      F-29


<PAGE>








                          NATURAL RESOURCE GROUP, INC.

                         PRO FORMA FINANCIAL STATEMENTS




                                      F-30


<PAGE>


                                       Diversified Resources, Inc.
                                    UNAUDITED PRO FORMA BALANCE SHEET
                                              July 31, 2013

<TABLE>
<S>                                                 <C>             <C>         <C>        <C>           <C>
                                                                  Natural                             Adjusted
                                                Diversified      Resource               Pro Forma    Pro Forma
                                               Resources, Inc.  Group, Inc.    Notes   Adjustments      Totals
                                               --------------   -----------    -----   -----------   ---------
                       ASSETS
CURRENT ASSETS
   Cash                                         $    1,671      $  190,973       2     $   (1,671)   $  190,973
   Accounts receivable, trade                            -          17,813                      -        17,813
   Prepaid expenses                                      -           4,770                      -         4,770
                                                ----------      ----------             ----------    ----------
       Total current assets                          1,671         213,556                 (1,671)      213,556
                                                ----------      ----------             ----------    ----------

   Property and Equipment, net of accumulated
     depreciation of $3,723 and $1,494                               2,542                      -         2,542
   Oil and gas properties - proved (successful
     efforts method) net of accumulated
     depletion of $70,867 and $47,567                    -       2,623,522                      -    $2,623,522
                                                ----------      ----------             ----------    ----------
       Total assets                             $    1,671      $2,839,620             $   (1,671)   $2,839,620
                                                ==========      ==========             ==========    ==========

       LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Accounts payable                             $  230,533      $   86,212       1       (230,533)   $   86,212
   Accounts payable, related parties                14,000         145,937       1        (14,000)      145,937
   Notes payable, related party                          -         281,932                      -       281,932
   Accrued expenses                                      -         186,863                      -       186,863
   Accrued interest                                      -           2,367                      -         2,367
   Accrued interest, affiliates                          -          12,813                      -        12,813
                                                ----------      ----------             ----------    ----------
       Total current liabilities                   244,533         716,124               (244,533)      716,124
                                                ----------      ----------             ----------    ----------

LONG TERM LIABILITIES
   Notes payable, related party                          -          78,000                      -        78,000
   Long term debt                                        -          21,700                      -        21,700
   Asset retirement obligation                           -         221,289                      -       221,289

</TABLE>


                                      F-31
<PAGE>


<TABLE>
<S>                                                 <C>             <C>         <C>        <C>           <C>
                                                                  Natural                               Adjusted
                                                Diversified      Resource               Pro Forma      Pro Forma
                                               Resources, Inc.  Group, Inc.    Notes   Adjustments      Totals
                                               --------------   -----------    -----   -----------     ---------
COMMITMENTS AND CONTINGENT LIABILITIES

STOCKHOLDERS' EQUITY
   Preferred stock,                                      -               -                                    -
   Common stock                                      5,250           1,448       1         (1,448)       19,808
                                                                                 1         14,558
   Additional paid in capital                       74,750       4,672,502       1        (93,110)    4,654,142
   Deficit accumulated in the development stage   (322,862)              -                322,862             -
   Accumulated (deficit)                                        (2,871,443)                          (2,871,443)
                                                ----------      ----------             ----------    ----------
       Total stockholders' equity                 (242,862)      1,802,507                242,862     1,802,507
                                                ----------      ----------             ----------    ----------

   Total liabilities and stockholders' equity   $    1,671      $2,839,620                 (1,671)    2,839,620
                                                ==========      ==========             ==========    ==========

</TABLE>

                                      F-32


<PAGE>

                                      Diversified Resources, Inc.
                              UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS
                              For the Fiscal Year Ended October 31, 2012

<TABLE>
<S>                                       <C>               <C>                <C>               <C>
                                                          Natural
                                      Diversified        Resource
                                    Resources, Inc.      Group, Inc.       Adjustments       Pro Forma
                                    ----------------    ------------      ------------       ---------

Operating revenues                    $       -         $   79,104          $       -       $   79,104
                                      ---------          ---------          ---------       ----------
Operating expenses
   Exploration costs, including
     dry holes                                              69,718                  -           69,718
   Lease operating expenses              72,976            117,357                  -          190,333
   General and administrative             8,250            497,258                  -          505,508
   Accretion expense                          -             19,245                  -           19,245
   Abandonments                               -            120,798                  -          120,798
   Depreciation, depletion and
     amortization                             -             26,303                  -           26,303
                                      ---------          ---------          ---------       ----------
     Total operating expenses            81,226            850,679                  -          931,905
                                      ---------          ---------          ---------       ----------
(Loss) from operations                  (81,226)          (771,575)                 -         (852,801)
                                      ---------          ---------          ---------       ----------
Other income (expense)
   Interest expense                           -            (70,644)                 -          (70,644)
                                      ---------          ---------          ---------       ----------
 Other income (expense), net                  -            (70,644)                 -          (70,644)
                                      ---------          ---------          ---------       ----------
(Loss) before income taxes              (81,226)          (842,219)                 -         (923,445)
                                      ---------          ---------          ---------       ----------
Net (loss)                            $ (81,226)        $ (842,219)         $       -       $ (923,445)
                                      =========         ==========          =========       ==========

Net (loss) per common share
   Basic and diluted                  $   (0.02)        $    (0.06)         $       -       $    (0.05)
                                      =========         ==========          =========       ==========

Weighted average shares outstanding
   Basic and diluted                  5,252,000         12,966,615                  -       19,815,150
                                      =========         ==========          =========       ==========

</TABLE>

Reflects the  assumption  that Shares O/S as if from the beginning of the period
for the pro forma

                                      F-33

<PAGE>

                                       Diversified Resources Inc.
                              UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS
                                    Nine Months Ended July 31, 2013

<TABLE>
<S>                                       <C>               <C>                <C>               <C>
                                                          Natural
                                      Diversified        Resource
                                    Resources, Inc.      Group, Inc.       Adjustments        Pro Forma
                                    ----------------    ------------      ------------        ---------

Operating revenues                      $       -            44,573                  -        $   44,573
                                        ---------         ---------          ---------        ----------

Operating expenses
   Exploration costs, including
     dry holes                                  -            49,520                  -            49,520
   Lease operating expenses                19,038           155,542                  -           174,580
   General and administrative              12,675           372,460                  -           385,135
   Accretion expense                            -            17,400                  -            17,400
   Depreciation, depletion and
     amortization                               -            25,529                  -            25,529
                                        ---------         ---------          ---------        ----------
     Total operating expenses              31,713           620,451                  -           652,164
                                        ---------         ---------          ---------        ----------
(Loss) from operations                   (31,713)         (575,878)                  -          (607,591)
                                        ---------         ---------          ---------        ----------

Other income (expense)
   Loss on debt extinguishment                  -          (330,638)                 -          (330,638)
   Gain (loss) on sale of assets                -          (34,480)                  -           (34,480)
   Interest expense                             -          (92,397)                  -           (92,397)
                                        ---------         ---------          ---------        ----------
   Other income (expense), net                  -         (457,515)                  -          (457,515)
                                        ---------         ---------          ---------        ----------
(Loss) before income taxes
                                         (31,713)       (1,033,393)                  -        (1,065,106)
                                        ---------         ---------          ---------        ----------
Net (loss)                           $   (31,713)     $ (1,033,393)          $       -       $(1,065,106)
                                     ===========      ============           =========       ===========

Net (loss) per common share
   Basic and diluted                 $     (0.01)      $     (0.08)          $       -       $     (0.05)
                                     ===========      ============           =========       ===========

Weighted average shares outstanding
   Basic and diluted                   5,250,000        13,412,898                            19,815,150
                                     ===========      ============                           ===========

</TABLE>

Reflects the  assumption  that Shares O/S as if from the beginning of the period
for the pro forma

                                      F-34

<PAGE>



       PRO FORMA ADJUSTMENTS TO BALANCE SHEET AND STATEMENTS OF OPERATIONS

Basis of Presentation

      In November 2013, Diversified Resources, Inc. ("DRI") entered into an
      agreement to exchange securities with Natural Resource Group, Inc. ("NRG")
      and closed the share exchange agreement in November 2013. The shareholders
      of NRG received 14,558,158 shares of DRI's $0.001 par value common shares.
      Immediately prior to the transaction, there were 5,250,000 shares issued
      and outstanding and 19,158,150 shares issued and outstanding after the
      transaction was consummated.

      The accompanying pro forma balance sheets as of October 31, 2012 and pro
      forma statements of operations for the years ended October 31, 2012 and
      the nine months ended July 31, 2013 representing the accounts of DRI and
      NRG. The accompanying pro forma balance sheets and pro forma statements of
      operations are presented as if the acquisition of NRG occurred on October
      31, 2012. The unaudited pro forma balance sheet as of October 31, 2012 was
      based on the audited balance sheet of DRI and NRG combined with pro forma
      adjustments to give effect to the reverse merger as if it occurred on
      October 31, 2012. The unaudited pro forma statements of operations gives
      effect to the merger as if it occurred at the beginning of the year ended
      October 31, 2012.

      Pro forma earnings (loss) per share is computed using the number of common
      shares of DRI outstanding including the common shares issued to NRG to
      effect the transaction at the beginning of the periods presented.

      These unaudited pro forma financial statements are provided for
      illustrative purposes and do not purport to represent what the Company's
      financial position would have been if such transactions had occurred on
      the above mentioned date. These statements were prepared based on
      accounting principles generally accepted in the United States. The use of
      estimates is required and actual results could differ from the estimates
      used. The Company believes the assumptions used provide a reasonable basis
      for presenting the significant effects directly attributable to the
      acquisition.

      The pro form statements of operations may not necessarily reflect the
      results of operations had the acquisition actually occurred as of the
      dates indicates.

   Subsequent Event

      In November 2013, the DRI entered into, and consummated, an agreement to
      exchange securities with NRG whereby the shareholders of the NRG received
      14,558,158 shares of Diversified Resources, Inc.'s $0.001 par value common
      shares.

   Explanation of Adjustments

1.       Issuance of Common Shares
2.       To reflect the issuance of 14,558,150 shares of DRI in exchange for
         100% of the outstanding shares of NRG and reclassify accumulated
         deficit to additional paid in capital in accordance with the principles
         applicable to reverse acquisition accounting.
3.       Changes in Current Liabilities and Current Assets
         To reflect the reduction of cash and the assumption of payables by the
         principals of DRI.

                                      F-35

<PAGE>


Item 3.02   Unregistered Sales of Equity Securities

      The Company relied upon the exemption provided by Rule 506 of the
Securities and Exchange Commission with respect to the shares issued to the
shareholders of Natural Resource Group. See Item 2.01 of this report.

Item 5.01   Changes in Control of Registrant

      See Item 2.01 of this report.

Item 5.02  Departure of Directors or Principal Officers; Election of Directors;
           Appointment of Principal Officers

      See Item 2.01 of this report.

Item 5.06  Change in Shell Company Status

      See Item 2.01 of this report.

Item 5.07  Submission of Matters to a Vote of Security Holders

     On  November  21,  2013,  a  shareholder  owning  3,000,000  shares  of the
Company's common stock  (approximately 57% of the Company's  outstanding shares)
approved,  by written consent,  the Plan of Share Exchange with Natural Resource
Group, Inc.

Item 9.01  Financial Statements and Exhibits

a)    Attached
b)    Attached
d)    Exhibits

Exhibit
Number     Description

  2        Agreement to Exchange Securities between Natural Resource Group, Inc.
           and Diversified Resources, Inc.

  3.1      Articles of Incorporation

  3.2      Bylaws

 10.1      Participation Agreement/Net Profits Interest

 10.2      Note Payable - Energy Oil and Gas, Inc.


<PAGE>


 10.3      Convertible Promissory Note - $350,000

 10.4      Convertible Promissory Note - $70,000

 99.1      Reserve Report - Garcia Field

 99.2      Reserve Report - D-J Basin




<PAGE>

                                   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: November 21, 2013                   DIVERSIFIED RESOURCES, INC.


                                          By: /s/ Paul Laird
                                             ------------------------------
                                             Paul Laird, President






<PAGE>


                                    EXHIBITS


<PAGE>
[{"type": "8-K", "sequence": "1", "filename": "super8knovember-13.txt", "description": "8-K REPORT", "secsgml_size_bytes": 200905}]
{"company-data": {"conformed-name": "Diversified Resources Inc.", "cik": "0001509692", "assigned-sic": "1040", "irs-number": "980687026", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-175183", "film-number": "131236393"}, "business-address": {"street1": "2114 RIDGE PLAZA DRIVE", "city": "CASTLE ROCK", "state": "CO", "zip": "80108", "phone": "951-255-9100"}, "mail-address": {"street1": "2114 RIDGE PLAZA DRIVE", "city": "CASTLE ROCK", "state": "CO", "zip": "80108"}}
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): November 21, 2013

                           DIVERSIFIED RESOURCES, INC.
                           ---------------------------
                 (Name of Small Business Issuer in its charter)

      Nevada                         None                    98-0687026
  --------------------        -----------------            --------------
(State of incorporation)    (Commission File No.)       (IRS Employer
                                                         Identification No.)

                             1789 W. Littleton Blvd.
                               Littleton, CO 80120
                 -----------------------------------------------
          (Address of principal executive offices, including Zip Code)

        Registrant's telephone number, including area code: 303-797-5417

                                37 Mayfair Rd. SW
                         Calgary, Alberta, Canada T2V 1Y8
                 ----------------------------------------------
          (Former name or former address if changed since last report)

Check 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-14(c) under the
   Exchange Act (17 CFR 240.13e-4(c))

                                       1
Forward-Looking Statements

     This report contains "forward-looking  statements," as that term is used in
federal securities laws,  concerning the Company's financial condition,  results
of operations and business.  These  statements can be found by looking for words
such as "believes," "expects," "anticipates," "estimates" or similar expressions
used in this report.

     These  forward-looking  statements are based on current  expectations about
future events.  The  forward-looking  statements include statements that reflect
management's beliefs, plans, objectives, goals, expectations,  anticipations and
intentions  with  respect  to the  Company's  financial  condition,  results  of
operations,  future performance and business,  including  statements relating to
the Company's business strategy and current and future development plans.

     The potential risks and uncertainties that could cause the Company's actual
financial  condition,  results of operations  and future  performance  to differ
materially from those expressed or implied in this report include:

     o    the sale prices of crude oil;

     o    the amount of  production  from oil wells in which the  Company has an
          interest;

     o    lease operating expenses;

     o    international conflict or acts of terrorism; and

     o    general economic conditions.

     Although  management  believes  that  the  expectations  reflected  in  the
forward-looking  statements are reasonable,  management  cannot guarantee future
results, level of activity, performance or achievements.  Many factors discussed
in this  report,  some of  which  are  beyond  the  Company's  control,  will be
important in determining the Company's future performance.  Consequently, actual
results  may differ  materially  from those that might be  anticipated  from the
forward-looking statements. In light of these and other uncertainties, investors
should not regard the inclusion of a forward-looking statement in this report as
a representation  by the Company that its plans and objectives will be achieved,
and  investors   should  not  place  undue  reliance  on  such   forward-looking
statements.  The  Company  undertakes  no  obligation  to  publicly  update  any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise, except as required by law.

Item 2.01. Completion of Acquisition or Deposition of Assets.

     On November 21, 2013 Diversified Resources,  Inc.  ("Diversified") acquired
all of the outstanding shares of Natural Resource Group, Inc. (the "Company") in
exchange  for  14,558,150  shares  of  the   Diversified's   common  stock  (the
"Acquisition").

                                       2
In connection with the Acquisition:

     o    Paul  Laird ,  Duane  Bacon,  Roger  May,  and  Albert  McMullin  were
          appointed officers and/or directors of Diversified;

     o    Philip F. Grey resigned as an officer of Diversified;

     o    Mr. Grey sold  2,680,033  shares of the Company's  common stock to the
          Company for nominal consideration.  The shares purchased from Mr. Grey
          were returned to the status of authorized but unissued shares;

     o    the former shareholders of the Company now own 85% of Diversified; and

     o    the Company became a wholly owned subsidiary of Diversified.

Overview of Natural Resource Group

     The  Company  was  incorporated  in  Colorado  in 2000  but was  relatively
inactive until December 2010.

     In December 2010 the Company  acquired oil and gas  properties  from Energy
Oil and Gas,  Inc.  for  2,500,000  shares of the  Company's  common stock and a
promissory  note in the principal  amount of $360,000.  As of July 31, 2013, the
principal amount of this note was $78,000.

      Included as part of the acquisition were:

Garcia Field

     o    leases covering 4,600 gross (4,600 net) acres,

     o    four wells which produce natural gas and naturals gas liquids;

     o    a refrigeration/compression  plant which separates natural gas liquids
          from gas produced from the four wells; and

     o    one injection well;

Denver-Julesburg Basin

     o    leases covering 1,400 gross (1,400 net) acres,

     o    three shut-in wells which need to be recompleted; and

     o    three producing oil and gas wells.

     Subsequent to December 2010 leases,  covering 160 acres in the Garcia Field
were sold and leases covering 960 acres in the Garcia Field expired.

     The  Company  is the  operator  of its  wells in the  Garcia  Field and the
Denver-Julesberg Basin.

                                       3
Garcia Field

     The Company has a 100% working  interest (80% net revenue  interest) in oil
and gas leases covering 4,600 acres in the Garcia Field.

     The Garcia  Field is located in Las Animas  County  approximately  10 miles
from Trinidad,  Colorado. The Garcia Field was first discovered in 1940 when the
Maldonado  #1,  produced 500 mcf per day of gas from the Niobrara  formation.  A
stripping plant  separated  natural gas liquids from the gas and was operational
for eight years until the  Maldonado  #1 was plugged in 1948.  Between  1978 and
1982 twenty wells were drilled, tested for initial production and shut-in. Since
there was no natural gas  transportation  line in the area, the wells were never
produced.  Additionally,  until Energy Oil and Gas acquired the field in 2005 no
natural gas liquids were produced  commercially.  In 2003,  the entire field was
force plugged as required by the state of Colorado, except for three wells which
Energy  Oil and Gas  acquired  from the state.  Energy Oil and Gas  subsequently
drilled two additional wells and installed a new separation  plant.  Four of the
five wells  acquired from Energy Oil and Gas are currently  producing a combined
total of 110 mcf of gas per day. Two gallons of 1500 BTU natural gas liquids can
be  separated  from each mcf of gas. The natural gas liquids are sold to a third
party at a price, as of the date of this report, of $1.15 per gallon.

     The fifth  well is used to  re-inject  the gas back into the  Apishapa  and
Niobrara  formations  since, as of the date of this report,  the Company's wells
were still not  connected to a gathering  line which is needed to transport  the
gas  to  commercial  markets.  Kinder  Morgan  (KM)  has a  transportation  line
approximately  eight miles north of the field.  The  Company  believes  there is
enough capacity in KM's  transportation  line to transport gas produced from the
Company's  wells.  However,  to connect the Company's  wells to the KM line, the
Company will need to install an eight mile long gathering system at an estimated
cost of $1,000,000, which includes a tap fee

     In    2012    the    Company     installed    new    equipment    at    its
refrigeration/compression plant. The Company expects that the new equipment will
increase the yield of natural gas liquids to 3.5 gallons per mcf.

     In 2012 the Company drilled a shallow (1,600 foot) well in the field. As of
the date of this report, the well was in the process of completion.

     The gas from the Company's wells has a BTU content of approximately  1,500.
It is the  Company's  belief that there is a  productive  oil  formation  in the
Garcia Field since,  from data  acquired  throughout  the United  States,  it is
apparent that no 1500 BTU gas has ever been  produced in an area not  associated
with oil production.

     As of the date of this report, the Company was in the process of permitting
three well locations.  The new wells will be drilled to a depth of approximately
2,000 feet for the  shallow  natural  gas liquid  wells and up to 7,000 feet for
deep wells  which will be drilled to  determine  if  commercial  reserves of oil
exist. Each well will take  approximately  7-14 days to drill and complete.  The
drilling and  completion  costs for each well is estimated to be $75,000 for the
shallow wells and up to $400,000 for the deep wells.

                                       4
Denver/Julesburg Basin

     The Company has a 100% working  interest (80% net revenue  interest) in oil
and gas leases covering 1400 acres in the Denver/Julesburg ("D-J") Basin.

     The reservoir rocks in the D-J Basin are Cretaceous sandstones, shales, and
limestones deposited under marine conditions in the Western Interior Seaway. The
oil and gas is contained within Cretaceous formations in the deepest part of the
Basin,  where the rocks were subject to enough heat and pressure to generate oil
and gas from organic material in the rock. Most of the producing  formations are
considered "tight," having low natural permeability.

     The D-J  Basin  was one of the first  oil and gas  fields  where  extensive
hydraulic  fracturing was performed  routinely and  successfully on thousands of
wells.

     In 2009,  the US Energy  Information  Administration  listed the Wattenberg
Field (a primary  field  within the D-J Basin) as the 10th  largest gas field in
the  United  States  in terms of  remaining  proved  gas  reserves,  and 13th in
remaining proved oil/condensate reserves.

     Major  operators in the field  include  Noble  Energy,  Anadarko  Petroleum
Corporation, Continental, Whiting Petroleum, and Encana.

     As of October 31, 2013 the three  producing  wells acquired from Energy Oil
and Gas were collectively producing approximately five bbls of oil and 32 mcf of
gas per day.

     The Company plans to hydraulically fracture its wells in the D-J Basin at a
cost of  approximately  $35,000  per well.  Hydraulic  fracturing  involves  the
process of pumping a mixture  into a formation  to create  pores and  fractures,
thereby  improving the porosity of the formation and  increasing the flow of oil
and gas. The mixture consists  primarily of water and sand, with nominal amounts
of other  ingredients.  This  mixture is  injected  into wells at  pressures  of
4,500-6,000 pounds per square inch.

     In 2013 the Company acquired a 640 acre lease (100% working interest,
80% net revenue interest) in the D-J Basin.

     During the twelve months ending October 31, 2014, the Company plans to:

     o    recomplete  the three shut-in wells  acquired from Energy Oil and Gas,
          at a cost of approximately $130,000 per well;

     o    drill up to eight  additional  wells to the  Sussex  formation  (5,700
          feet) in the D-J Basin. The cost to drill, and if warranted  complete,
          each well will be approximately $350,000; and

     o    drill  at  least  one  well in the D-J  Basin  to the  Codell/Niobrara
          formations (7,800 feet). The cost to drill, and if warranted complete,
          the well will be approximately $800,000.

                                       5
The following table shows net production of oil and gas, average sales
prices and average production costs for the periods indicated:

                               Nine Months
                                   Ended             Years Ended October 31,
                                             -----------------------------------
                              July 31, 2013    2012        2011       2010
                              -------------    ----        ----       ----
Production:
   Oil (Bbls)                       205         417         206         --
   Gas (Mcf)                      2,330       5,015       4,571         --

   Natural Gas Liquids
     (gallons)                   21,937      20,375      28,359         --

Average sales price:
    Oil ($/Bbl(1))             $  86.20   $   92.94    $  91.57
    Gas ($/Mcf(2))             $   3.42   $    3.04    $   4.76         --
    Nat.Gas Liquids  ($/gal)   $   0.81   $    0.77    $   1.36

Average production
     cost per BOE(3)           $ 189.85   $   58.85    $  37.05         --

(1)  Bbl" refers to one stock tank barrel,  or 42 U.S.  gallons liquid volume in
     reference to crude oil or other liquid hydrocarbons.

(2)  "Mcf" refers to one thousand cubic feet of natural gas.

(3)  "BOE" refers to barrel of oil  equivalent,  which  combines Bbls of oil and
     Mcf of gas by converting  each six Mcf of gas to one Bbl of oil. One barrel
     of natural gas liquids is assumed to equal 0.61 barrel of oil.

     Production  costs  generally  include pumping fees,  maintenance,  repairs,
labor, utilities and administrative overhead. Taxes on production,  including ad
valorem and severance taxes, are not included in production costs.

     The Company is not obligated to provide a fixed and determined  quantity of
oil or gas to any third party in the future. During the last three fiscal years,
the Company has not had, nor does not now have, any long-term  supply or similar
agreement with any government or governmental authority.

     The following shows drilling activity for the three years ended October 31,
2013.

                                       6
October 31,
                            2013                2012                   2011
                        ------------      -----------------      --------------
                        Gross     Net       Gross        Net      Gross    Net
Development Wells:
   Productive
                          --       --          1          1      --         --
   Nonproductive          --       --         --         --      --         --

Productive Wells:
   Productive             --       --         --         --      --         --

   Nonproductive          --       --         --         --      --         --

     As of  October  31,  2013  the  Company  was not  drilling,  completing  or
reworking any oil or gas wells.

     The following  table shows,  as of October 31, 2013, the Company  producing
wells, developed acreage, and undeveloped acreage,  excluding service (injection
and disposal) wells:

                  Productive Wells   Developed Acreage    Undeveloped Acreage(1)
                  ----------------   -----------------    ----------------------
Location          Gross     Net        Gross     Net         Gross       Net
--------          -----     ---        -----     ---         -----       ---

Colorado:
  Garcia Field      5        5           200     200        4,400      4,400
  D-J Basin         3                   3160     160          760        760

(1)  Undeveloped  acreage includes  leasehold  interests on which wells have not
     been drilled or completed to the point that would permit the  production of
     commercial  quantities  of natural  gas and oil  regardless  of whether the
     leasehold interest is classified as containing proved undeveloped reserves.

     The  following  table  shows,  as of October  31,  2013,  the status of the
Company's gross acreage:

         Location              Held by Production     Not Held by Production
         --------              ------------------     ----------------------

         Colorado:
           Garcia Field                 4,600                    --
           D-J Basin                      280                   640

     Acres that are Held by Production  remain in force so long as oil or gas is
produced from one or more wells on the particular  lease.  Leased acres that are
not Held by  Production  require  annual  rental  payments to maintain the lease
until the first to occur of the  following:  the  expiration of the lease or the
time  oil or gas is  produced  from  one or more  wells  drilled  on the  leased
acreage.  At the time oil or gas is  produced  from wells  drilled on the leased
acreage, the lease is considered to be Held by Production.

                                       7
The  following  table shows the years the Company's  leases,  which are not
Held By Production,  will expire, unless a productive oil or gas well is drilled
on the lease.

                  Leased Acres                  Expiration of Lease
                  ------------                  -------------------

                     640                             7/22/2015

Proved Reserves

     Below are estimates of the Company's net proved  reserves as of October 31,
2012, net to the Company's  interest.  All of the Company's  proved reserves are
located in Colorado.

     Estimates of volumes of proved  reserves at October 31, 2012 are  presented
in barrels  (Bbls) for oil and, for natural gas, in millions of cubic feet (Mcf)
at the official  temperature  and  pressure  bases of the areas in which the gas
reserves are located.

                                            Oil           Gas           NGL
                                          (Bbls)         (Mcf)        Gallons
                                          ------         -----        -------
            Proved Developed:
               Producing                  5,334         28,667           --
               Non-Producing                 --             --           --
            Proved Undeveloped               --        560,372    5,724,418

     "Bbl" refers to one stock tank barrel, or 42 U.S. gallons liquid volume, in
reference  to crude  oil or  other  liquid  hydrocarbons.  "Mcf"  refers  to one
thousand cubic feet. A BOE (i.e., barrel of oil equivalent) combines Bbls of oil
and Mcf of gas by  converting  each six Mcf of gas to one Bbl of oil.  Below are
estimates of the Company's  present value of estimated  future net revenues from
proved  reserves based upon the  standardized  measure of discounted  future net
cash  flows  relating  to proved oil and gas  reserves  in  accordance  with the
provisions  of  Accounting   Standards   Codification   Topic  932,   Extractive
Activities--Oil and Gas. The standardized  measure of discounted future net cash
flows is determined  by using  estimated  quantities of proved  reserves and the
periods  in which  they are  expected  to be  developed  and  produced  based on
period-end  economic  conditions.  The estimated future production is based upon
benchmark  prices  that  reflect  the  unweighted   arithmetic  average  of  the
first-day-of-the-month  price for oil and gas during the  twelve  months  period
ended  October 31, 2012.  The resulting  estimated  future cash inflows are then
reduced by  estimated  future  costs to develop  and produce  reserves  based on
period-end cost levels.  No deduction has been made for depletion,  depreciation
or for indirect costs, such as general corporate  overhead.  Present values were
computed by discounting future net revenues by 10% per year.

       Future cash inflows                          $ 6,703,766
       Deductions (including estimated taxes)       $ 5,757,365
       Future net cash flow                         $   946,401
       Discounted future net cash flow              $    80,397

                                       8
Gustavson  Associates,  LLC prepared the estimates of the Company's  proved
reserves,  future production and income  attributable to the Company's leasehold
interests in the Garcia Field as of October 31, 2012. Gustavson Associates is an
independent  petroleum  engineering  firm  that  provides  petroleum  consulting
services to the oil and gas industry. The estimates of drilled reserves,  future
production and income  attributable to certain  leasehold and royalty  interests
are based on technical  analysis  conducted  by engineers  employed at Gustavson
Associates.

     Letha C.  Lencioni  was the  technical  person  primarily  responsible  for
overseeing  the  preparation  of the reserve  report for the Garcia  Field.  Ms.
Lencioni earned a Bachelor's Degree in Petroleum  Engineering in 1980 from Tulsa
University and has more than 30 years of practical  experience in the estimation
and  evaluation of petroleum  reserves.  Gustavson  Associates  has more than 30
years of practical  experience  in the  estimation  and  evaluation of petroleum
reserves.

     McCartney  Engineering,  LLC prepared the estimates of the Company's proved
reserves,  future production and income  attributable to the Company's leasehold
interests in the D-J Basis as of October 31, 2012.  McCartney  Engineering is an
independent  petroleum  engineering  firm  that  provides  petroleum  consulting
services to the oil and gas industry. The estimates of drilled reserves,  future
production and income  attributable to certain  leasehold and royalty  interests
are based on technical  analysis  conducted  by engineers  employed at McCartney
Engineering.

     Jack A.  McCartney  was the  technical  person  primarily  responsible  for
overseeing the preparation of the reserve report for the Wattenberg  Field.  Mr.
McCartney  earned a Bachelor's  Degree in Petroleum  Engineering  from  Colorado
School  of Mines in 1965 and a  Master's  Degree  in  Engineering  in 1971  from
Colorado  School  of  Mines.  McCartney  Engineering  has more  than 40 years of
practical experience in the estimation and evaluation of petroleum reserves.

     Paul Laird, the Company's Chief Executive Officer,  oversaw the preparation
of the reserve estimates by McCartney Engineering, LLC and Gustavson Associates,
LLC.  Mr. Laird has over 30 years'  experience  in oil and gas  exploration  and
development. The Company does not have a reserve committee and does not have any
specific internal controls regarding the estimates of reserves.

     The Company's  proved reserves include only those amounts which the Company
reasonably  expects to recover in the future  from known oil and gas  reservoirs
under existing economic and operating  conditions,  at current prices and costs,
under existing regulatory practices and with existing  technology.  Accordingly,
any changes in prices, operating and development costs, regulations,  technology
or other factors could  significantly  increase or decrease  estimates of proved
reserves.

     Proved  reserves were  estimated by  performance  methods,  the  volumetric
method,  analogy,  or  a  combination  of  methods  utilizing  present  economic
conditions and limited to those proved reserves  economically  recoverable.  The
performance  methods include decline curve analysis that utilize  extrapolations
of historical production and pressure data available through October 31, 2012 in
those cases where such data were considered to be definitive.

     Forecasts for future  production rates are based on historical  performance
from wells  currently on production  in the region with an economic  cut-off for
production  based upon the  projected  net revenue  being equal to the projected

                                       9
operating  expenses.  No further  reserves or valuation  were given to any wells
beyond their  economic  cut-off.  Where no production  decline  trends have been
established due to the limited  historical  production records from wells on the
properties,  surrounding  wells  historical  production  records  were  used and
extrapolated to wells of the property.  Where applicable,  the actual calculated
present decline rate of any well was used to determine future production volumes
to be economically  recovered.  The calculated  present rate of decline was then
used  to  determine  the  present  economic  life  of the  production  from  the
reservoir.

     For wells  currently on production,  forecasts of future  production  rates
were based on historical  performance  data. If no production  decline trend has
been established,  future  production rates were held constant,  or adjusted for
the  effects of  curtailment  where  appropriate,  until a decline in ability to
produce  was  anticipated.  An  estimated  rate of decline  was then  applied to
economic  depletion of the reserves.  If a decline  trend has been  established,
this trend was used as the basis for estimating future production rates.

     Proved  developed  non-producing  and  undeveloped  reserves were estimated
primarily by the performance and historical extrapolation methods. Test data and
other  related  information  were  used  to  estimate  the  anticipated  initial
production rates from those wells or locations that are not currently producing.
For reserves not yet on  production,  sales were estimated to commence at a date
determined to be reasonable.

     In  general,  the  volume  of  production  from the  Company's  oil and gas
properties  declines as reserves are depleted.  Except to the extent the Company
acquires additional properties containing proved reserves or conducts successful
exploration and development activities, or both, proved reserves will decline as
reserves are produced. Accordingly, volumes generated from future activities are
highly  dependent  upon the level of success in acquiring or finding  additional
reserves and the costs incurred in doing so.

Future Operations

     The  Company  plans  to  evaluate  other   undeveloped  oil  prospects  and
participate in drilling  activities on those  prospects  which,  in management's
opinion,  are favorable for the  production of oil, gas and natural gas liquids.
Initially,  the Company plans to  concentrate  its  activities in the Garcia and
Wattenberg fields in Colorado. The Company's strategy is to acquire prospects in
or adjacent to existing  fields with further  development  potential and minimal
risk in the same area. The extent of the Company's  activities will primarily be
dependent upon available capital.

     If the  Company  believes a  geographical  area  indicates  geological  and
economic potential,  it will attempt to acquire leases or other interests in the
area.  The Company may then attempt to sell portions of its leasehold  interests
in a  prospect  to third  parties,  thus  sharing  the risks and  rewards of the
exploration and  development of the prospect with the other owners.  One or more
wells may be drilled on a prospect,  and if the results indicate the presence of
sufficient oil reserves, additional wells may be drilled on the prospect.

                                       10
The Company may also:

     o    acquire a working  interest in one or more  prospects  from others and
          participate  with the other working interest owners in drilling and if
          warranted, completing oil wells on a prospect;

     o    purchase producing oil properties;

     o    enter into farm-in  agreements with third parties. A farm-in agreement
          will  obligate  the  Company  to pay  the  cost  of  drilling,  and if
          warranted  completing a well,  in return for a majority of the working
          and net revenue interest in the well; or

     o    enter into joint ventures with third party holders of mineral rights.

     The  Company's  activities  will  primarily  be  dependent  upon  available
financing.

     Title to properties which may be acquired will be subject to one or more of
the following:  royalty,  overriding royalty,  carried, net profits, working and
other  similar  interests  and  contractual  arrangements  customary  in the oil
industry;  liens for current taxes not yet due; and other  encumbrances.  In the
case of undeveloped  properties,  investigation  of record title will be made at
the time of acquisition.  Title reviews will be obtained before  commencement of
drilling operations.

     Although  the  Company  normally  obtains  title  reports for oil leases it
acquires,  the Company has not in the past  obtained,  and may not in the future
obtain, title opinions pertaining to leases. A title report shows the history of
a particular oil and gas lease,  as shown by the records of the county clerk and
recorder,  state  oil or gas  commission,  or the  Bureau  of  Land  Management,
depending  on the nature of the  lease.  In  contrast,  in a title  opinion,  an
attorney expresses an opinion as to the persons or persons owning interests in a
particular oil and gas lease.

Government Regulation

     Although the sale of oil will not be  regulated,  federal,  state and local
agencies have  promulgated  extensive  rules and  regulations  applicable to oil
exploration, production and related operations. Most states, including Colorado,
require  permits  for  drilling  operations,  drilling  bonds and the  filing of
reports  concerning  operations  and impose other  requirements  relating to the
exploration of oil.  Colorado and other states also have statutes or regulations
addressing  conservation  matters  including  provisions for the  unitization or
pooling of oil properties, the establishment of maximum rates of production from
oil wells and the regulation of spacing, plugging and abandonment of such wells.
The  statutes  and  regulations  of Colorado  and other states limit the rate at
which oil is produced from wells. The federal and state regulatory burden on the
oil  industry  increases  costs of doing  business  and  affects  profitability.
Because these rules and regulations are amended or reinterpreted frequently, the
Company is unable to predict the future cost or impact of  complying  with those
laws.

     As with  the  oil and  natural  gas  industry  in  general,  the  Company's
properties are subject to extensive and changing  federal,  state and local laws
and  regulations  designed to protect and  preserve  natural  resources  and the
environment.  The recent trend in  environmental  legislation  and regulation is

                                       11
generally toward stricter standards, and this trend is likely to continue. These
laws and  regulations  often  require  a permit  or other  authorization  before
construction or drilling  commences and for certain other  activities;  limit or
prohibit  access,   seismic  acquisition,   construction,   drilling  and  other
activities on certain lands lying within  wilderness and other protected  areas;
impose  substantial  liabilities  for  pollution  resulting  from the  Company's
operations; and require the reclamation of certain lands.

     The permits  required for many of the Company's  operations  are subject to
revocation,  modification  and  renewal  by  issuing  authorities.  Governmental
authorities  have the power to enforce  compliance with their  regulations,  and
violations  are  subject  to  fines,  injunctions  or both.  In the  opinion  of
management,  the Company is in substantial  compliance  with current  applicable
environmental laws and regulations,  and has no material commitments for capital
expenditures to comply with existing environmental  requirements.  Nevertheless,
changes in existing  environmental  laws and  regulations or in  interpretations
thereof could have a significant  impact on the Company,  as well as the oil and
natural gas  industry  in general.  The  Comprehensive  Environmental  Response,
Compensation  and Liability Act ("CERCLA") and comparable  state statutes impose
strict and joint and  several  liabilities  on owners and  operators  of certain
sites and on persons who disposed of or arranged for the disposal of  "hazardous
substances"  found  at  such  sites.  It is not  uncommon  for  the  neighboring
landowners  and other  third  parties  to file  claims for  personal  injury and
property damage allegedly caused by the hazardous  substances  released into the
environment.  The Resource Conservation and Recovery Act ("RCRA") and comparable
state statutes  govern the disposal of "solid waste" and  "hazardous  waste" and
authorize  imposition of  substantial  fines and  penalties  for  noncompliance.
Although CERCLA currently  excludes  petroleum from its definition of "hazardous
substance," state laws affecting  operations impose clean-up  liability relating
to  petroleum  and  petroleum  related  products.  In  addition,  although  RCRA
classifies  certain oil field wastes as  "non-hazardous,"  such  exploration and
production wastes could be reclassified as hazardous wastes, thereby making such
wastes subject to more stringent handling and disposal requirements.

Competition and Marketing

     The Company will be faced with strong competition from many other companies
and individuals  engaged in the energy  business,  some of which are very large,
well-established energy companies with substantial  capabilities and established
earnings records. The Company may be at a competitive  disadvantage in acquiring
prospects since it must compete with these  individuals  and companies,  many of
which have greater financial resources and larger technical staffs.

     Exploration  for, and the  production  of, oil, gas and natural gas liquids
are affected by the  availability  of pipe,  casing and other  tubular goods and
certain other oil field equipment including drilling rigs and tools. The Company
will depend upon independent drilling contractors to furnish rigs, equipment and
tools to drill wells. Higher prices for products may result in competition among
operators for drilling  equipment,  tubular  goods and drilling  crews which may
affect the ability  expeditiously to drill,  complete,  recomplete and work-over
wells.

     The market for oil, gas and natural gas liquids is dependent  upon a number
of factors  beyond the  Company's  control,  which at times cannot be accurately
predicted.  These factors include the extent of competitive  domestic production

                                       12
and imports of oil, the availability of other sources of energy, fluctuations in
seasonal supply and demand, and governmental  regulation.  In addition, there is
always the  possibility  that new  legislation may be enacted which would impose
price  controls  or  additional  excise  taxes upon crude oil. As of October 31,
2013, the Company's oil  production was being sold to Suncor.  Natural gas sales
were made to Kerr McGee and the Company's natural gas liquids were being sold to
Donovan Resources.

     The  market  price for  crude oil is  significantly  affected  by  policies
adopted by the member nations of Organization of Petroleum  Exporting  Countries
("OPEC").   Members  of  OPEC  establish  prices  and  production  quotas  among
themselves  for  petroleum  products  from  time  to time  with  the  intent  of
controlling the current global supply and consequently price levels. The Company
is unable to predict the effect,  if any, that OPEC or other countries will have
on the amount of, or the prices received for, crude oil.

     The market price for natural gas and natural gas liquids can be affected by
supply  and  demand  characteristics  on a local  basis.  Customarily  there are
transportation fees, tap fees and price adjustments paid to pipeline and liquids
buying  companies.  The Company is unable to predict the future prices they will
receive  for their  production  of natural  gas,  natural  gas  liquids  and its
components.

Employees and Offices

     As of October  31,  2013,  the Company  had 4  full-time  employees  and no
part-time employees.

     The  Company's  principal  offices are  located at 1789 W Littleton  Blvd.,
Littleton,  CO 80120. The Company's  offices,  consisting of approximately  2200
square feet, are leased on a month to month basis at a rate of $2,667 per month.
The Company's  Chief Executive  Officer,  Paul Laird, is a partner in the entity
that owns the building.

     The Company is a licensed oil and gas operator in Colorado.

                                  RISK FACTORS

     Investors  should be aware that an investment  in the Company's  securities
involves certain risks,  including those described below,  which could adversely
affect the value of the Company's  common stock.  The Company does not make, nor
has it authorized any other person to make, any representation  about the future
market value of the Company's common stock. In addition to the other information
contained in this report,  the following factors should be considered  carefully
in evaluating an investment in the Company's securities.

     The Company may suffer losses in future periods.  The Company  suffered net
losses of $(842,219) and  $(934,380),  respectively,  during the two years ended
October 31,  2012 and a net loss of  $(1,033,393)  during the nine months  ended
July 31,  2013.  The  Company  had  negative  working  capital  in the amount of
$502,568 at July 31, 2013.

                                       13
The  Company's  failure to obtain  capital  may  restrict  operations.  The
Company  may need  additional  capital  to fund  operating  losses and to expand
business. The Company does not know what the terms of any future capital raising
may be but any future sale of equity  securities  would dilute the  ownership of
existing  stockholders  and  could be at  prices  substantially  below the price
investors  pay for the shares of common stock.  The Company's  failure to obtain
the capital  which is required  may result in the slower  implementation  of the
Company's business plan. There can be no assurance that the Company will be able
to obtain the capital needed.

     Drilling.  Energy exploration is not an exact science,  and involves a high
degree of risk.  The primary  risk lies in the drilling of dry holes or drilling
and completing wells that, though productive, do not produce oil/gas/natural gas
liquids in  sufficient  amounts to return the  amounts  expended  and  produce a
profit.  Hazards,  such as unusual or unexpected formation  pressures,  downhole
fires,  blowouts,  loss of circulation  of drilling  fluids,  malfunctioning  of
separation  plants and systems and other conditions are involved in drilling and
completing  wells and, if such hazards are  encountered,  completion of any well
may  be  substantially  delayed  or  prevented.  In  addition,  adverse  weather
conditions  can hinder or delay  operations,  as can  shortages of equipment and
materials or unavailability of drilling, completion, and/or work-over rigs. Even
though a well is  completed  and is found to be  productive,  water and/or other
substances  may  be  encountered  in the  well,  which  may  impair  or  prevent
production or marketing of oil, gas or gas liquids from the well.

     Exploratory  drilling  involves  substantially  greater economic risks than
development  drilling  because the  percentage  of wells  completed as producing
wells is  usually  less than with  development  drilling.  Exploratory  drilling
itself can involve  varying  degrees of risk and can  generally  be divided into
higher risk  attempts to discover a reservoir in a completely  unproven  area or
relatively lower risk efforts in areas not too distant from existing reservoirs.
While exploration  adjacent to or near existing reservoirs may be more likely to
result in the  discovery of oil, gas and natural gas liquids than in  completely
unproven areas, exploratory efforts are nevertheless high risk activities.

     Although the completion of a well is, to a certain extent,  less risky than
drilling,  the process of  completing  a well is  nevertheless  associated  with
considerable risk. In addition,  even if a well is completed as a producer,  the
well for a variety of reasons may not produce  sufficient  oil in order to repay
the  investment in the well. As a result,  there is  considerable  economic risk
associated with the Company's activities.

     Economic  Factors in Oil,  Gas and  Natural Gas  Liquids  Exploration.  The
acquisition,   exploration  and  development  of  energy  properties,   and  the
production  and sale of oil,  natural gas and natural gas liquids are subject to
many factors which are outside the  Company's  control.  These factors  include,
among others,  general economic conditions,  proximity to pipelines,  oil import
quotas,  supply,  demand,  and  price  of  other  fuels  and the  regulation  of
production,  refining,  transportation,   pricing,  marketing  and  taxation  by
Federal, state, and local governmental authorities.

     Title  Uncertainties.  Interests that the Company may acquire in properties
may be subject to royalty and overriding  royalty  interests,  liens incident to
operating   agreements,   liens  for  current   taxes  and  other   burdens  and
encumbrances,  easements  and other  restrictions,  any of which may subject the
Company to future undetermined expenses. The Company does not intend to purchase
title insurance,  title memos, or title certificates for any leasehold interests

                                       14
it  acquires.  It is  possible  that at some  point  the  Company  will  have to
undertake title work involving  substantial  costs. In addition,  it is possible
that the Company may suffer title failures resulting in significant losses.

     Uninsured  Risks.  The drilling of wells involves hazards such as blowouts,
unusual or  unexpected  formations,  pressures or other  conditions  which could
result in  substantial  losses or  liabilities  to third  parties.  The  Company
intends  to  acquire  adequate  insurance,  or to be named as an  insured  under
coverage acquired by others (e.g., the driller or operator), the Company may not
be insured  against all such losses because such insurance may not be available,
premium  costs may be deemed  unduly high,  or for other  reasons.  Accordingly,
uninsured  liabilities  to third  parties  could  result in the loss of funds or
property.

     Government  Regulation.  The Company's operations are affected from time to
time and in varying degrees by political developments and Federal and state laws
and  regulations  regarding the  development,  production and sale of crude oil,
natural gas and gas liquids.  These regulations  require permits for drilling of
wells and also cover the spacing of wells,  the prevention of waste,  completion
technologies and other matters. Rates of production of oil and gas have for many
years been subject to Federal and state  conservation  laws and  regulations and
the  petroleum  industry  is subject  to  Federal  tax laws.  In  addition,  the
production  of oil,  natural gas and natural gas liquids may be  interrupted  or
terminated by  governmental  authorities  due to ecological,  environmental  and
other   considerations.   Compliance  with  these   regulations  may  require  a
significant  capital  commitment  by and expense to the Company and may delay or
otherwise adversely affect proposed operations.

     From  time to time  legislation  has  been  proposed  relating  to  various
conservation and other measures designed to decrease  dependence on foreign oil.
No prediction can be made as to what  additional  legislation may be proposed or
enacted.  Oil producers may face increasingly  stringent regulation in the years
ahead and a general  hostility towards the oil and gas industry on the part of a
portion of the public  and of some  public  officials.  Future  regulation  will
probably be determined by a number of economic and political  factors beyond the
Company's control or the oil and gas industry.

     Environmental  Laws. The Company's  activities  will be subject to existing
federal  and state laws and  regulations  governing  environmental  quality  and
pollution control.  Compliance with  environmental  requirements and reclamation
laws  imposed  by  Federal,  state,  and  local  governmental   authorities  may
necessitate  significant capital outlays and may materially affect earnings.  It
is impossible to predict the impact of environmental legislation and regulations
(including regulations  restricting access and surface use) on operations in the
future  although   compliance  may  necessitate   significant  capital  outlays,
materially  affect  earning  power or cause  material  changes in the  Company's
intended  business.  In  addition,  the  Company  may be  exposed  to  potential
liability for pollution and other damages.

     Disclosure  requirements pertaining to penny stocks may reduce the level of
trading activity in the Company's securities and investors may find it difficult
to sell their shares.  Trades of Diversified's  common stock are subject to Rule
15g-9 of the  Securities  and Exchange  Commission,  which rule imposes  certain
requirements  on  broker/dealers  who  sell  securities  subject  to the rule to
persons  other  than  established  customers  and  accredited   investors.   For

                                       15
transactions   covered  by  the  rule,   brokers/dealers  must  make  a  special
suitability  determination  for  purchasers  of the  securities  and receive the
purchaser's  written  agreement to the transaction prior to sale. The Securities
and Exchange Commission also has rules that regulate broker/dealer  practices in
connection  with  transactions  in "penny  stocks".  Penny stocks  generally are
equity  securities  with a price  of less  than  $5.00  (other  than  securities
registered  on certain  national  securities  exchanges  or quoted on the NASDAQ
system,  provided  that  current  price and volume  information  with respect to
transactions in that security is provided by the exchange or system).  The penny
stock rules require a broker/  dealer,  prior to a transaction  in a penny stock
not otherwise  exempt from the rules, to deliver a standardized  risk disclosure
document prepared by the Commission that provides information about penny stocks
and the nature and level of risks in the penny stock market.  The  broker/dealer
also must provide the customer  with  current bid and offer  quotations  for the
penny stock,  the compensation of the  broker/dealer  and its salesperson in the
transaction,  and monthly  account  statements  showing the market value of each
penny stock held in the customer's  account.  The bid and offer quotations,  and
the broker/dealer and salesperson compensation information, must be given to the
customer  orally or in writing  prior to effecting the  transaction  and must be
given to the customer in writing before or with the customer's confirmation.

                     MARKET FOR THE COMPANY'S COMMON STOCK.

     There has never been a market for the Company's common stock and, as of the
date of this report, all of the Company's common stock was owned by Diversified.

     Since  November  2012,  Diversified's  common  stock has been quoted on the
OTCQB  tier  of  the  OTC  Markets  Group  under  the  symbol  "DDRI."  However,
Diversified's common stock did not begin to trade until July 2013. The following
shows the reported high and low prices for Diversified's  common stock, based on
information  provided by the OTCQB, for the three months ended October 31, 2013.
The  over-the-counter  market quotations reflect  inter-dealer  prices,  without
retail mark-up, mark-down or commission and may not necessarily represent actual
transactions.

            Quarter Ended           High              Low
            -------------           ----              ---

            October 31, 2013        $1.20             $0.70

     Holders of Diversified's  common stock are entitled to receive dividends as
may be declared by the Board of Directors.  Diversified's  Board of Directors is
not  restricted  from paying any  dividends  but is not  obligated  to declare a
dividend.  No cash dividends  have ever been declared and it is not  anticipated
that cash dividends will ever be paid.  Diversified  currently intends to retain
any future earnings to finance future growth.  Any future  determination  to pay
dividends will be at the discretion of the board of directors and will depend on
Diversified's financial condition,  results of operations,  capital requirements
and other factors the board of directors considers relevant.

     Diversified's Articles of Incorporation authorize the Board of Directors to
issue up to 50,000,000 shares of preferred stock. The provisions in the Articles
of  Incorporation  relating  to the  preferred  stock allow  directors  to issue
preferred  stock with multiple  votes per share and dividend  rights which would
have  priority  over any  dividends  paid with  respect to the holders of common
stock. The issuance of preferred stock with these rights may make the removal of

                                       16
management  difficult  even if the removal  would be  considered  beneficial  to
shareholders  generally,  and  will  have the  effect  of  limiting  shareholder
participation in certain  transactions such as mergers or tender offers if these
transactions are not favored by management.

     As  of  the  date  of  this  report,   Diversified  had   approximately 120
shareholders of record and 17,128,117  outstanding shares of common stock, which
amounts reflect the acquisition of the Company by Diversified.

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

     The following  discussion  should be read in conjunction with the Company's
financial statements included as part of this report.

     The  Company was  incorporated  in  Colorado  in 2000,  but was  relatively
inactive until December 2010.

     On November 21, 2013 Diversified acquired 100% of the outstanding shares of
the Company in exchange for 14,558,150 shares of Diversified's common stock.

     Although  from a legal  standpoint,  Diversified  acquired  the  Company on
November 21, 2013,  for  financial  reporting  purposes the  acquisition  of the
Company  constituted a  recapitalization,  and the acquisition was accounted for
similar to a reverse  merger,  whereby the  Company was deemed to have  acquired
Diversified.

Results of Operations

     Material  changes in the  Company's  Statement of  Operations  for the year
ended  October 31, 2012 and the nine months ended July 31, 2013,  as compared to
the same periods in the prior year, are discussed below:

                             October 31, 2012
                               Increase (I)
     Item                   or Decrease (D)    Reason
     ----                   ---------------    ------

     Operating revenues            D            Decrease in consulting revenue
                                                of $65,698 offset by an increase
                                                in oil and gas revenues of
                                                $3,584.
     General and administrative
         Expenses                  D            Decrease in officer compensation
                                                offset by increases in
                                                consulting and other fees.

     Abandonments                  D            The Company abandoned properties
                                                in fiscal 2012.

                                       17
July 31, 2013
                                Increase (I)
      Item                    or Decrease (D)   Reason
      ----                    ---------------   ------

      Operating revenues           D            Decreased oil and gas production

      Operating expenses           I            Increased lease operating
                                                expenses as a result of new
                                                activity in the Garcia Field.

      Loss on debt
        extinguishment             I            Isolated transaction during the
                                                current nine month period.

      Loss on disposition
        of assets                  I            Sale  of   equipment originally
                                                purchased  for the Garcia  Field
                                                which  did not  perform  up to
                                                expectations and was sold at a
                                                loss.

      Interest                                  expense I Increase in
                                                outstanding debt during the
                                                current nine month period.

     During the nine months ended July 31, 2013,  the Company  produced 205 bbls
of oil, 21,937 gallons of natural gas liquids, and 2,330 mcf of natural gas.

     The factors that will most  significantly  affect future operating  results
will be:

     o    the sale prices of crude oil;

     o    the amount of production  from oil, gas and gas liquids wells in which
          the Company has an interest;

     o    lease operating expenses;

     o    the  availability of drilling rigs,  drill pipe and other supplies and
          equipment required to drill and complete oil wells; and

     o    corporate overhead costs.

     Revenues will also be  significantly  affected by the Company's  ability to
maintain and increase oil, gas and natural gas liquids production.

     Other than the foregoing the Company does not know of any trends, events or
uncertainties  that have had, or are  reasonably  expected  to have,  a material
impact on revenues or expenses.

                                       18
Liquidity and Capital Resources

      The Company's sources and (uses) of funds for the two years ended October
31, 2012 and 2011 are shown below:

                                             Year Ended           Year Ended
                                           October 31, 2012    October 31, 2011
                                           ----------------    ----------------

   Cash used in operations                   $(451,168)          $(422,371)
   Drilling and completion costs             $(251,581)          $  (2,710)
   Purchase of furniture and equipment       $  (3,122)          $      --
   Sale of common stock                      $ 350,000           $ 635,000
   Loans (net of repayments)                 $ 289,938           $(191,243)

     The  Company's  sources and (uses) of funds for the nine months  ended July
31, 2013 and July 31, 2012 are shown below:

                                       Nine Months Ended   Nine Months Ended
                                         July 31, 2013        July 31, 2012
                                       -----------------   -----------------

   Cash used in operations                $(494,756)        $(361,385)
   Purchase of oil and gas properties     $ (39,237)        $(241,629)
   Purchase of equipment                  $ (61,319)
   Sale of equipment                      $  24,700                --
   Sale of common stock                   $ 742,013          $350,000
   Loans (net of repayments)              $  18,521          $289,938

     As of October 31, 2013,  operating expenses were approximately  $41,000 per
month, which amount includes salaries and other corporate overhead, but excludes
lease operating, exploration, depreciation and interest expenses.

     See Notes 4 and 5 to the October 31, 2012 financial statements, and Notes 2
and 3 to the  July  31,  2013  financial  statements,  included  as part of this
report, for information concerning the Company's outstanding loans.

                                       19
The Company estimates its capital requirements for the twelve months ending
October 31, 2014 are as follows:

     o    Drilling, completing, and fracturing wells    $  1,740,000
     o    Install gathering line (1)                    $    150,000
     o    Seismic work                                  $    120,000

(1)  If  installed,  the line will  transport gas from the new wells the Company
     plans  to  drill  and  complete  in  the  Garcia  field  to  the  Company's
     refrigeration/compression plant.

     Any cash generated by operations, after payment of general,  administrative
and lease operating expenses, will be used to drill and, if warranted,  complete
oil/gas/ngl wells,  acquire oil and gas leases covering lands which are believed
to be favorable for the production of oil, gas, and natural gas liquids,  and to
fund working  capital  reserves.  The Company's  capital  expenditure  plans are
subject to periodic  revision based upon the  availability of funds and expected
return on investment.

     It is expected  that the  Company's  principal  source of cash flow will be
from the sale of crude  oil,  natural  gas and  natural  gas  liquids  which are
depleting assets. Cash flow from the sale of oil/gas/ngl production depends upon
the  quantity  of  production  and the price  obtained  for the  production.  An
increase in prices will  permit the Company to finance  operations  to a greater
extent with internally  generated  funds, may allow the Company to obtain equity
financing more easily or on better terms. However,  price increases heighten the
competition   for  oil  prospects,   increase  the  costs  of  exploration   and
development,  and,  because of  potential  price  declines,  increase  the risks
associated  with the purchase of producing  properties  during times that prices
are at higher levels.

     A decline in  hydrocarbon  prices (i) will  reduce  cash flow which in turn
will reduce the funds available for exploring for and replacing  reserves,  (ii)
will increase the  difficulty of obtaining  equity and debt financing and worsen
the terms on which such financing may be obtained,  (iii) will reduce the number
of prospects which have reasonable economic terms, (iv) may cause the Company to
permit  leases to expire based upon the value of potential  reserves in relation
to the costs of exploration, (v) may result in marginally productive wells being
abandoned as  non-commercial,  and (vi) may increase the difficulty of obtaining
financing. However, price declines reduce the competition for oil properties and
correspondingly reduce the prices paid for leases and prospects.

     The  Company  plans to  generate  profits  by  acquiring,  drilling  and/or
completing  productive  wells.  However,  the Company  plans to obtain the funds
required  to drill,  and if  warranted,  complete  new  wells  with any net cash
generated by operations,  through the sale of securities,  from loans from third
parties or from third parties  willing to pay the Company's share of the cost of
drilling and  completing  the wells as  partners/participants  in the  resulting
wells. The Company does not have any commitments or arrangements from any person
to provide it with any additional capital.  The Company may not be successful in
raising  the capital  needed to drill oil wells.  Any wells which may be drilled
may not produce oil.

                                       20
Other than as disclosed above, the Company does not know of any:

     o    Trends, demands, commitments, events or uncertainties that will result
          in, or that are reasonably  likely to result in, any material increase
          or decrease in liquidity; or

     o    Significant changes in expected sources and uses of cash.

Contractual Obligations

     The Company's  material  future  contractual  obligations as of October 31,
2012 were as follows:

   Description            Total        2014      2015        2016     Thereafter
   -----------            -----        ----      ----        ----     ----------

   Repayment of loans   $458,696    $318,890      --       $139,800         --

      The Company's material future contractual obligations as of July 31, 2013
were as follows:

   Description            Total        2014      2015        2016     Thereafter
   -----------            -----        ----      ----        ----     ----------

   Repayment of loans   $417,216    $318,642  $ 82,659      $4,918     $10,997

Critical Accounting Policies and New Accounting Pronouncements

     See Note 1 to the financial  statements included as part of this report for
a description of the Company's  critical  accounting  policies and the potential
impact of the adoption of any new accounting pronouncements.

                                   MANAGEMENT

     Diversified's  current  officers and directors are listed below.  Directors
are generally elected at an annual  shareholders'  meeting and hold office until
the next annual shareholders' meeting, or until their successors are elected and
qualified.  Executive officers are elected by directors and serve at the board's
discretion.

      Name                  Age        Position

      Paul Laird             57        Chief  Executive  Officer,  Principal
                                       Financial and Accounting Officer and a
                                       Director
      Duane Bacon            76        Chief Operating Officer and a Director
      Roger May              57        Director
      Albert McMullin        56        Director
      Philip F. Grey         60        Director

     On November 21, 2013 Diversified acquired all of the outstanding  shares of
the Company in exchange for 14,558,150 shares of the Diversified's common stock.

                                       21
In connection  with this  transaction,  Paul Laird,  Duane Bacon,  Roger May and
Albert McMullin were appointed officers and/or directors of Diversified.

     The principal  occupations of the Company's  officers and directors  during
the past several years are as follows:

     Paul Laird was appointed as the Chief  Executive  Officer and a director of
Diversified  on  November  21,  2013.  Since  1997 Mr.  Laird has been the Chief
Executive Officer and a Director of the Company. Between 2004 and 2009 Mr. Laird
was the Chief Executive Officer of New Frontier Energy,  Inc. Mr. Laird has over
30 years of experience in the Rocky Mountain oil and gas industry.

     Duane Bacon was appointed as the Chief Operating  Officer and a director of
Diversified  on November 21, 2013.  Since 2000, Mr. Bacon has been the President
of Energy Oil and Gas, Inc. a private exploration and production company located
in Longmont, Colorado.

     Roger May was  appointed a director of  Diversified  on November  21, 2013.
Between 2010 and 2013, Mr. May was a director of Natural Resource Group.

     Albert  McMullin was  appointed a director of  Diversified  on November 21,
2013. He has been a director of NRG since 2011.  Since 2010 he has been a senior
vp foucing on enhance oil recovery in California and Texas. He has over 35 years
of experience in the energy field and has worked for Exxon,  Atlantic  Richfield
and  United  Gas  Pipeline.   He  has  built  several  oil  companies  which  he
successfully monetized.

     Philip F. Grey has been a director  of  Diversified  since  July 24,  2012.
Between July 24, 2012 and November 21,  2013, Mr. Grey was  Diversified's  only
officer.  Since 2010,  Mr. Grey has been  employed as a consultant by Securities
Logistics  Legal  Group.  From  March 2008 to 2010,  Mr.  Grey was  employed  at
Velocity Capital Advisors, a company he founded, to act as an introducing broker
for futures,  commodities and forex  business.  Prior to 2008, Mr. Grey was Vice
President of Institutional  Sales for Accuvest,  Inc., a futures and commodities
firm located in southern California.

     The basis for the  conclusion  that each  current  director is qualified to
serve as a director is shown below.

      Name                    Reason
      ----                    ------

      Paul Laird              Oil and gas exploration and development experience
      Duane Bacon             Oil and gas exploration and development experience
      Roger May               Investment banking experience
      Albert McMullin         Oil and gas exploration and development experience
      Philip F. Grey          Investment banking experience

     Philip  F.  Grey and  Albert  McMullin  are the  members  of the  Company's
compensation  committee.  The Board of Directors  serves as the Company's  audit
committee.

                                       22
Mr.  McMullin,  and Mr.  Grey are  independent,  as that term is defined in
Section 803 A(2) of the NYSE MKT Company  Guide.  Mr. Grey acts as the Company's
financial expert.

     The Company has not adopted a code of ethics  applicable  to its  principal
executive,  financial and  accounting  officers and persons  performing  similar
functions.

Executive Compensation

     The following table summarizes the  compensation  received by the Company's
principal  executive and financial  officers  during the two years ended October
31, 2013.
Restricted             Other
                                               Stock    Option     Annual
Name and             Fiscal   Salary   Bonus   Awards   Awards  Compensation
Principal Position     Year     (1)     (2)      (3)      (4)       (5)         Total
-------------------------------------------------------------------------------------
                                 $                                                $

Paul Laird             2013  150,000     --      --       --        445        150,445
Chief Executive
     Officer           2012  150,000     --      --       --        791        150,791

Duane Bacon            2013   66,000     --      --       --        445         66,445
Chief Operating
     Officer           2012   66,000     --      --       --        791         66,791
(1)  The dollar value of base salary (cash and non-cash) earned.

(2)  The dollar value of bonus (cash and non-cash) earned.

(3)  The value of the shares of  restricted  stock  issued as  compensation  for
     services computed in accordance with ASC 718 on the date of grant.

(4)  The value of all stock options  computed in accordance  with ASC 718 on the
     date of grant.

(5)  All other compensation  received that could not be properly reported in any
     other column of the table.

     The following  shows the amounts the Company expects to pay to its officers
and directors during the twelve months ending October 31, 2014 and the amount of
time these persons expect to devote to the Company.

                                                 Percent of Time
                            Projected          to be Devoted to the
      Name                 Compensation         Company's Business
      ----                 ------------        --------------------

      Paul Laird            $150,000                    100%
      Duane Bacon           $ 66,000                    100%

     The Company has an employment  agreement  with Paul Laird.  Pursuant to the
agreement,  the Company will pay Mr.  Laird  $12,500 per month.  The  employment
agreement  with Mr. Laird can be  terminated at any time by either party without
cause.

                                       23
The Company has an employment  agreement with Duane Bacon.  Pursuant to the
agreement,  the Company will pay Mr. Bacon $5,500 per month.  The agreement with
Mr. Bacon is terminable at any time without cause.

     Stock  Option and Stock Bonus  Plans.  The Company  does not have any stock
option  plans  although  the  Company may adopt one or more of such plans in the
future.

     Long-Term  Incentive  Plans.  The Company  does not provide its officers or
employees with pension, stock appreciation rights or long-term incentive plans.

     Employee  Pension,  Profit Sharing or other  Retirement  Plans. The Company
does  not  have a  defined  benefit,  pension  plan,  profit  sharing  or  other
retirement plan, although the Company may adopt one or more of such plans in the
future.

     Other  Arrangement's.  The Company  has granted  Paul Laird and Duane Bacon
each a 1% overriding royalty on the Company's leases in the Garcia Field. In the
discretion  of the  Company's  directors,  the Company  may in the future  grant
overriding royalty interests to other persons.

     Compensation  of Directors  During Year Ended October 31, 2013.  During the
year ended October 31, 2013,  the Company did not  compensate  its directors for
acting as such.

Related Party Transactions

     In December 2010 the Company  acquired oil and gas  properties  from Energy
Oil and Gas,  Inc.  for  2,500,000  shares of the  Company's  common stock and a
promissory note in the principal amount of $360,000. Duane Bacon, an officer and
director of the Company, controls Energy Oil and Gas, Inc.

     In  connection  with the  acquisition  of the Company by  Diversified,  the
following officers and directors  received shares of Diversified's  common stock
in the amounts shown below.

            Name                      Number of  Shares
            ----                      -----------------

            Paul Laird                  3,135,642
            Duane Bacon                 2,020,531
            Roger May                     412,174 (1)
            Albert McMullin               106,793

(1)  Mr. May  received  128,498  shares of  Diversified's  common  stock for his
     services in arranging the acquisition of the Company by Diversified.

                             PRINCIPAL SHAREHOLDERS

     The following table shows the beneficial  ownership of Diversified's common
stock,  as of November 21, 2013,  and after giving effect to the  acquisition of
the Company, by (i) each person whom Diversified knows beneficially owns more

                                       24
than  5%  of  the  outstanding   shares  of  its  common  stock,  (ii)  each  of
Diversified's officers,  (iii) each of Diversified's directors, and (iv) all the
officers and directors as a group.  Unless otherwise  indicated,  each owner has
sole  voting  and  investment  powers  over his shares of common  stock.  Unless
otherwise  indicated,  beneficial ownership is determined in accordance with the
Rule  13d-3  promulgated  under the  Securities  and  Exchange  Act of 1934,  as
amended,  and  includes  voting  or  investment  power  with  respect  to shares
beneficially owned.

      Name and Address              Number of Shares        Percentage
      of Beneficial Owner          Beneficially Owned        of Class
      -------------------          ------------------       ----------

      Paul Laird                       3,135,642              18.3%
      1789 w. Littleton Blvd
      Littleton, CO  80120

      Duane Bacon                      2,020,531 (1)          11.8%
      5982 Heather Way
      Longmont, CO  80503

      Roger May                          540,672               3.2%
      2780 Indiana Street
      Golden, CO  80401

      Albert McMullin                    106,793 (2)           .06%
      4501 Merrie Lane
      Belaire, TX  77401

      Frank Grey                          50,000               .03%
      2114 Ridge Plaza Drive
      Castle Rock, CO  80108

      All officers and directors       ---------              --------
       as a group (five persons).      5,853,638                  34%
                                       =========              ========

(1)  Shares are held in the name of Energy Oil and Gas, a company  controlled by
     Mr. Bacon.

(2)  Shares are held in the name of partnerships controlled by Mr. McMullin.

                     RECENT SALES OF UNREGISTERED SECURITIES

     The  following  lists all sales of the  Company's  common  stock during the
three years ended October 31, 2013.

     On October  18,  2010,  the  Company  sold  208,820  shares of its Series A
preferred stock to 1 person for $50,000 in cash.

                                       25
On December 22, 2010,  the Company  issued  2,500,000  shares of its common
stock to Energy Oil and Gas,  Inc.  in  exchange  for certain oil and gas assets
valued at $2,500,000.

     Between  February 27, 2011,  and September 6, 2011 the Company sold 660,000
shares of its common stock to twelve persons for $660,000 in cash.

     During the year ended October 31, 2012,  the Company sold 350,000 shares of
its common stock to eleven persons for $350,000 in cash.

     In May and June 2013, the Company issued 395,877 shares of its common stock
to one person to settle $65,240 of accounts payable.

     During the nine months ended July 31, 2013, the Company sold 785,000 shares
of its common stock to 22 persons for $785,000 in cash.

     In May 2013, the Company's  Series A preferred stock (held by 1 person) was
converted into 208,820 shares of the Company's common stock.

     Subsequent  to July 31, 2013,  the Company sold 74,750 shares of its common
stock to four persons for $74,750.

     The Company relied upon the exemption from registration provided by Section
4(2) of the  Securities Act of 1933 with respect to the sale and issuance of the
shares described  above.  The purchasers of these securities were  sophisticated
investors who were provided full  information  regarding the Company's  business
and operations.  There was no general  solicitation in connection with the offer
or sale of these  shares.  The  purchasers  acquired  the  shares  for their own
accounts. The shares cannot be sold unless pursuant to an effective registration
statement or an exemption from registration.

                            DESCRIPTION OF SECURITIES

Common Stock

     Diversified  is  authorized  to issue  450,000,000  shares of common stock.
Holders of common  stock are each  entitled to cast one vote for each share held
of record on all matters  presented to  shareholders.  Cumulative  voting is not
allowed; hence, the holders of a majority of Diversified's outstanding shares of
common stock can elect all directors.

     Holders of common stock are  entitled to receive  such  dividends as may be
declared  by the  Board  out of funds  legally  available  and,  in the event of
liquidation, to share pro rata in any distribution of the Company's assets after
payment of liabilities.  Diversified's  directors are not obligated to declare a
dividend.  It is not anticipated  that dividends will be paid in the foreseeable
future.

     Holders of common stock do not have  preemptive  rights to subscribe to any
additional  shares which may be issued in the future.  There are no  conversion,
redemption,  sinking fund or similar provisions  regarding the common stock. All
outstanding shares of common stock are fully paid and nonassessable.

                                       26
Preferred Stock

     Diversified is authorized to issue  50,000,000  shares of preferred  stock.
Shares of preferred  stock may be issued from time to time in one or more series
as may  be  determined  by  the  Board  of  Directors.  The  voting  powers  and
preferences,  the  relative  rights of each such series and the  qualifications,
limitations and  restrictions of each series will be established by the Board of
Directors. Diversified's directors may issue preferred stock with multiple votes
per share and dividend  rights which would have priority over any dividends paid
with  respect to the holders of  Diversified's  common  stock.  The  issuance of
preferred  stock with these rights may make the removal of management  difficult
even if the removal would be considered  beneficial to  shareholders  generally,
and will have the effect of limiting  shareholder  participation in transactions
such as  mergers  or tender  offers if these  transactions  are not  favored  by
management.  As of the date of this  prospectus  Diversified  had not issued any
shares of preferred stock.

Transfer Agent and Registrar

            Diversified's transfer agent is:

            Transhare
            4626 S. Broadway
            Englewood, CO  80113
            Phone: 303-662-1112
            Fax: 303-662-1113

                                LEGAL PROCEEDINGS

     Neither the Company nor  Diversified  is involved in any legal  proceedings
and neither the Company nor Diversified know of any legal  proceedings which are
threatened or contemplated.

                                 INDEMNIFICATION

     The Company's  Bylaws  authorize  indemnification  of a director,  officer,
employee  or agent  against  expenses  incurred  by him in  connection  with any
action, suit, or proceeding to which he is named a party by reason of his having
acted or served in such capacity,  except for  liabilities  arising from his own
misconduct  or  negligence  in  performance  of his duty.  In  addition,  even a
director,  officer, employee, or agent found liable for misconduct or negligence
in the  performance of his duty may obtain such  indemnification  if, in view of
all the circumstances in the case, a court of competent jurisdiction  determines
such person is fairly and  reasonably  entitled to  indemnification.  Insofar as
indemnification  for liabilities arising under the Securities Act of 1933 may be
permitted to the Company's directors,  officers, or controlling persons pursuant
to these  provisions,  the Company has been  informed that in the opinion of the
Securities  and Exchange  Commission,  such  indemnification  is against  public
policy as expressed in the Act and is therefore unenforceable.

                                       27
GLOSSARY OF OIL AND GAS TERMS

     DEVELOPED ACREAGE.  The number of acres that are allocated or assignable to
productive wells or wells capable of production.

     DISPOSAL  WELL. A well employed for the  reinjection of salt water produced
with oil into an underground formation.

     HELD BY  PRODUCTION.  A provision  in an oil,  gas and  mineral  lease that
perpetuates an entity's right to operate a property or concession as long as the
property or concession produces a minimum paying quantity of oil or gas.

     INJECTION  WELL. A well  employed  for the  injection  into an  underground
formation of water, gas or other fluid to maintain  underground  pressures which
would otherwise be reduced by the production of oil or gas.

     LANDOWNER'S ROYALTY. A percentage share of production, or the value derived
from production,  which is granted to the lessor or landowner in the oil and gas
lease, and which is free of the costs of drilling,  completing, and operating an
oil or gas well.

     LEASE. Full or partial  interests in an oil and gas lease,  authorizing the
owner thereof to drill for,  reduce to  possession  and produce oil and gas upon
payment of rentals,  bonuses and/or royalties.  Oil and gas leases are generally
acquired from private landowners and federal and state governments.  The term of
an oil and gas lease  typically  ranges  from  three to ten  years and  requires
annual lease rental  payments of $1.00 to $2.00 per acre.  If a producing oil or
gas well is drilled on the lease prior to the expiration of the lease, the lease
will generally  remain in effect until the oil or gas  production  from the well
ends. The owner of the lease is required to pay the owner of the leased property
a royalty which is usually  between 12.5% and 16.6% of the gross amount received
from the sale of the oil or gas produced from the well.

     LEASE  OPERATING  EXPENSES.  The  expenses of  producing  oil or gas from a
formation,  consisting of the costs  incurred to operate and maintain  wells and
related equipment and facilities, including labor costs, repair and maintenance,
supplies, insurance, production, severance and other production excise taxes.

     NET ACRES OR WELLS.  A net well or acre is deemed to exist  when the sum of
fractional  ownership  working interests in gross wells or acres equals one. The
number  of net  wells or acres is the sum of the  fractional  working  interests
owned in gross wells or acres expressed as whole numbers and fractions.

     NET  REVENUE  INTEREST.  A  percentage  share of  production,  or the value
derived from production,  from an oil or gas well and which is free of the costs
of drilling, completing and operating the well.

     OVERRIDING ROYALTY. A percentage share of production,  or the value derived
from  production,  which  is free  of all  costs  of  drilling,  completing  and

                                       28
operating an oil or gas well,  and is created by the lessee or working  interest
owner  and paid by the  lessee  or  working  interest  owner to the owner of the
overriding royalty.

            PRODUCING PROPERTY. A property (or interest therein) producing oil
or gas in commercial quantities or that is shut-in but capable of producing oil
or gas in commercial quantities. Interests in a property may include working
interests, production payments, royalty interests and other non-working
interests.

     PROSPECT.  An area in which a party owns or intends to acquire  one or more
oil  and  gas  interests,  which  is  geographically  defined  on the  basis  of
geological  data and which is  reasonably  anticipated  to  contain at least one
reservoir of oil, gas or other hydrocarbons.

     PROVED RESERVES.  Proved oil and gas reserves are the estimated  quantities
of  crude  oil,  natural  gas and  natural  gas  liquids  which  geological  and
engineering  data  demonstrate  with  reasonable  certainty to be recoverable in
future  years  from known  reservoirs  under  existing  economic  and  operating
conditions (prices and costs held constant as of the date the estimate is made).

     SHUT-IN  WELL. A well which is capable of producing oil or gas but which is
temporarily not producing due to mechanical problems or a lack of market for the
well's oil or gas.

     UNDEVELOPED  ACREAGE.  Lease acres on which wells have not been  drilled or
completed to a point that would permit the  production of commercial  quantities
of oil and gas  regardless  of  whether  or not  such  acreage  contains  proved
reserves.  Undeveloped  acreage  should not be confused with  undrilled  acreage
which is "Held by Production" under the terms of a lease.

     WORKING  INTEREST.  A  percentage  of  ownership  in an oil and  gas  lease
granting  its owner the right to  explore,  drill and produce oil and gas from a
tract of property.  Working interest owners are obligated to pay a corresponding
percentage  of the cost of leasing,  drilling,  producing  and operating a well.
After royalties are paid, the working  interest also entitles its owner to share
in  production  revenues  with  other  working  interest  owners,  based  on the
percentage of the working interest owned.

                             AVAILABLE INFORMATION

     Diversified is subject to the  requirements  of the Securities and Exchange
Act of 1934 and is  required  to file  reports  and other  information  with the
Securities  and  Exchange  Commission.  Copies  of any such  reports  and  other
information  filed by  Diversified  can be read and  copied at the  Commission's
Public Reference Room at 100 F Street, N.E., Washington,  D.C. 20549. The public
may obtain  information on the operation of the Public Reference Room by calling
the  Commission  at  1-800-SEC-0330.  The SEC  maintains  an internet  site that
contains  reports,  proxy and  information  statements,  and  other  information
regarding public companies. The address of the site is http://www.sec.gov.

                                       29
DIVERSIFIED RESOURCES, INC.
                              Financial Statements
NATURAL RESOURCE GROUP, INC.

                              FINANCIAL STATEMENTS

                  FOR THE YEAR ENDED OCTOBER 31, 2013 AND 2012
TABLE OF CONTENTS
                                                                  Page

                                                                  -----

 Report of Independent Registered Public Accounting Firm          F-1

 Consolidated Financial Statements
  Balance Sheets                                                  F-2
  Statements of Operations                                        F-3
  Statement of Changes in Stockholders' Equity                    F-4
  Statements of Cash Flows                                        F-5

 Notes to Consolidated Financial Statements                       F-6
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Natural Resources Group, Inc.
Littleton, Colorado

We have  audited  the  balance  sheets of Natural  Resources  Group,  Inc.  (the
"Company")  as of October  31,  2012 and 2011,  and the  related  statements  of
operations,  stockholders'  equity,  and cash  flows for each of the years  then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to  express  an  opinion  on the  financial
statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our  opinion,  the  financial  statements  present  fairly,  in all  material
respects,  the financial position of Natural Resources Group, Inc. as of October
31, 2012 and 2011, and the results of their  operations and their cash flows for
each of the years then ended, in conformity with accounting principles generally
accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  As discussed in Note 1, the Company
has losses from continuing  operations and has a working capital deficit.  These
factors  raise  substantial  doubt  about its  ability  to  continue  as a going
concern.  Management's  plans in regard to these  matters are also  described in
Note 1. The  financial  statements  do not  include any  adjustments  that might
result from the outcome of this uncertainty.

/s/ MaloneBailey, LLP
www.malone-bailey.com
Houston, Texas
November 21, 2013

                                       F-1
Natural Resource Group, Inc.
                           BALANCE SHEETS

                                            October 31,   October 31,
                                               2012          2011
                                            ------------  ------------
                     ASSETS
CURRENT ASSETS

    Cash                                     $    1,051   $    66,984
    Accounts receivable, trade                   14,281         8,729
    Prepaid expenses                              5,703             -
                                            ------------  ------------
        Total current assets                     21,035        75,713
                                            ------------  ------------

LONG-LIVED ASSETS
    Property and Equipment, net of
    accumulated depreciation

         of $1,494 and $346                       2,632           658
    Oil and gas properties - proved
    (successful efforts method)
          net of accumulated depletion
    of $41,567 and $16,412                    2,607,585     2,518,558
    Oil and gas properties - unproved
    (successful efforts method)                       -       120,000
                                            ------------  ------------
        Total assets
                                             $ 2,631,252   $ 2,714,929
                                            ============  ============
          LIABILITIES AND STOCKHOLDERS'
                     EQUITY

CURRENT LIABILITIES

    Accounts payable                         $   89,017    $   13,892
    Accounts payable, related party              92,295        47,628
    Accrued interest                              4,605             -
    Accrued interest, related party               8,233         1,516
    Accrued expenses                            172,013       108,259
                                            ------------  ------------
        Total current liabilities               366,163       171,295
                                            ------------  ------------

LONG TERM LIABILITIES

    Long term debt, related party               139,800       168,757
    Long term debt                              223,386             -
    Asset retirement obligation                 203,889       184,644

COMMITMENTS AND CONTINGENT LIABILITIES                -             -

STOCKHOLDERS' EQUITY
    Preferred stock, $0.2394 par value
    20,000,000 shares authorized:
      Series A Convertible, 1,044,101
      shares authorized
        208,820 shares issued and
        outstanding                              49,992        49,992
    Common stock, $0.0001 par value,
    80,000,000 shares authorized,                                   -
      13,093,704 and 12,743,704 shares
      issued and outstanding                      1,309         1,274

    Additional paid in capital                3,484,763     3,134,798
    Accumulated deficit                      (1,838,050)     (995,831)
                                            ------------  ------------
        Total stockholders' equity
                                              1,698,014     2,190,233
                                            ------------  ------------
        Total liabilities and
        stockholders' equity                 $2,631,252    $2,714,929
                                            ============  ============

               See accompanying notes to the financial statements.

                                       F-2
Natural Resource Group, Inc.
                           STATEMENTS OF OPERATIONS

                                                   Years Ended
                                         October 31,          October 31,
                                             2012                2011
                                      ------------------- --------------------
Operating revenues
   Oil and gas sales                        $    79,104         $     75,520

   Consulting fees                                    -               65,698
                                      ------------------- --------------------
                                                 79,104              141,218

Operating expenses
   Exploration costs, including
   dry holes                                     69,718               57,600
   Lease operating expenses                     117,357              105,600
   General and administrative                   497,258              855,992
   Depreciation expense                           1,148                  200
   Depletion expense                             25,155               16,412
   Accretion expense                             19,245               14,497
   Abandonments                                 120,798                    -
                                      ------------------- --------------------
     Total operating expenses
                                                850,679            1,050,301
                                      ------------------- --------------------

(Loss) from operations                         (771,575)            (909,083)
                                      ------------------- --------------------
Other income (expense)
   Interest expense                             (70,644)             (25,297)
                                      ------------------- --------------------

     Other income (expense), net                (70,644)             (25,297)
                                      ------------------- --------------------
Net (loss)                                 $   (842,219)        $   (934,380)
                                      =================== ====================
Net (loss) per common share
   Basic and diluted                        $     (0.06)        $      (0.08)
                                      =================== ====================
Weighted average shares outstanding
   Basic and diluted                         12,966,006           12,006,485
                                      =================== ====================

             See accompanying notes to the financial statements.

                                       F-3
Natural Resource Group, Inc.
                            STATEMENTS OF CASH FLOWS

                                                            Years Ended
                                                     October 31,  October 31,
                                                        2012         2011
                                                     ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:

       Net (loss)                                      (842,219)    (934,380)
       Adjustments to reconcile net (loss) to net
       cash
             (used in) operating activities:
                   Abandonments                         120,798            -
                   Depreciation expense                   1,148          200
                   Depletion expense                     25,155       16,412
                   Accretion expense                     19,245       14,497
                   Amortization of discount on
                   notes payable                         41,090            -
                   Assignment of net profits
                   interest                                   -      377,887
                   (Increase) decrease in assets:
                             Accounts receivable,
                             trade                       (5,552)      (8,729)
                             Prepaid expense             (5,703)           -
                   Increase (decrease) in
                   liabilities:
                             Accounts payable            75,125       13,892
                             Accounts payable -
                             related parties             51,384       (5,409)
                             Accrued expenses            68,361      103,259
                                                     ------------ ------------
             Net cash (used in) operating
             activities                                (451,168)    (422,371)
                                                     ------------ ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Cash paid for oil and gas properties            (251,581)      (2,710)
       Cash paid for purchase of fixed assets            (3,122)           -
                                                     ------------ ------------
             Net cash (used in) investing
             activities                                (254,703)      (2,710)
                                                     ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
       Proceeds from sale of common stock               350,000      635,000
       Payments on related party notes payable          (28,957)    (191,243)
       Proceeds from notes payable                      320,000            -
       Payments on notes payable                         (1,105)           -
                                                     ------------ ------------
             Net cash provided by financing
             activities                                 639,938      443,757
                                                     ------------ ------------
INCREASE (DECREASE) IN CASH                             (65,933)      18,676
BEGINNING BALANCE                                        66,984       48,308
                                                     ------------ ------------
ENDING BALANCE                                            1,051       66,984
                                                     ============ ============
Cash paid for income taxes                                    -            -
                                                     ============ ============
Cash paid for interest
                                                         16,232       23,781
                                                     ============ ============

                                       F-4
Supplemental schedule of non-cash investing and
       financing activities:
             Assignment of net profits interest
             in note payable agreement                 136,599             -
             Assumption of asset retirement
             obligation                                      -        170,147
             Issuance of note payable for oil
             and gas properties                              -        360,000
             Issuance of common stock for oil and
             gas properties                                  -      2,500,000
                                                     ===========  ============

               See accompanying notes to the financial statements.

                                       F-5
Natural Resource Group, Inc.
                        STATEMENT OF STOCKHOLDERS' EQUITY

                                   (Unaudited)
Preferred Stock          Common Stock       Additional

                              $.2394 Par Value        $.0001 Par Value       Paid-in    Accumulated
                              Shares    Amount       Shares      Amount      Capital      Deficit      Total
                             --------- ----------------------  ----------- -----------  ----------- -----------

Balance November 1, 2010      208,820   $ 49,992   9,583,704     $   958    $    114   $  (61,451)   $ (10,387)

   Common stock issued
   for assets                                      2,500,000          250   2,499,750                2,500,000
   Common stock issued
   for cash                                          660,000           66     659,934                  660,000
   Less common stock
   issuance costs                                                            (25,000)                  (25,000)

   Net (loss) for the year          -          -           -            -           -     (934,380)    (934,380)
                             --------- ----------  ----------  ----------- -----------  ----------- -----------

Balance October 31, 2011      208,820   $ 49,992   12,743,704   $   1,274  $3,134,798    $(995,831) $2,190,233

   Common stock issued
   for cash                                          350,000           35     349,965                  350,000

   Net (loss) for the year                                                                (842,219)   (842,219)

                             --------- ----------------------  ----------- -----------  ----------- -----------
Balance October 31, 2012      208,820   $ 49,992  13,093,704    $   1,309  $3,484,763  $(1,838,050) $1,698,014
                             ========= ======================  =========== ===========  =========== ===========
See accompanying notes to the unaudited financial statements.

                                       F-6
NATURAL RESOURCE GROUP, INC
                          Notes to Financial Statements
                            October 31, 2012 and 2011

                                       F-7

1.  Business Description and Summary of Significant Accounting Policies

     Organization

     Natural Resource Group, Inc. (or the "Company") was incorporated  under the
laws of Colorado on October 17, 2000.  The Company was  inactive  until May 2010
when it commenced  operations as an oil and gas  exploration  company  operating
primarily in Colorado. The Company was considered to be in the development stage
until  December  2010  when it  acquired  4  producing  oil and  gas  wells  and
approximately  4,600 acres in the Garcia field located in south eastern Colorado
together with three producing oil and gas wells in the Denver Julesburg Basin.

     The Company has no interests in any  unconsolidated  entities,  nor does it
have any unconsolidated special purpose entities.

     Going Concern

     As shown in the accompanying financial statements, the Company has incurred
significant  operating  losses since  inception  aggregating  $1,838,050 and has
negative  working  capital of $345,128 at October  31,  2012.  As of October 31,
2012,  the Company has limited  financial  resources  until such time that it is
able to  generate  positive  cash  flow from  operations.  These  factors  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
The Company's  ability to achieve and maintain  profitability  and positive cash
flow is  dependent  upon its ability to locate  profitable  mineral  properties,
generate revenue from planned business operations, and control exploration cost.
Management  plans to fund its future  operation  by joint  venturing,  obtaining
additional financing,  and attaining additional commercial production.  However,
there is no assurance that they will be able to obtain additional financing from
investors or private lenders,  or that additional  commercial  production can be
attained.

     The  financial  statements  do not include any  adjustments  to reflect the
possible future effects on the  recoverability  and  classification of assets or
the amounts and  classification of liabilities that may result from the possible
inability of the Company to continue as a going concern.

     Cash and Cash Equivalents

     Cash and cash  equivalents  include all cash balances and any highly liquid
investments  with an original  maturity of 90 days or less. The carrying  amount
approximates fair value due to the short maturity of these instruments.

     Accounts Receivable

     The Company  records  estimated oil and gas revenue  receivable  from third
parties at its net revenue interest. The Company also reflects costs incurred on
behalf of joint interest partners in accounts  receivable.  The Company uses the
direct  write-off  method  for bad debts;  this  method  expenses  uncollectible
accounts in the year they become  uncollectible.  Any  difference  between  this
method and the allowance method is not material. Management periodically reviews
accounts  receivable  amounts for  collectability  and records its allowance for
uncollectible  receivables under the specific identification method. The Company
did not record any allowance for uncollectible receivables in 2012 or 2011.

     Use of Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the amounts reported in
the  financial  statements  and  accompanying  notes.  Estimates  of oil and gas
reserve quantities provide the basis for calculation of depletion, depreciation,
and  amortization,  and  impairment,  each of  which  represents  a  significant
component of the financial  statements.  Actual  results could differ from those
estimates.

                                       F-7
Concentration of Credit Risk

     Financial   instruments   that   potentially   subject   the   Company   to
concentrations of credit risk consist primarily of cash equivalents. The Company
places its cash  equivalents with a high credit quality  financial  institution.
The Company periodically  maintains cash balances at a commercial bank in excess
of the Federal Deposit Insurance Corporation insurance limit of $250,000.

     Stock-based compensation

     ASC 718,  "Compensation-Stock  Compensation"  requires  recognition  in the
financial  statements of the cost of employee  services received in exchange for
an award of equity  instruments  over the period the  employee  is  required  to
perform  the  services  in  exchange  for the award  (presumptively  the vesting
period).  We measure the cost of employee  services  received in exchange for an
award based on the grant-date fair value of the award.

     We account  for  non-employee  share-based  awards  based upon ASC  505-50,
"Equity-Based Payments to Non-Employees." ASC 505-50 requires the costs of goods
and  services  received in  exchange  for an award of equity  instruments  to be
recognized  using the fair value of the goods and  services or the fair value of
the equity award,  whichever is more reliably measurable.  The fair value of the
equity award is determined on the measurement  date, which is the earlier of the
date that a performance  commitment is reached or the date that  performance  is
complete.  Generally, our awards do not entail performance commitments.  When an
award  vests over time such that  performance  occurs  over  multiple  reporting
periods, we estimate the fair value of the award as of the end of each reporting
period and recognize an appropriate  portion of the cost based on the fair value
on that date. When the award vests, we adjust the cost previously  recognized so
that the cost  ultimately  recognized  is  equivalent  to the fair  value on the
vesting date, which is presumed to be the date performance is complete.

     We recognize the cost associated with share-based awards that have a graded
vesting schedule on a straight-line  basis over the requisite  service period of
the entire award.

     Dependence on Oil and Gas Prices

     As an  independent  oil and gas producer,  our revenue,  profitability  and
future  rate of growth are  substantially  dependent  on  prevailing  prices for
natural gas and oil.  Historically,  the energy markets have been very volatile,
and there can be no  assurance  that oil and gas  prices  will not be subject to
wide  fluctuations in the future.  Prices for natural gas have recently declined
materially. Any continued and extended decline in oil or gas prices could have a
material adverse effect on our financial position,  results of operations,  cash
flows and access to capital and on the  quantities  of oil and gas reserves that
we can economically produce.

     Revenue Recognition

     We recognize oil and gas revenue from  interests in producing  wells as the
oil and gas is sold.  Revenue  from the  purchase,  transportation,  and sale of
natural  gas is  recognized  upon  completion  of the sale and when  transported
volumes are delivered.  We recognize revenue related to gas balancing agreements
based on the sales method.  Our net  imbalance  position at October 31, 2012 and
2011 was immaterial.

     Consulting Fees

     During the year ended  October 31, 2011,  the Company  received  Consulting
Fees of $65,698.  The Company  provided  Colorado  landman services to a foreign
entity with operations in Colorado.  The income was recognized when the services
were completed. All amounts have been collected.

     Accounting for Oil and Gas Activities

     Successful  Efforts  Method  We  account  for  crude  oil and  natural  gas
properties under the successful efforts method of accounting. Under this method,
costs to acquire  mineral  interests  in crude oil and natural  gas  properties,
drill and equip exploratory wells that find proved reserves, and drill and equip
development wells are capitalized.

                                       F-8
Capitalized costs of producing crude oil and natural gas properties,  along with
support   equipment   and   facilities,   are   amortized   to  expense  by  the
unit-of-production  method based on proved crude oil and natural gas reserves on
a field-by-field basis, as estimated by our qualified petroleum engineers.  Upon
sale or retirement of depreciable or depletable  property,  the cost and related
accumulated DD&A are eliminated from the accounts and the resulting gain or loss
is recognized. Repairs and maintenance are expensed as incurred.

Assets are grouped in accordance  with the  Extractive  Industries - Oil and Gas
Topic of the Financial  Accounting  Standards Board (FASB) Accounting  Standards
Codification  (ASC).  The basis for  grouping  is a  reasonable  aggregation  of
properties  with  a  common  geological   structural  feature  or  stratigraphic
condition, such as a reservoir or field.

     Depreciation,  depletion and amortization of the cost of proved oil and gas
properties is calculated using the  unit-of-production  method. The reserve base
used  to  calculate  depreciation,  depletion  and  amortization  for  leasehold
acquisition costs and the cost to acquire proved properties is the sum of proved
developed  reserves and proved undeveloped  reserves.  With respect to lease and
well equipment costs, which include development costs and successful exploration
drilling  costs,  the reserve  base  includes  only proved  developed  reserves.
Estimated  future  dismantlement,  restoration  and  abandonment  costs,  net of
salvage values, are taken into account.

     Proved Property  Impairment We review  individually  significant proved oil
and gas properties and other long-lived  assets for impairment at least annually
at year-end,  or quarterly when events and  circumstances  indicate a decline in
the recoverability of the carrying values of such properties, such as a negative
revision of reserves  estimates or sustained  decrease in commodity  prices.  We
estimate  future  cash flows  expected in  connection  with the  properties  and
compare  such  future cash flows to the  carrying  amount of the  properties  to
determine if the carrying amount is  recoverable.  When the carrying amount of a
property  exceeds its  estimated  undiscounted  future cash flows,  the carrying
amount is reduced to estimated  fair value.  Fair value may be  estimated  using
comparable  market data, a discounted cash flow method,  or a combination of the
two. In the discounted cash flow method,  estimated  future cash flows are based
on management's  expectations for the future and include estimates of future oil
and gas production,  commodity prices based on published forward commodity price
curves as of the date of the estimate,  operating and development  costs,  and a
risk-adjusted discount rate.

      Unproved Property Impairment Our unproved properties consist of leasehold
costs and allocated value to probable and possible reserves from acquisitions.
We assess individually significant unproved properties for impairment on a
quarterly basis and recognize a loss at the time of impairment by providing an
impairment allowance. In determining whether a significant unproved property is
impaired we consider numerous factors including, but not limited to, current
exploration plans, favorable or unfavorable exploration activity on the property
being evaluated and/or adjacent properties, our geologists' evaluation of the
property, and the remaining months in the lease term for the property. During
the year ended October 31, 2012, the company recorded an impairment charge of
$120,798 for the abandonment of a lease.

     Exploration  Costs  Geological  and  geophysical   costs,   delay  rentals,
amortization of unproved  leasehold costs, and costs to drill  exploratory wells
that do not find proved  reserves  are expensed as oil and gas  exploration.  We
carry  the  costs  of an  exploratory  well  as an  asset  if the  well  finds a
sufficient  quantity of reserves  to justify its  capitalization  as a producing
well and as long as we are making sufficient progress assessing the reserves and
the economic and operating viability of the project.  Geological and geophysical
costs were  $69,718 and  $57,600 for the years ended  October 31, 2012 and 2011,
respectively,  and  are  included  in  Exploration  Costs  in  the  accompanying
financial statements.

     Asset  Retirement  Obligations  Asset  retirement  obligations  consist  of
estimated  costs  of  dismantlement,   removal,  site  reclamation  and  similar
activities  associated  with our oil and gas  properties.  We recognize the fair
value of a liability  for an ARO in the period in which it is  incurred  when we
have an existing legal obligation  associated with the retirement of our oil and
gas  properties  that can  reasonably be estimated,  with the  associated  asset
retirement  cost  capitalized  as part of the  carrying  cost of the oil and gas
asset.  The asset retirement cost is determined at current costs and is inflated
into future  dollars using an inflation rate that is based on the consumer price
index.  The future  projected  cash flows are then  discounted  to their present
value using a  credit-adjusted  risk-free  rate.  After initial  recording,  the
liability  is  increased  for the  passage  of  time,  with the  increase  being
reflected as accretion expense and included in our DD&A expense in the statement

                                      F-9
of operations.  Subsequent adjustments in the cost estimate are reflected in the
liability and the amounts  continue to be amortized  over the useful life of the
related long-lived asset.

     Net Income (Loss) per Common Share

     Basic  earnings  (loss) per share are  calculated  by  dividing  net income
(loss) by the  weighted  average  number of common  shares  outstanding  for the
period.  Diluted earnings (loss) per share are calculated by dividing net income
(loss) by the weighted average number of common shares and dilutive common stock
equivalents outstanding. During the periods when they are anti-dilutive,  common
stock equivalents, if any, are not considered in the computation.

     Property and Equipment

Property and equipment consists of production  buildings,  furniture,  fixtures,
equipment  and  vehicles  which are recorded at cost and  depreciated  using the
straight-line  method over the estimated  useful lives of five to fifteen years.
Maintenance and repairs are charged to expense as incurred.

     Impairment of Long Lived Assets

     The long-lived  assets of the Company  consist  primarily of proved oil and
gas  properties and  undeveloped  leaseholds.  The Company  reviews the carrying
values of its oil and gas  properties  and  undeveloped  leaseholds  annually or
whenever events or changes in  circumstances  indicate that such carrying values
may not be recoverable. If, upon review, the sum of the undiscounted pretax cash
flows is less than the carrying value of the asset group,  the carrying value is
written  down to  estimated  fair  value.  Individual  assets  are  grouped  for
impairment  purposes at the lowest level for which there are  identifiable  cash
flows that are largely  independent of the cash flows of other groups of assets,
generally  on a  field-by-field  basis.  The fair  value of  impaired  assets is
determined  based on quoted market prices in active  markets,  if available,  or
upon the present values of expected future cash flows.  The impairment  analysis
performed by the Company may utilize Level 3 inputs.

     The  Company  recorded  no proved  property  impairment  in the years ended
October  31,  2012 and 2011.  The  Company  recorded  abandonments  of  unproved
property  of  $120,798  and $0 in the years  ended  October  31,  2012 and 2011,
respectively.

     Income Taxes

     Income  taxes are  accounted  for under  the  asset and  liability  method.
Deferred  tax assets and  liabilities  are  recognized  when items of income and
expense are  recognized  in the financial  statements in different  periods than
when  recognized in the  applicable  tax return.  Deferred tax assets arise when
expenses are  recognized  in the financial  statements  before the tax return or
when  income  items are  recognized  in the tax  return  prior to the  financial
statements.  Deferred tax assets also arise when operating losses or tax credits
are  available  to  offset  tax  payments  due in  future  years.  Deferred  tax
liabilities  arise when income items are recognized in the financial  statements
before the tax returns or when  expenses are  recognized in the tax return prior
to the financial  statements.  Deferred tax assets and  liabilities are measured
using  enacted  tax rates  expected  to apply to taxable  income in the years in
which those temporary  differences are expected to be recovered or settled.  The
effect  on  deferred  tax  assets  and  liabilities  of a change in tax rates is
recognized in income in the period that includes the date when the change in the
tax rate was enacted.

     We routinely  assess the  realizability  of our deferred tax assets.  If we
conclude  that it is more  likely  than  not  that  some  portion  or all of the
deferred tax assets will not be realized  under  accounting  standards,  the tax
asset is reduced by a  valuation  allowance.  In addition  we  routinely  assess
uncertain  tax   positions,   and  accrue  for  tax   positions   that  are  not
more-likely-than-not to be sustained upon examination by taxing authorities.

     Major Customers

     Sales to major unaffiliated  customers consisted of the following.  For the
year ended  October 31,  2012,  Customer A accounted  for  approximately  19% of
revenue, Customer B accounted for approximately 26% and

                                      F-10
Customer C accounted for approximately 55%. For the year ended October 31, 2011,
Customer A accounted for approximately 19% of revenue,  Customer B accounted for
approximately  14%, Customer C accounted for  approximately  17%, and Customer D
accounted for approximately 44%.

     The  Company  sells  production  to a  small  number  of  customers,  as is
customary in the industry.  Yet, based on the current demand for oil and natural
gas, the availability of other buyers, and the Company having the option to sell
to other buyers if conditions so warrant,  the Company believes that its oil and
gas production can be sold in the market in the event that it is not sold to the
Company's  existing  customers.  However,  in some  circumstances,  a change  in
customers  may  entail  significant  transition  costs  and/or  shutting  in  or
curtailing  production  for weeks or even months during the  transition to a new
customer.

     Recent Accounting Pronouncements

     The Company  adopted  Accounting  Standards  Update No.  2011-05  ("ASC No.
2011-05"),  an update to ASC Topic 220, Comprehensive Income,  effective January
1, 2012. The update  amended  current  guidance to require  companies to present
total  comprehensive  income  either  in  a  single,   continuous  statement  of
comprehensive income or in two separate, but consecutive,  statements. Under the
single-statement approach, entities must include the components of net income, a
total for net income, the components of other comprehensive income ("OCI") and a
total for comprehensive income. Under the two-statement approach,  entities must
report an income statement and, immediately  following,  a statement of OCI. ASC
No. 2011-05 required retrospective application. The Company also adopted ASC No.
2011-12,  which defers until further notice ASC No.  2011-05's  requirement that
items that are  reclassified  from other  comprehensive  income to net income be
presented on the face of the  financial  statements.  The Company has elected to
use  the  two-statement   approach.  The  adoption  of  these  updates  affected
presentation  only,  and had no  impact  on the  Company's  financial  position,
results of operation or cash flows.

     In January 2013, the Financial  Accounting  Standards Board ("FASB") issued
ASC Update No. 2013-01 ("ASC No. 2013-01"),  The objective of ASC No. 2013-01 is
to  clarify  that  the  scope  of  Accounting   Standards  Update  No.  2011-11,
Disclosures about Offsetting  Assets and Liabilities ("ASC No. 2011-11"),  would
apply to  derivatives  including  bifurcated  embedded  derivatives,  repurchase
agreements  and reverse  repurchase  agreements,  and  securities  borrowing and
securities  lending  transactions  that are  either  offset or are  subject to a
master netting  arrangement or similar  agreement.  ASC No.  2011-11,  issued in
December 2011,  requires that entities  disclose both gross and net  information
about  instruments  and  transactions  eligible  for offset in the  statement of
financial  position  as well  as  instruments  and  transactions  subject  to an
agreement  similar to a master netting  arrangement.  In addition,  the standard
requires  disclosure of collateral received and posted in connection with master
netting  agreements or similar  arrangements.  The  amendments are effective for
annual  reporting  periods  beginning on or after  January 1, 2013,  and interim
periods within those annual periods.  The disclosures required by the amendments
are  required  to  be  applied   retrospectively  for  all  comparative  periods
presented.  The Company does not believe the adoption of this update will have a
material impact on the Company's consolidated financial statements.

     In July 2013,  FASB  issued ASU No.  2013-11,  Income  Taxes  (Topic  740):
Presentation  of  an  Unrecognized   Tax  Benefit  When  a  Net  Operating  Loss
Carryforward,  a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU
is effective for interim and annual periods  beginning  after December 15, 2013.
This update  standardizes the presentation of an unrecognized tax benefit when a
net  operating  loss  carryforward,   a  similar  tax  loss,  or  a  tax  credit
carryforward  exists.   Management  does  not  anticipate  that  the  accounting
pronouncement will have any material future effect on our consolidated financial
statements.

     There were various other updates recently issued, most of which represented
technical  corrections to the  accounting  literature or application to specific
industries,  and are not  expected  to have a material  impact on the  Company's
financial position, results of operations or cash flows.

                                      F-11
2. Oil and gas properties

   Oil and gas properties consist of the following:

                                               10/31/2012    10/31/2011
                                             --------------  ------------

Proved oil and gas properties                  $ 158,781     $ 158,781

Wells in progress                                101,064             -
Proved undeveloped oil and gas leaseholds      2,389,307     2,376,189
                                           -------------  ------------
                                               2,649,152     2,534,970

Less accumulated depletion                       (41,567)      (16,412)
                                          --------------  ------------
    Net oil and gas properties                $2,607,585    $2,518,558
                                          ==============  ============

     Total  depletion of oil and gas properties  amounted to $25,155 and $16,412
for the  years  ended  October  31,  2012 and  2011.  The  Company  recorded  an
impairment charge of $120,798 and $0, respectively,  for the years ended October
31, 2012 and 2011 related to the  abandonment of certain  leaseholds  during the
year.

3.  Participation Agreement

     In connection with the convertible promissory note described in note 4, the
Company  entered into a  participation  agreement with a  nonaffiliated  company
whereby the maker of the promissory note would advance up to $350,000 to conduct
additional  development of the  underlying  leases at the Garcia Field and drill
and complete  three  additional  wells on the  acreage.  As of October 31, 2012,
$250,000 was advanced to the Company.  In consideration of making the promissory
note, the lender was assigned a 1% overriding royalty interest in the 4,600 acre
field and a 20% modified net profits  interest in the  existing  four  producing
wells in the Garcia  Field and a 20%  modified  net  profits  interest  in three
additional  wells to be  drilled on said  acreage.  The  Company  valued the net
profits  interest  and the  overriding  royalty  interest at $136,599  using 10%
present value over the estimated life of the wells. The amount was recorded as a
debt discount and is being  amortized  using the effective  interest rate method
over the life of the promissory note (2 years). Additionally, the lender has the
right,  at any point  during the period of the note,  to convert  the  remaining
principal balance on the note to a working interest (see note 5).

     The modified net profits  interest is based on the gross  proceeds from the
sale of oil, gas and other minerals in the 4 producing wells in the Garcia Field
and 3  additional  wells  to be  drilled.  The  20% is  applied  to  100% of the
Company's net revenue interest in the wells which cannot be less than 80% and is
reduced by any of the following expenditures:

o    any overriding royalties or other burden on production in excess of the 80%
     net revenue interest;

o    production,  severance and similar taxes  assessed by any taxing  authority
     based on volume or value of the production;

o    costs reasonably  incurred to process the production for market that occurs
     outside the lease;

o    costs reasonably incurred in transportation, delivery, storage or marketing
     the production occurring outside the lease.

4.  Notes Payable

     Notes Payable  Affiliates--In  December  2010,  the Company  entered into a
purchase  and sale  agreement to acquire  certain oil and gas assets  located in
Adams, County,  Broomfield,  County,  Huerfano County, Las Animas County, Morgan
County and Weld County  Colorado.  The Company  issued  2,500,000  shares of its
$0.0001  par value  Common  Stock and a  promissory  note for  $360,000  bearing
interest at 10% with an original maturity date of March 1, 2011. The shares were
valued at $1 per share based on sales of our common stock to third-parties.  The
promissory note is collateralized by the property and equipment  transferred and
was  subsequently  subrogated  to a convertible  promissory  note on January 12,
2012.  The note was in default at October  31, 2012 and the default was cured in
fiscal  2013.  On July 30, 2013,  the maturity  date of the note was extended to
December 11, 2015. The balance on the note was $139,800 at October 31, 2012 with
interest accrued in the amount of $8,233.

                                      F-12
5.  Long-term Debt

     Convertible Promissory Note--On January 12, 2012 the Company entered into a
convertible promissory note bearing interest at 10%, due January 11, 2014 and is
collateralized by a first priority deed of trust in approximately 4,600 acres of
oil and gas leasehold  interests in the Garcia Field  together with the existing
wells and  equipment  in the field.  The terms  provide  for an initial  draw of
$150,000 with the  potential  for two  subsequent  draws of $100,000  each.  The
Company has drawn  $250,000 on the  facility and the balance at October 31, 2012
is $248,895.  The lender has the right to convert the principal to a 10% working
interest in the collateral as well as a 10% working  interest in all wells owned
by the  Company  in the  Garcia  Field in which the  lender  does not have a 20%
modified net profits  interest  described in note 3. In the event the  principal
amount  owed at the  time of  conversion  is less  than  $350,000,  the  working
interest received upon conversion will be reduced  proportionately.  The Company
has the right to prepay the note  without  penalties  or fees  after  giving the
lender  ten days'  notice of its  intent.  If lender  does not elect to  convert
within 10 days after receiving the notice, the conversion rights terminate.  The
Company recorded a discount to the debt of $136,599 and recognized  accretion of
the  discount in the amount of $41,090  during the year ended  October 31, 2012.
The ending  balance of the debt  discount at October 31, 2012 was  $95,509.  The
Company reviewed the conversion feature for beneficial  conversion  features and
embedded derivatives, and determined that neither applied.

     Convertible  Promissory  Note--On  May 18, 2012 the Company  entered into a
$70,000  convertible  promissory note bearing interest at 10%, due May 31, 2014.
The note is  collateralized by a second priority deed of trust on all the wells,
equipment and  approximately  4,600 acres of oil and gas leasehold  interests in
the Garcia Field. The lender has the right to convert the principal balance to a
2% working interest in the collateral or 70,000 shares of the Company's  $0.0001
par value common stock.  In the event the  principal is less than  $70,000,  the
conversion shall be reduced proportionately. The Company has the right to prepay
the note  without  penalties or fees after giving the lender ten days' notice of
its intent.  If lender does not elect to convert within 10 days after  receiving
the notice, the conversion rights terminate. The Company reviewed the conversion
feature  for  beneficial  conversion  features  and  embedded  derivatives,  and
determined that neither applied.

6.  Asset Retirement Obligation

The following table reflects a reconciliation of the Company's asset retirement
obligation liability:

                                                     2012            2011
                                                     ----            ----

    Beginning asset retirement obligation         $184,644         $      -
       Liabilities incurred                              -          170,147
       Liabilities settled                               -                -
       Accretion expense                            19,245           14,497
       Revision to estimated cash flows                  -                -
                                                  --------         --------
       Ending asset retirementobligation          $203,889         $184,644
                                                  ========         ========

7.  Income Taxes

     ASC 740  guidance  requires  that the Company  evaluate  all  monetary  tax
positions  taken, and recognize a liability for any uncertain tax positions that
are not more likely than not to be sustained by the tax authorities. The Company
has not recorded any liabilities,  or interest and penalties,  as of October 31,
2012 related to uncertain tax positions. Deferred tax assets and liabilities are
recorded  based  on  the  differences  between  the  tax  bases  of  assets  and
liabilities  and  their  carrying  amounts  for  financial  reporting  purposes,
referred to as temporary differences. Deferred tax assets and liabilities at the
end of each period are determined using the  currently-enacted tax rates applied
to  taxable  income  in the  periods  in  which  the  deferred  tax  assets  and
liabilities  are expected to be settled or realized.  The  provision  for income
taxes differs from the amount computed by applying the statutory  federal income
tax rate to income before  provision for income taxes.  The Company's  estimated
effective  tax rate of 38.95% is  offset  by a  reserve  due to the  uncertainty
regarding the realization of the deferred tax asset.

                                      F-13
The provision for income taxes consists of:

                                    October 31,       October 31,
                                       2012              2011
                                  ---------------   ---------------
                   Current            $ 328,500         $364,400
                   Deferred              21,100              750
                                  -------------        ---------
                                      $ 349,600        $ 365,150
                                  =============        ==========

The tax effects of  temporary  differences  that gave rise to the  deferred  tax
liabilities and deferred tax assets as of October 31, 2012 and 2011 were:

                                          October 31,        October
                                              2012           31, 2011
                                         -------------      ----------
  Deferred tax assets:
    Net operating loss carry forwards    $  716,600         $ 388,200
  Deferred tax liability:
    Property and equipment                  (56,200)             (500)
                                      -------------         ---------
                                            660,400           387,700
      Less valuation allowance             (660,400)         (387,700)
                                      -------------         ---------
                                         $        -         $       -
                                      =============         =========

In assessing the realizability of the deferred tax assets,  management considers
whether it is more likely than not that some or all of the  deferred  tax assets
will not be  realized.  The ultimate  realization  of the deferred tax assets is
dependent  upon the  generation of future  taxable  income during the periods in
which the use of such net  operating  losses are  allowed.  Among  other  items,
management  considers the scheduled  reversal of deferred tax  liabilities,  tax
planning  strategies and projected  future taxable income.  At October 31, 2012,
the  Company had a net  operating  loss carry  forward  for  regular  income tax
reporting  purposes of  approximately  $1,838,050,  which will begin expiring in
2030. The following table shows the  reconciliation  of the Company's  effective
tax rate to the expected  federal tax rate for the years ended  October 31, 2012
and 2011:

                 Statutory U.S. federal rate           34%
                 State income taxes                     5%
                                                  --------
                                                       39%
                 Net operating loss                   -39%
                                                  --------
                                                        0%
                                                  ========

The Company  files income tax returns in the U.S.  and  Colorado  jurisdictions.
There are  currently  no federal or state income tax  examinations  underway for
these jurisdictions.

8.  Stockholder's Equity

     Series A  Convertible  Preferred  Stock--On  October 1, 2010 we  designated
1,044,101  shares of the 20,000,000  $0.2394  preferred stock and issued 208,820
shares on October 18, 2010 in exchange for $50,000.  The shares are  convertible
to our $0.0001 par value common stock on a one to one basis. If, 36 months after
the October 1, 2010,  the Series A Preferred  Shares have not been  converted to
Common Shares,  each share of the Series A Preferred Stock will automatically be
converted to Common Stock.  The Series A Preferred has preference to the holders
of shares of any class or series of stock of the Company  ranking  junior to the
Series A  Preferred  Stock and shall be entitled  to  receive,  when,  as and if

                                      F-14
declared  by the  Board of  Directors  out of funds  legally  available  for the
purpose,  in amount per share to be  determined  by the Board of  Directors.  No
dividends of any kind shall be mandatory.  The holders of the Series A Preferred
Stock shall be entitled to one vote per share on all matters submitted to a vote
of the stockholders of the Company.  The Series A Preferred Stock is entitled to
one vote per share at all elections of directors. Voting shall not be cumulative
and the holder may not cast all of such  votes for a single  director,  but must
distribute them among the number to voted for.

     Common Stock--The Company has 80,000,000 shares of $0.0001 par value common
stock authorized.

     The Company issued  9,583,704 shares of Common Stock to its founders on May
1, 2010 in consideration of $1,064.

     The  Company  issued  2,500,000  shares  of  Common  Stock to an  unrelated
corporation  in exchange for certain oil and gas assets  valued at $2,500,000 on
December 22, 2010.

     The Company  issued  660,000  shares at various times between  February 27,
2011 to September 6, 2011 in exchange for cash in the amount of $660,000.

     The Company  issued  350,000  shares of Common  Stock during the year ended
October 31, 2012 in exchange for cash in the amount of $350,000.

9.  Commitments and Contingent Liabilities Legal

     We are subject to legal proceedings,  claims and liabilities which arise in
the ordinary  course of  business.  We accrue for losses  associated  with legal
claims when such losses are probable and can be reasonably estimated.

These  accruals  are adjusted as  additional  information  becomes  available or
circumstances change. Legal fees are charged to expense as they are incurred.

     The  Company is a  defendant  in a cause of action  against it for  amounts
owing a supplier. Said case was settled in June 2013 (see subsequent events note
12).

   Environmental

     We accrue for losses associated with environmental  remediation obligations
when such losses are probable and can be reasonably  estimated.  These  accruals
are  adjusted as  additional  information  becomes  available  or  circumstances
change. Costs of future expenditures for environmental  remediation  obligations
are  not  discounted  to  their  present  value.   Recoveries  of  environmental
remediation costs from other parties are recorded at their undiscounted value as
assets when their receipt is deemed probable.

   Employment Agreements

     The  Company has  written  employment  agreements  with its  President  and
General Counsel.  Pursuant to their employment agreements,  said officers devote
such time as each deems necessary to perform their duties to the Company and are
subject to  conflicts  of  interest.  The  employment  agreement  is an "at will
agreement;"  however, in the event of termination by the Company,  the agreement
provides for  severance pay equal to four months of base salary in effect at the
time of  termination.  There is also a provision  providing for twelve months of
base pay in the event of a change  in  control  of the  Company.  The  agreement
provides for a two year non-compete in the event of termination. Pursuant to the
employment agreements,  the President will receive a base salary compensation in
the aggregate amount of $150,000 per annum, and the General Counsel will receive
$84,000 per annum.  Both the President  and the General  Counsel will be granted
royalties  pursuant  to the  royalty  program,  and was  assigned a 1% of 8/8ths
overriding  royalty interest in the Company's  existing Garcia Field assets. The
value of the overriding royalty interest was estimated at $377,887 as of October
31,  2011 and has been  recorded  in general and  administrative  expenses.  The
agreement  specifies that at each time one of the following  events occurs,  the
President is to receive an incentive bonus, which will be paid in cash:

o    When the Company  receives an outside  investment  equal to or greater than
     $100,000, the Company will tender 2% of the investment value.

                                      F-15
o    In the  event  of a sale  of  some  or all  of the  Company's  assets,  the
     President will receive  compensation  in the amount of 1.5% of the proceeds
     from the sale.

o    In the event the Company  acquires  producing  assets,  the President is to
     receive a cash payment of 1% of the value of the acquisition.

     The General  Counsel's  agreement  provides that when the Company  achieves
three  consecutive  months of positive cash to the extent that the Company would
still have  positive  cash flow in the event the  compensation  was increased by
50%,  then there  will be a  permanent  increase  in  compensation  equal to the
current compensation multiplied by 150%; however, in the event of termination by
the Company,  the  agreement  provides for severance pay equal to four months of
base  salary  in effect at the time of  termination.  There is also a  provision
providing  for twelve  months of base pay in the event of a change in control of
the Company.  The agreement  provides for a two year non-compete in the event of
termination.  The  agreement  specifies  that at each time one of the  following
events occurs, the General Counsel is to receive an incentive bonus:

o    When the Company  receives an outside  investment  equal to or greater than
     $100,000, the Company will tender 1.5% of the investment value.

o    In the event of a sale of some or all of the Company's assets,  the General
     Counsel  will  receive  compensation  in the amount of 1.5% of the proceeds
     from the sale.

o    In the event the Company acquires  producing assets, the General Counsel is
     to receive a cash payment of 1% of the value of the acquisition.

     The  Company  has  a  written  "at  will"  employment  agreement  with  its
Operations  Manager  (also a principal  shareholder)  which  provides for annual
compensation  of $66,000  and  provides  that when the  Company  achieves  three
consecutive  months of positive  cash to the extent that the Company would still
have positive cash flow in the event the compensation was increased by 50%, then
there  will  be a  permanent  increase  in  compensation  equal  to the  current
compensation  multiplied by 150%;  however,  in the event of  termination by the
Company,  the agreement  provides for severance pay equal to four months of base
salary in effect at the time of termination. There is also a provision providing
for  twelve  months  of base  pay in the  event of a change  in  control  of the
Company.  The  agreement  provides  for a two year  non-compete  in the event of
termination.  The Operations  Manager will be granted royalties  pursuant to the
royalty program,  and was assigned a 1% of 8/8ths overriding royalty interest in
the Company's existing Garcia Field assets.

The Company has no long term lease obligations.

10.  Related Parties

     The  Company  executed  an office  lease  for  office  space in  Littleton,
Colorado,  with Spotswood Properties,  LLC, a Colorado limited liability company
("Spotswood"), and an affiliate of the president, effective January 1, 2009, for
a three-year term.  Commencing July 1, 2010 the Company entered into a new lease
the office space for a 3 year period ending July 1, 2013. The lease provides for
the  payment of $2,667  per month  plus  utilities  and other  incidentals.  The
president  of the Company owns 50% of  Spotswood.  The Company is of the opinion
that the terms of the lease are no less favorable than could be obtained from an
unaffiliated party.  Spotswood was paid $32,000 and $32,000 in fiscal years 2012
and 2011, respectively.

     In fiscal  2011 the Board of  Directors  granted  a 1%  overriding  royalty
interest to certain officers and directors in all of the oil and gas assets held
at that time. The overriding royalty interest was valued at $377,887 and charged
to  operations.  The valuation  represents  the  estimated  present value of the
future revenues of the producing wells discounted at 10%.

     The Company paid $43,116,  $63,074,  and $0 in fiscal years 2012,  2011 and
2010  respectively,  to the  President's  brother for land-man  fees and expense
reimbursements  in  connection  with  performing  contract land services for the
Company.

                                      F-16
11.  Acquisition of Proved Oil and Gas Properties

     In  December  2011,  the Company  acquired 4  producing  oil and gas wells,
compression and separating equipment and approximately 4,600 acres in the Garcia
field  located in south eastern  Colorado  together with 4 producing oil and gas
wells  in  Adams  County  Colorado  and 2  producing  oil and gas  wells  in the
Wattenburg Field and 1 shut-in oil and gas well in Morgan County, Colorado.

The acquisition of working  interest was accounted for under the purchase method
of accounting.  Under the purchase  method of accounting,  the purchase price is
allocated  to the  assets  acquired  and  liabilities  assumed  based  on  their
estimated  fair values.  Of the  $2,860,000 of purchase  price,  $2,740,000  was
allocated to proved properties and $120,000 was allocated to unproved  leasehold
costs. The leasehold costs were abandoned and impaired in 2012.

12.  Subsequent Events

     The Company settled the litigation on amounts due to a supplier,  described
in note 9, in June, 2013 paying $12,500.

     The Company  issued 785,000 shares of its $0.0001 par value Common Stock in
consideration  of $785,000  during the period from  November 1, 2012 to July 22,
2013.

     In May and June 2013, the Company issued  395,877shares  of its $0.0001 par
value  Common  Stock in  consideration  of  cancellation  of $65,240 of accounts
payable.

     In May 2013,  the $0.2394 par value Class A Preferred  Stock was  converted
from 208,820  shares of preferred to 208,820  shares of $0.0001 par value Common
Stock.

     In October  2013,  the Company  sold 74,750  shares of its common stock for
cash of $74,750.

     Installment  Loan--the  Company entered into an installment loan on July 4,
2013 bearing interest of 5.39%.  The loan is payable in monthly  installments of
$464 over 48 months  commencing  August 4, 2013. The loan is collateralized by a
vehicle.

In November 2013, the Company  entered into an agreement to exchange  securities
with  Diversified  Resources,  Inc.  whereby  the  shareholders  of the  Company
received  14,558,158  shares of Diversified  Resources,  Inc.'s $0.001 par value
common shares. The exchange was consummated in November 2013.

13.  Disclosures about Oil and Gas Producing Activities (Unaudited)

Capitalized costs relating to oil and gas producing activities:

                                          10/31/2012     10/31/2011
                                       -------------     -----------
Property acquisition costs:
  Proved developed properties             $  158,781    $   158,781
  Proved undeveloped properties            2,389,307      2,376,189
  Undeveloped oil and gas leaseholds               -        120,000

Development costs                            101,064              -
                                       -------------    -----------
                                           2,649,152      2,654,970
                                       -------------    -----------
Less accumulated depletion                   (41,567)       (16,412)
                                       -------------    -----------
Total                                    $ 2,607,585    $ 2,638,558
                                       =============    ===========

                                      F-17
Costs  incurred  in  connection  with  crude oil and  natural  gas  acquisition,
exploration and development are as follows:

                                           10/31/2012    10/31/2011
                                       --------------    -----------
Acquisition of properties:
                                                                  $
     Proved                                  $      -     2,740,000
     Unproved                                       -       120,000

Development costs                             250,991             -
Exploration costs                              69,718        57,600
                                             --------     ---------
Total                                       $ 320,709    $2,917,600
                                            =========    ==========

     Results of Operations for Oil and Gas Producing Activities

     The results of operations for oil and gas producing  activities,  excluding
capital  expenditures and corporate  overhead and interest costs, are as follows
(all in the United States):

                                            10/31/2012      10/31/2011
                                           ----------       ----------
 Operating Revenues                          $79,104          $75,520
                                           ---------          -------
 Costs & expenses:
   Exploration                                69,718           57,600
   Lease operating expenses                  117,357          105,600
   Depletion                                  25,155           16,412
                                           ---------          -------
 Total costs & expenses                      212,230          179,612
                                           ---------          -------

 Income (loss) before income taxes          (133,126)        (104,092)
                                           ---------          -------
 Income tax (expense) benefit                 51,919           40,596
                                           ---------          -------
 Results of operations                     $ (81,207)        $(63,496)
                                           =========         ========

14. Supplementary Oil and Gas Information (Unaudited)

The following  supplemental  information regarding the oil and gas activities of
the Company is presented pursuant to the disclosure requirements  promulgated by
the Securities  and Exchange  Commission  ("SEC") and FASB ASC 932,  Disclosures
About Oil and Gas Producing Activities.

Estimated net quantities of reserves of oil and gas for the years ended October
31, 2012 and 2011:

                                                                   Gallons
                                         Oil (Bbl)   Gas (Mcf)     NG Liquid
                                       -----------  ----------    ----------
  Balance, October 31, 2010                    -            -             -
     Revision of previous estimates            -            -             -
     Purchase of reserves in place         6,532      701,496     5,522,505
     Extensions, discoveries, and
       other additions                         -            -             -
     Sale of reserves in place                 -            -             -
     Production                             (206)      (4,571)      (28,359)
                                        --------     --------     ---------
  Balance, October 31, 2011                6,326      696,925     5,494,146
     Revision of previous estimates         (575)    (102,871)      250,647
     Purchase of reserves in place             -            -             -
     Extensions, discoveries, and
        other additions                        -            -             -
     Sale of reserves in place                 -            -             -
     Production                             (417)      (5,015)      (20,375)
                                        --------     --------     ---------
  Balance, October 31, 2012                5,334      589,039     5,724,418
                                        ========     ========     =========

                                      F-18
Developed at October 31, 2011           6,326       59,676              -
   Proved undeveloped at October
     31, 2011                                  -      637,249      5,494,146
                                       ---------    ---------     ----------
        Balance, October 31, 2011          6,326      696,925      5,494,146
                                       =========    =========     ==========

   Developed at October 31, 2012           5,334       28,667              -
   Undeveloped at October 31, 2012             -      560,372      5,724,418
                                       ---------    ---------     ----------
        Balance, October 31, 2012          5,334      589,039      5,724,418
                                       =========    =========     ==========

Standardized  Measure of Discounted Future Net Cash Flows Relating to Proved Oil
and Gas Reserves (Unaudited)

     The  following  is based on natural  gas and oil  reserves  and  production
volumes  estimated  by the  Company.  It may be useful  for  certain  comparison
purposes,  but should not be solely relied upon in evaluating the Company or its
performance. Further, information contained in the following table should not be
considered as representative or realistic  assessments of future cash flows, nor
should the Standardized Measure of Discounted Future Net Cash Flows be viewed as
representative of the current value of the Company.

     The  Company  believes  that the  following  factors  should be taken  into
account in reviewing  the  following  information:  (1) future costs and selling
prices will likely differ from those required to be used in these  calculations;
(2) due to future market conditions and governmental  regulations,  actual rates
of production  achieved in future years may vary  significantly from the rate of
production assumed in these calculations;  (3) selection of a 10% discount rate,
as required  under the  accounting  codification,  is  arbitrary  and may not be
reasonable as a measure of the relative  risk  inherent in realizing  future net
oil and gas  revenues;  and (4) future net  revenues may be subject to different
rates of income taxation.

     Under the  Standardized  Measure,  future cash  inflows  were  estimated by
applying the 12-month  average  pricing of oil and gas relating to the Company's
proved  reserves  to the  year-end  quantities  of those  reserves.  Future cash
inflows were reduced by estimated future  development and production costs based
upon  year-end  costs in order to  arrive at net cash flow  before  tax.  Future
income tax expense has been  computed by applying  year-end  statutory  rates to
future  pretax  net  cash  flows  and  the  utilization  of net  operating  loss
carry-forwards.

     Management  does not rely solely  upon the  following  information  to make
investment and operating  decisions.  Such decisions are based upon a wide range
of factors,  including  estimates of probable,  as well as proved reserves,  and
varying price and cost assumptions  considered more representative of a range of
possible economic conditions that may be anticipated.

     Information  with  respect  to the  Company's  Standardized  Measure  is as
follows:

                                              10/31/2012       10/31/2011
                                            -------------     -----------

Future cash inflows                        $  6,703,766       $11,348,741
Future production costs                      (1,674,164)       (1,521,494)
Future development costs                     (3,478,125)       (3,443,000)
Future income tax expense                      (605,076)       (2,489,857)
                                           ------------       -----------
Future net cash flows                           946,401         3,894,390
10% annual discount for estimated timing
   of cash flows                               (866,004)       (1,314,983)
                                           ------------       -----------
Standardized measure of discounted
   future net cash flows                   $     80,397       $ 2,579,407
                                           ============       ===========

                                      F-19
There have been  significant  fluctuations  in the posted prices of oil and
natural  gas  during  the  last  three  years.  Prices  actually  received  from
purchasers  of the  Company's  oil and gas are adjusted  from posted  prices for
location differentials, quality differentials, and BTU content. Estimates of the
Company's reserves are based on realized prices.

     The  following  table  presents  the  prices  used to prepare  the  reserve
estimates,  based upon the unweighted arithmetic average of the first day of the
month price for each month  within the 12 month  period  prior to the end of the
respective reporting period presented:

                                    Oil (Bbl)    Gas (Mcf)      NG Liquid

October 31, 2011 (Average)          $ 91.57       $ 4.76          $ 1.36
October 31, 2012 (Average)          $ 92.94       $ 3.04          $ 0.77

Principal  changes in the  Standardized  Measure for the years ended October 31,
2012 and 2011 were as follows:

                                                   10/31/2012     10/31/2011
                                                  -----------     ----------

Standardized measure, beginning of year           $ 2,579,407     $        -
Purchase of reserves in place                               -      4,198,457
Sale and transfers, net of production costs            38,253         30,080
Net changes in prices and production costs         (2,990,267)             -
Extensions, discoveries, and improved recovery              -              -
Changes in estimated future development costs        (192,936)             -
Development costs incurred during the period          250,991              -
Revision of quantity estimates                       (163,262)             -
Accretion of discount                                 422,854              -
Net change in income taxes                          1,597,729     (1,649,130)
Changes in timing and other                        (1,462,372)             -
                                                -------------    -----------
Standardized measure, end of year                 $    80,397    $ 2,579,407
                                                =============    ===========

                                      F-20
NATURAL RESOURCE GROUP, INC.

                              FINANCIAL STATEMENTS

                      FOR THE NINE MONTHS ENDED JULY 31, 2013 AND 2012

                                      F-21
Natural Resource Group, Inc.
                          Notes to Financial Statements
                             July 31, 2013 and 2012

Balance Sheet as of July 31, 2013 (unaudited) F-1 Statements  Operations for the
Nine Months  Ended July 31, 2013 and 2012  (unaudited)  F-2  Statements  of Cash
Flows for the Nine Months Ended July 31, 2013 and 2012  (unaudited) F-3 Notes to
Unaudited Financial Statements F-4

                                      F-22
Natural Resource Group, Inc.
                                 BALANCE SHEETS
                                   (Unaudited)

                                                July 31, 2013   October 31, 2012
                                                -------------   ----------------
                       ASSETS
CURRENT ASSETS
   Cash                                          $  190,973       $    1,051
   Accounts receivable, trade                        17,813           14,281
   Prepaid expenses                                   4,770            5,703
                                                 ----------       ----------
       Total current assets                         213,556           21,035
                                                 ----------       ----------

   Property and Equipment, net of accumulated
     depreciation of $3,723 and $1,494                2,542            2,632
   Oil and gas properties - proved (successful
     efforts method) net of accumulated depletion
     of $70,867 and $47,567                       2,623,522        2,607,585

       Total assets                             $ 2,839,620      $ 2,631,252
                                                ===========      ===========

        LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                             $    86,212      $    89,017
   Accounts payable, related party                  145,937           92,295
   Accrued interest                                   2,367            4,605
   Accrued interest, related party                   12,813            8,233
   Notes payable                                    281,932                -
   Accrued expenses                                 186,863          172,013
                                                 ----------       ----------

       Total current liabilities                    716,124          366,163
                                                 ----------       ----------

LONG TERM LIABILITIES

   Notes payable, related party                      78,000          139,800
   Long term debt                                    21,700          223,386
   Asset retirement obligation                      221,289          203,889

COMMITMENTS AND CONTINGENT LIABILITIES                    -                -

STOCKHOLDERS' EQUITY
 Preferred stock, $0.2394 par value 20,000,000
  shares authorized:
    Series A Convertible, 1,044,101 shares
     authorized 0 and 208,820 shares issued and
       outstanding                                        -           49,992
   Common stock, $0.0001 par value, 80,000,000
     shares authorized, 14,483,401 and 13,093,704
     shares issued and outstanding                    1,448            1,309
   Additional paid in capital                     4,672,502        3,484,763
   Accumulated deficit                           (2,871,443)      (1,838,050)
                                                 ----------       ----------
       Total stockholders' equity                 1,802,507        1,698,014
                                                 ----------       ----------

       Total liabilities and stockholders'
         equity                                 $ 2,839,620      $ 2,631,252
                                                ===========      ===========

          See accompanying notes to the unaudited financial statements.

                                      F-23
Natural Resource Group, Inc.
                         STATEMENTS OF OPERATIONS
                                (Unaudited)
                                                   Nine Months Ended
                                               July 31,           July 31,
                                                 2013               2012
                                             ------------        ---------
Operating revenues
   Oil and gas sales                        $    44,573       $     77,403

Operating expenses
   Exploration costs, including dry holes        49,520             26,846
   Lease operating expenses                     155,542             73,890
   General and administrative                   372,460            398,377
   Depreciation expense                           2,229                333
   Depletion expense                             23,300             24,614
   Accretion expense                             17,400             17,400
                                        ----------------  -----------------
     Total operating expenses                   620,451            541,460
                                        ----------------  -----------------
(Loss) from operations                        (575,878)          (464,057)
                                        ----------------  -----------------

Other income (expense)
   Loss on debt extinguishment                (330,638)                  -
   Loss on disposition of assets               (34,480)                  -
   Interest expense                            (92,397)           (44,937)
                                        ----------------  -----------------
     Other income (expense), net              (457,515)           (44,937)
                                        ----------------  -----------------
Net (loss)                                $ (1,033,393)      $   (508,994)
                                        ================  =================
Net (loss) per common share
   Basic and diluted                       $     (0.08)      $      (0.04)
                                        ================  =================

Weighted average shares outstanding
   Basic and diluted                         13,412,898         12,923,129
                                        ================  =================

      See accompanying notes to the unaudited financial statements.

                                      F-24
Natural Resource Group, Inc.
                              STATEMENTS OF CASH FLOWS
                                    (Unaudited)

                                                         Nine Months Ended
                                                  July 31, 2013    July 31, 2012
                                                  --------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net (loss)                                   $ (1,033,393)     $  (508,994)
    Adjustments to reconcile net (loss)
    to net cash (used in) operating activities:
        Depreciation expense                            2,229              333
        Depletion expense                              23,300           24,614
        Accretion expense                              17,400           17,400
        Loss on debt extinguishment                   330,638                -
        Loss on sale of assets                         34,480                -
        Amortization of discount on notes payable      59,925           26,752
        (Increase) decrease in assets:
           Accounts receivable, trade                  (3,533)            1,501
           Prepaid expense                                933          (8,801)
        Increase (decrease) in liabilities:
           Accounts payable                             2,431           40,848
           Accounts payable - related parties         139,850           68,771
           Accrued expenses                           (69,016)         (23,809)
                                                 ------------       ----------
      Net cash (used in) operating activities        (494,756)        (361,385)
                                                 ------------       ----------

CASH FLOWS FROM INVESTING ACTIVITIES:

     Cash paid for properties                         (39,237)        (241,629)
     Cash paid for purchase of fixed assets           (61,319)               -
     Proceeds from sale of fixed assets                24,700                -
                                                 ------------       ----------
       Net cash (used in) investing activities        (75,856)        (241,629)
                                                 ------------       ----------

CASH FLOWS FROM FINANCING ACTIVITIES:

     Proceeds from sale of common stock,
       net of issuance costs                          742,013          350,000
     Proceeds from notes payable                       81,700          320,000
     Payments on notes payable                        (61,800)          (1,105)
     Payments on notes payable, related party          (1,379)         (28,957)
                                                 ------------       ----------
       Net cash provided by financing activities      760,534          639,938
                                                 ------------       ----------

INCREASE (DECREASE) IN CASH                           189,922           36,924

BEGINNING BALANCE                                       1,051           66,984
                                                 ------------       ----------
ENDING BALANCE                                    $   190,973       $  103,908
                                                 ============       ==========
Cash paid for income taxes                                  -                -
                                                 ============       ==========
Cash paid for interest                              $  16,232       $   14,951
                                                 ============       ==========

                                      F-25
Supplemental schedule of non-cash investing and
  financing activities:
    Issuance of common stock in exchange for
    cancellation of payables                       $   65,240       $        -
    Conversion of preferred stock to common stock  $   49,992       $        -
      Assignment of Net Profits Interest           $        -       $  136,599

               See accompanying notes to the financial statements.

                                      F-26
Natural Resource Group, Inc.
                          Notes to Financial Statements
                             July 31, 2013 and 2012

The accompanying  unaudited consolidated financial statements have been prepared
in accordance with accounting  principles generally accepted in the US (US GAAP)
for interim  financial  information  and with the  instructions to Form 10-Q and
Article  10 of  Regulation  S-X.  Accordingly,  they do not  include  all of the
information and notes required by US GAAP for complete financial statements. The
accompanying  consolidated financial statements at July 31, 2013 and October 31,
2012 and for the three and nine months  ended July 31, 2013 and 2012 contain all
normally recurring  adjustments  considered necessary for a fair presentation of
our financial  position,  results of  operations,  cash flows and  stockholders'
equity for such  periods.  Operating  results for the nine months ended July 31,
2013 are not necessarily  indicative of the results that may be expected for the
year ending October 31, 2013.

1.  Business Description and Summary of Significant Accounting Policies

Organization

Natural Resource Group, Inc., (or the "Company") was incorporated under the laws
of Colorado on October 17, 2000. The Company was inactive until May 2010 when it
commenced  operations as an oil and gas exploration  company operating primarily
in Colorado.  The Company was considered in the development stage until December
2011  when  it  acquired  8  producing  oil and gas  wells  and 1 shut in  well,
compression and separating  equipment,  approximately  6,800 acres in the Garcia
Field located in South Eastern Colorado and 640 acres of undeveloped oil and gas
leases in  Huerfano  County  Colorado.  Of the  producing  wells  acquired 4 are
located in the Wattenburg  Field in North East Colorado,  2 wells and the 1 shut
in well are  located in Morgan  County  Colorado  and 4 wells are located in the
Garcia Field.

The Company does not have an interest in any unconsolidated entities nor does it
have any unconsolidated special purpose entities.

Going Concern

As shown in the accompanying financial statements,  we have incurred significant
operating  losses  since  inception  aggregating  $2,871,443  and have  negative
working  capital in the amount of $502,568  at July 31,  2013.  We have  limited
financial  resources  until such time as we are able to generate  positive  cash
flow from operations. These factors raise substantial doubt about our ability to
continue as a going concern.  Our ability to achieve and maintain  profitability
and positive cash flow is dependent  upon our ability to locate  profitable  oil
and gas properties,  generate revenue from our planned business operations,  and
control exploration cost. Management plans to fund its future operation by joint
venturing,  obtaining additional financing,  and attaining additional commercial
production.  However,  there  is no  assurance  that we  will be able to  obtain
additional  financing  from  investors or private  lenders,  or that  additional
commercial production can be attained.

The financial  statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern

2.  Notes Payable Affiliates

In December  2010,  the Company  entered into a purchase  and sale  agreement to
acquire certain oil and gas assets located in Adams, County, Broomfield, County,
Huerfano County, Las Animas County, Morgan County and Weld County Colorado.  The
Company  issued  2,500,000  shares of its $0.0001 par value  Common  Stock and a
promissory  note for $360,000  bearing  interest at 10% with a maturity  date of
March 1,  2011.  The  promissory  note is  collateralized  by the  property  and
equipment   transferred  and  was  subsequently   subrogated  to  a  convertible
promissory  note on January 12, 2012.  The balance due on the note is $78,000 at
July 31, 2013 with interest  accrued in the amount of $12,813.  The loan matures
on December 11, 2015.

3.  Notes Payable

Convertible  Promissory  Note--On  January 12, 2012 the Company  entered  into a
convertible promissory note bearing interest at 10%, due January 11, 2014 and is
collateralized by a first priority deed of trust in approximately 4,600 acres of
oil and gas leasehold interests in the Garcia Field together with the existing

                                      F-27
wells and  equipment  in the field.  The terms  provide  for an initial  draw of
$150,000 with the  potential  for two  subsequent  draws of $100,000  each.  The
Company has drawn  $250,000 on the  facility and the balance at July 31, 2013 is
$247,516.  The lender has the right to convert  the  principal  to a 10% working
interest in the collateral as well as a 10% working  interest in all wells owned
by the  Company  in the  Garcia  Field in which the  lender  does not have a 20%
modified net profits  interest.  In the event the  principal  amount owed at the
time of conversion is less than  $350,000,  the working  interest  received upon
conversion will be reduced proportionately.  The Company has the right to prepay
the note  without  penalties or fees after giving the lender ten days' notice of
its intent.  If lender does not elect to convert within 10 days after  receiving
the  notice,  the  conversion  rights  terminate.  The Company  recognized  debt
discount  amortization  of $59,925 and $26,752 during the nine months ended July
31, 2013 and 2012,  respectively.  The note has unamortized debt discount in the
amount of $35,584 as of July 31, 2013.

Convertible  Promissory Note--On May 18, 2012 the Company entered into a $70,000
convertible  promissory note bearing interest at 10%, due May 31, 2014. The note
is collateralized by a second priority deed of trust on all the wells, equipment
and approximately  4,600 acres of oil and gas leasehold  interests in the Garcia
Field. The lender has the right to convert the principal balance to a 2% working
interest in the  collateral or 70,000  shares of the Company's  $0.001 par value
common stock.  In the event the principal is less than $70,000,  the  conversion
shall be reduced  proportionately.  The Company has the right to prepay the note
without  penalties  or fees after  giving  the  lender  ten days'  notice of its
intent.  If lender does not elect to convert within 10 days after  receiving the
notice, the conversion rights terminate.

Installment  Loan--the  Company entered into an installment loan on July 4, 2013
bearing interest of 5.39%.  The loan is payable in monthly  installments of $464
over 48  months  commencing  August 4,  2013.  The loan is  collateralized  by a
vehicle.

The following summarizes the notes payable as of July 31, 2013:

      Convertible promissory note               $   247,516
      Debt discount, net of amortization            (35,584)
      Note payable, affiliate                        78,000
      Convertible promissory note                    70,000
      Installment loan                               21,700
                                                ------------
                                                    381,632
      Current portion                              (281,932)
                                                ------------
      Long-term debt                            $    99,700
                                                ============

4.  Asset Retirement Obligation

The following table reflects a reconciliation  of the Company's asset retirement
obligation liability for the period from October 31, 2012 through July 31, 2013:

      Beginning asset retirement obligation     $   203,889
           Liabilities incurred                           -
           Liabilities settled                            -
           Accretion expense                         17,400
           Revision to estimated cash flows               -
                                                -----------
      Ending asset retirement obligation        $   221,289
                                                ===========

5.  Stockholder's Equity

The Company issued 785,000 shares of Common Stock during the nine months ended
July 31, 2013 in exchange for cash in the amount of $785,000.

                                      F-28
In May and June 2013,  the  Company  issued  395,877  shares of Common  Stock in
consideration  of the cancellation of $65,240 of accounts  payable.  The Company
recorded a loss on extinguishment of debt on these transactions in the amount of
$330,638 for the nine months ended July 31, 2013.

In May 2013,  the $0.2394 par value Class A Preferred  stock was converted  from
208,820 shares of preferred stock to 208,820 shares of Common Stock.

In October 2013,  the Company sold 74,750 shares of its Common Stock for cash of
$74,750.

6.  Commitments and Contingent Liabilities

   Legal

     We are subject to legal proceedings,  claims and liabilities which arise in
the ordinary  course of  business.  We accrue for losses  associated  with legal
claims when such losses are  probable  and can be  reasonably  estimated.  These
accruals  are  adjusted  as   additional   information   becomes   available  or
circumstances change. Legal fees are charged to expense as they are incurred.

   Environmental

     We accrue for losses associated with environmental  remediation obligations
when such losses are probable and can be reasonably  estimated.  These  accruals
are  adjusted as  additional  information  becomes  available  or  circumstances
change. Costs of future expenditures for environmental  remediation  obligations
are  not  discounted  to  their  present  value.   Recoveries  of  environmental
remediation costs from other parties are recorded at their undiscounted value as
assets when their receipt is deemed probable.

7.  Subsequent Events

     In  November  2013,  the  Company  entered  into an  agreement  to exchange
securities with  Diversified  Resources,  Inc.  whereby the  shareholders of the
Company received 14,558,158 shares of Diversified  Resources,  Inc.'s $0.001 par
value common shares. The exchange was consummated in November 2013.

                                      F-29
NATURAL RESOURCE GROUP, INC.

                         PRO FORMA FINANCIAL STATEMENTS

                                      F-30
Diversified Resources, Inc.
                                    UNAUDITED PRO FORMA BALANCE SHEET
                                              July 31, 2013
Natural                             Adjusted
                                                Diversified      Resource               Pro Forma    Pro Forma
                                               Resources, Inc.  Group, Inc.    Notes   Adjustments      Totals
                                               --------------   -----------    -----   -----------   ---------
                       ASSETS
CURRENT ASSETS
   Cash                                         $    1,671      $  190,973       2     $   (1,671)   $  190,973
   Accounts receivable, trade                            -          17,813                      -        17,813
   Prepaid expenses                                      -           4,770                      -         4,770
                                                ----------      ----------             ----------    ----------
       Total current assets                          1,671         213,556                 (1,671)      213,556
                                                ----------      ----------             ----------    ----------

   Property and Equipment, net of accumulated
     depreciation of $3,723 and $1,494                               2,542                      -         2,542
   Oil and gas properties - proved (successful
     efforts method) net of accumulated
     depletion of $70,867 and $47,567                    -       2,623,522                      -    $2,623,522
                                                ----------      ----------             ----------    ----------
       Total assets                             $    1,671      $2,839,620             $   (1,671)   $2,839,620
                                                ==========      ==========             ==========    ==========

       LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Accounts payable                             $  230,533      $   86,212       1       (230,533)   $   86,212
   Accounts payable, related parties                14,000         145,937       1        (14,000)      145,937
   Notes payable, related party                          -         281,932                      -       281,932
   Accrued expenses                                      -         186,863                      -       186,863
   Accrued interest                                      -           2,367                      -         2,367
   Accrued interest, affiliates                          -          12,813                      -        12,813
                                                ----------      ----------             ----------    ----------
       Total current liabilities                   244,533         716,124               (244,533)      716,124
                                                ----------      ----------             ----------    ----------

LONG TERM LIABILITIES
   Notes payable, related party                          -          78,000                      -        78,000
   Long term debt                                        -          21,700                      -        21,700
   Asset retirement obligation                           -         221,289                      -       221,289
F-31
Natural                               Adjusted
                                                Diversified      Resource               Pro Forma      Pro Forma
                                               Resources, Inc.  Group, Inc.    Notes   Adjustments      Totals
                                               --------------   -----------    -----   -----------     ---------
COMMITMENTS AND CONTINGENT LIABILITIES

STOCKHOLDERS' EQUITY
   Preferred stock,                                      -               -                                    -
   Common stock                                      5,250           1,448       1         (1,448)       19,808
                                                                                 1         14,558
   Additional paid in capital                       74,750       4,672,502       1        (93,110)    4,654,142
   Deficit accumulated in the development stage   (322,862)              -                322,862             -
   Accumulated (deficit)                                        (2,871,443)                          (2,871,443)
                                                ----------      ----------             ----------    ----------
       Total stockholders' equity                 (242,862)      1,802,507                242,862     1,802,507
                                                ----------      ----------             ----------    ----------

   Total liabilities and stockholders' equity   $    1,671      $2,839,620                 (1,671)    2,839,620
                                                ==========      ==========             ==========    ==========
F-32
Diversified Resources, Inc.
                              UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS
                              For the Fiscal Year Ended October 31, 2012
Natural
                                      Diversified        Resource
                                    Resources, Inc.      Group, Inc.       Adjustments       Pro Forma
                                    ----------------    ------------      ------------       ---------

Operating revenues                    $       -         $   79,104          $       -       $   79,104
                                      ---------          ---------          ---------       ----------
Operating expenses
   Exploration costs, including
     dry holes                                              69,718                  -           69,718
   Lease operating expenses              72,976            117,357                  -          190,333
   General and administrative             8,250            497,258                  -          505,508
   Accretion expense                          -             19,245                  -           19,245
   Abandonments                               -            120,798                  -          120,798
   Depreciation, depletion and
     amortization                             -             26,303                  -           26,303
                                      ---------          ---------          ---------       ----------
     Total operating expenses            81,226            850,679                  -          931,905
                                      ---------          ---------          ---------       ----------
(Loss) from operations                  (81,226)          (771,575)                 -         (852,801)
                                      ---------          ---------          ---------       ----------
Other income (expense)
   Interest expense                           -            (70,644)                 -          (70,644)
                                      ---------          ---------          ---------       ----------
 Other income (expense), net                  -            (70,644)                 -          (70,644)
                                      ---------          ---------          ---------       ----------
(Loss) before income taxes              (81,226)          (842,219)                 -         (923,445)
                                      ---------          ---------          ---------       ----------
Net (loss)                            $ (81,226)        $ (842,219)         $       -       $ (923,445)
                                      =========         ==========          =========       ==========

Net (loss) per common share
   Basic and diluted                  $   (0.02)        $    (0.06)         $       -       $    (0.05)
                                      =========         ==========          =========       ==========

Weighted average shares outstanding
   Basic and diluted                  5,252,000         12,966,615                  -       19,815,150
                                      =========         ==========          =========       ==========
Reflects the  assumption  that Shares O/S as if from the beginning of the period
for the pro forma

                                      F-33
Diversified Resources Inc.
                              UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS
                                    Nine Months Ended July 31, 2013
Natural
                                      Diversified        Resource
                                    Resources, Inc.      Group, Inc.       Adjustments        Pro Forma
                                    ----------------    ------------      ------------        ---------

Operating revenues                      $       -            44,573                  -        $   44,573
                                        ---------         ---------          ---------        ----------

Operating expenses
   Exploration costs, including
     dry holes                                  -            49,520                  -            49,520
   Lease operating expenses                19,038           155,542                  -           174,580
   General and administrative              12,675           372,460                  -           385,135
   Accretion expense                            -            17,400                  -            17,400
   Depreciation, depletion and
     amortization                               -            25,529                  -            25,529
                                        ---------         ---------          ---------        ----------
     Total operating expenses              31,713           620,451                  -           652,164
                                        ---------         ---------          ---------        ----------
(Loss) from operations                   (31,713)         (575,878)                  -          (607,591)
                                        ---------         ---------          ---------        ----------

Other income (expense)
   Loss on debt extinguishment                  -          (330,638)                 -          (330,638)
   Gain (loss) on sale of assets                -          (34,480)                  -           (34,480)
   Interest expense                             -          (92,397)                  -           (92,397)
                                        ---------         ---------          ---------        ----------
   Other income (expense), net                  -         (457,515)                  -          (457,515)
                                        ---------         ---------          ---------        ----------
(Loss) before income taxes
                                         (31,713)       (1,033,393)                  -        (1,065,106)
                                        ---------         ---------          ---------        ----------
Net (loss)                           $   (31,713)     $ (1,033,393)          $       -       $(1,065,106)
                                     ===========      ============           =========       ===========

Net (loss) per common share
   Basic and diluted                 $     (0.01)      $     (0.08)          $       -       $     (0.05)
                                     ===========      ============           =========       ===========

Weighted average shares outstanding
   Basic and diluted                   5,250,000        13,412,898                            19,815,150
                                     ===========      ============                           ===========
Reflects the  assumption  that Shares O/S as if from the beginning of the period
for the pro forma

                                      F-34
PRO FORMA ADJUSTMENTS TO BALANCE SHEET AND STATEMENTS OF OPERATIONS

Basis of Presentation

      In November 2013, Diversified Resources, Inc. ("DRI") entered into an
      agreement to exchange securities with Natural Resource Group, Inc. ("NRG")
      and closed the share exchange agreement in November 2013. The shareholders
      of NRG received 14,558,158 shares of DRI's $0.001 par value common shares.
      Immediately prior to the transaction, there were 5,250,000 shares issued
      and outstanding and 19,158,150 shares issued and outstanding after the
      transaction was consummated.

      The accompanying pro forma balance sheets as of October 31, 2012 and pro
      forma statements of operations for the years ended October 31, 2012 and
      the nine months ended July 31, 2013 representing the accounts of DRI and
      NRG. The accompanying pro forma balance sheets and pro forma statements of
      operations are presented as if the acquisition of NRG occurred on October
      31, 2012. The unaudited pro forma balance sheet as of October 31, 2012 was
      based on the audited balance sheet of DRI and NRG combined with pro forma
      adjustments to give effect to the reverse merger as if it occurred on
      October 31, 2012. The unaudited pro forma statements of operations gives
      effect to the merger as if it occurred at the beginning of the year ended
      October 31, 2012.

      Pro forma earnings (loss) per share is computed using the number of common
      shares of DRI outstanding including the common shares issued to NRG to
      effect the transaction at the beginning of the periods presented.

      These unaudited pro forma financial statements are provided for
      illustrative purposes and do not purport to represent what the Company's
      financial position would have been if such transactions had occurred on
      the above mentioned date. These statements were prepared based on
      accounting principles generally accepted in the United States. The use of
      estimates is required and actual results could differ from the estimates
      used. The Company believes the assumptions used provide a reasonable basis
      for presenting the significant effects directly attributable to the
      acquisition.

      The pro form statements of operations may not necessarily reflect the
      results of operations had the acquisition actually occurred as of the
      dates indicates.

   Subsequent Event

      In November 2013, the DRI entered into, and consummated, an agreement to
      exchange securities with NRG whereby the shareholders of the NRG received
      14,558,158 shares of Diversified Resources, Inc.'s $0.001 par value common
      shares.

   Explanation of Adjustments

1.       Issuance of Common Shares
2.       To reflect the issuance of 14,558,150 shares of DRI in exchange for
         100% of the outstanding shares of NRG and reclassify accumulated
         deficit to additional paid in capital in accordance with the principles
         applicable to reverse acquisition accounting.
3.       Changes in Current Liabilities and Current Assets
         To reflect the reduction of cash and the assumption of payables by the
         principals of DRI.

                                      F-35
Item 3.02   Unregistered Sales of Equity Securities

      The Company relied upon the exemption provided by Rule 506 of the
Securities and Exchange Commission with respect to the shares issued to the
shareholders of Natural Resource Group. See Item 2.01 of this report.

Item 5.01   Changes in Control of Registrant

      See Item 2.01 of this report.

Item 5.02  Departure of Directors or Principal Officers; Election of Directors;
           Appointment of Principal Officers

      See Item 2.01 of this report.

Item 5.06  Change in Shell Company Status

      See Item 2.01 of this report.

Item 5.07  Submission of Matters to a Vote of Security Holders

     On  November  21,  2013,  a  shareholder  owning  3,000,000  shares  of the
Company's common stock  (approximately 57% of the Company's  outstanding shares)
approved,  by written consent,  the Plan of Share Exchange with Natural Resource
Group, Inc.

Item 9.01  Financial Statements and Exhibits

a)    Attached
b)    Attached
d)    Exhibits

Exhibit
Number     Description

  2        Agreement to Exchange Securities between Natural Resource Group, Inc.
           and Diversified Resources, Inc.

  3.1      Articles of Incorporation

  3.2      Bylaws

 10.1      Participation Agreement/Net Profits Interest

 10.2      Note Payable - Energy Oil and Gas, Inc.
10.3      Convertible Promissory Note - $350,000

 10.4      Convertible Promissory Note - $70,000

 99.1      Reserve Report - Garcia Field

 99.2      Reserve Report - D-J Basin
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: November 21, 2013                   DIVERSIFIED RESOURCES, INC.

                                          By: /s/ Paul Laird
                                             ------------------------------
                                             Paul Laird, President
EXHIBITS