RIOB / Rio Bravo Oil, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

RIOB / Rio Bravo Oil, Inc.

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Rio Bravo Oil FORM NT 10-K

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number 000-54564 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ? Form 11-K ? Form 20-F ? Form 10-Q ? Form N-SAR For Period Ended: December 31, 2014 ? Transition Report on Form 10-K ? Transition Report on Form 10-Q ? Transition Report on Form 20-F ? Transition Report on Form N-SAR ? Transition Report on Form 11-K For Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Rio Bravo Oil FORM 10-Q (Quarterly Report)

UNITED STATES U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended September 30, 2014 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to RIO BRAVO OIL, INC. (Exact name of small business issuer as speci

RIOB / Rio Bravo Oil, Inc. NT 10-Q - - NT 10-Q

SECURITIES AND EXCHANGE COMMISSION SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number 000-54564 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q [ ] Form N-SAR For Period Ended: September 30, 2014 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR [ ] Transition Report on Form 11-K For Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

UNITED STATES U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) T QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended June 30, 2014 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to RIO BRAVO OIL, INC. (Exact name of small business issuer as specified in i

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

UNITED STATES U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) T QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended March 31, 2014 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to RIO BRAVO OIL, INC. (Exact name of small business issuer as specified in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2013 Transition Report Under Section 13 or 1

10-K 1 v37442010k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2013 Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-54564 RIO BR

- NT 10-K

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number 000-54564 NOTIFICATION OF LATE FILING (Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR For Period Ended: December 31, 2013 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR [ ] Transition Report on Form 11-K For Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2013 Rio Bravo Oil, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 000-54564 42-1771917 (State or Other Jurisdiction of Incorporation) (Commission Fil

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) T QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended September 30, 2013 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to RIO BRAVO OIL, INC. (Exact name of small business issuer as specified in its charte

Rio Bravo Oil, Inc. Announces Farmout Agreements

EX-99.1 4 v355934ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 Rio Bravo Oil, Inc. Announces Farmout Agreements Houston, September 26, 2013 /PRNewswire/ - Rio Bravo Oil, Inc. (OTCBB: RIOB) ("Rio Bravo" or the "Company"), a domestic onshore oil company, announced today that it executed two Farmout Agreements with 0947388 BC, Ltd. and its assign HBP Energy Corp., covering the Edwards and Buda formations on i

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2013 Rio Bravo Oil, Inc. (Exact name of registrant) Nevada 000-54564 42-1771917 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number)

RIO BRAVO OIL, INC. 2425 Fountain View Drive, Ste. 300 Houston, Texas 77057 September 16, 2013

EXHIBIT 2.2 RIO BRAVO OIL, INC. 2425 Fountain View Drive, Ste. 300 Houston, Texas 77057 September 16, 2013 0947388 BC, Ltd. C/O Barry Sheahan, C.A. 3981A Kingsway, Burnaby, BC Canada V5H1Y7 Subject: Farmout Agreement Buda Rights Gentlemen: This letter, when accepted as herein provided, will be a Farmout Agreement between RIO BRAVO, INC. (herein called "Farmer") and 0947388 BC, Ltd., a Canadian Lim

RIO BRAVO OIL, INC. 2425 Fountain View Drive, Ste. 300 Houston, Texas 77057 September 26, 2013

EXHIBIT 2.1 RIO BRAVO OIL, INC. 2425 Fountain View Drive, Ste. 300 Houston, Texas 77057 September 26, 2013 0947388 BC, Ltd. C/O Barry Sheahan, C.A. 3981A Kingsway, Burnaby, BC Canada V5H1Y7 Subject: Farmout Agreement Edwards Rights Gentlemen: This letter, when accepted as herein provided, will be a Farmout Agreement between RIO BRAVO, INC. (herein called "Farmor") and 0947388 BC, Ltd., a Canadian

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) T QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended June 30, 2013 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to RIO BRAVO OIL, INC. (Exact name of small business issuer as specified in its charter) Ne

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) T QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended March 31, 2013 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to RIO BRAVO OIL, INC. (Exact name of small business issuer as specified in its charter) N

- FORM 12B-25

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number 000-54564 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 11-K ¨ Form 20-F x Form 10-Q ¨ Form N-SAR For Period Ended: March 31, 2013 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR ¨ Transition Report on Form 11-K For Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2012 ¨ Transition Report Under Section 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2012 ¨ Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-54564 RIO BRAVO OIL, INC. (Exact name of

- NT 10-K

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number 000-54564 NOTIFICATION OF LATE FILING (Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR For Period Ended: December 31, 2012 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR [ ] Transition Report on Form 11-K For Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) T QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended September 30, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to RIO BRAVO OIL, INC. (Exact name of small business issuer as specified in its charte

- NT 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number 000-54564 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q [ ] Form N-SAR For Period Ended: September 30, 2012 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR [ ] Transition Report on Form 11-K For Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q/A Amendment No. 1

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended June 30, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to RIO BRAVO OIL, INC. (Exact name of small business issuer as specified

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended June 30, 2012 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to RIO BRAVO OIL, INC. (Exact name of small business issuer as specified in its charter) Ne

Numa Luling LLC (An Exploration Stage Company) Financial Statements March 31, 2012 and March 31, 2011 INDEX TO INTERIM FINANCIAL STATEMENTS

EXHIBIT 99.4 Numa Luling LLC (An Exploration Stage Company) Financial Statements March 31, 2012 and March 31, 2011 INDEX TO INTERIM FINANCIAL STATEMENTS Page Unaudited Condensed Balance Sheets F-1 Unaudited Condensed Statements of Operations F-2 Unaudited Condensed Statements of Cash Flows F-3 Notes to the Unaudited Condensed Financial Statements F-4 NUMA LULING, LLC (An Exploration stage Company)

Eagle Ford Oil Company, Inc. Financial Statements December 31, 2011 Eagle Ford Oil Company, Inc. (An Exploration Stage Company) INDEX TO FINANCIAL STATEMENTS

EXHIBIT 99.1 Eagle Ford Oil Company, Inc. Financial Statements December 31, 2011 Eagle Ford Oil Company, Inc. (An Exploration Stage Company) INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-1 Statement of Assets Acquired and Liabilities Assumed F-2 Statement of Revenues and Direct Expenses F-3 Notes to the Financial Statements F-4 to F-10 Report of Indep

Financial Statements and Exhibits - FORM 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2012 Rio Bravo Oil, Inc. (Exact name of registrant) Nevada 000-54564 42-1771917 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identifi

Eagle Ford Oil Company, Inc. Financial Statements The Three Months Ended March 31, 2012 and 2011 Eagle Ford Oil Company, Inc. (An Exploration Stage Company) INDEX TO FINANCIAL STATEMENTS

EXHIBIT 99.2 Eagle Ford Oil Company, Inc. Financial Statements The Three Months Ended March 31, 2012 and 2011 Eagle Ford Oil Company, Inc. (An Exploration Stage Company) INDEX TO FINANCIAL STATEMENTS Page Unaudited Statement of Assets Acquired and Liabilities Assumed F-1 Unaudited Statement of Revenues and Direct Expenses F-2 Notes to the Unaudited Financial Statements F-3 to F-5 EAGLE FORD OIL CO

Numa Luling, LLC (An Exploration Stage Company) Financial Statements December 31, 2011 and 2010 Numa Luling, LLC (An Exploration Stage Company) INDEX TO FINANCIAL STATEMENTS

EXHIBIT 99.3 Numa Luling, LLC (An Exploration Stage Company) Financial Statements December 31, 2011 and 2010 Numa Luling, LLC (An Exploration Stage Company) INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-1 Balance Sheets F-2 Statements of Operations F-3 Statements of Cash Flows F-4 Statement of Changes in Members' Equity F-5 Notes to the Financial Stat

- NT 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number 000-54564 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 11-K ¨ Form 20-F x Form 10-Q ¨ Form N-SAR For Period Ended: June 30, 2012 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR ¨ Transition Report on Form 11-K For Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2012 Rio Bravo Oil, Inc. (Exact name of registrant) Nevada 000-54564 42-1771917 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 5858

CERTIFICATE OF DESIGNATION SERIES C CONVERTIBLE REDEEMABLE PREFERRED STOCK Par value $.001 RIO BRAVO OIL, INC.

EX-4.1 2 v319976ex4-1.htm EXHIBIT 4.1 EXHIBIT 4.1 CERTIFICATE OF DESIGNATION FOR SERIES C CONVERTIBLE REDEEMABLE PREFERRED STOCK Par value $.001 OF RIO BRAVO OIL, INC. Thomas Bowman and Lynden Rose certify that they are the President and Secretary of Rio Bravo Oil, Inc., a Nevada corporation (the "Company"); that, pursuant to the Company's Articles of Incorporation and applicable Nevada law, the B

- FORM PRER14C

SCHEDULE 14C First Amendment (Rule 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary information statement Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) o Definitive information statement Rio Bravo Oil, Inc.

EX-2.4

PURCHASE AND SALE AGREEMENT

PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this “Agreement”), dated May 25, 2012, is between EAGLE FORD OIL CO.

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT (the “Agreement”) dated as of June 1, 2012, by and between Rio Bravo Oil, Inc.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets - 8-K CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2012 Rio Bravo Oil, Inc. (Exact name of registrant) Nevada 000-54564 42-1771917 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 5858

3% SUBORDINATED CONVERTIBLE DEBENTURE

EX-2.3 4 v315473ex2-3.htm EXHIBIT 2.3 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION S

EX-4.1

RIO BRAVO OIL, INC. 2012 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK PLAN

RIO BRAVO OIL, INC. 2012 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK PLAN 1. DEFINITIONS. Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this Rio Bravo Oil, Inc. 2012 Employee, Director and Consultant Stock Plan, have the following meanings: (a) “Administrator” means the Board, unless it has delegated power to act on its behalf to the Committee, in

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) T QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended March 31, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to RIO BRAVO OIL, INC. (Exact name of small business issuer as specified in its charter) N

Pan American Oil Company LLC (An Exploratory Stage Company) Financial Statements December 31, 2011 INDEX TO FINANCIAL STATEMENTS

EX-99.2 3 v312612ex99-2.htm EXHIBIT 99.2 Pan American Oil Company LLC (An Exploratory Stage Company) Financial Statements December 31, 2011 INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F - 22 Balance Sheet F - 23 Statement of Operations F - 24 Statement of Cash Flows F - 25 Statement of Changes in Members’ Deficit F-26 Notes to the Financial Statements

- PRE 14C

SCHEDULE 14C (Rule 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary information statement Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) o Definitive information statement Rio Bravo Oil, Inc.

Properties Acquired from Rio Bravo Oil, LLC on February 13, 2012 (An Exploration Stage Company) Financial Statements December 31, 2011 and 2010 INDEX TO FINANCIAL STATEMENTS

Properties Acquired from Rio Bravo Oil, LLC on February 13, 2012 (An Exploration Stage Company) Financial Statements December 31, 2011 and 2010 INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheets F-3 Statements of Operations F-4 Statements of Cash Flows F-5 Statement of Net Investment F-6 Notes to the Financial Statements F-7 REPORT OF INDE

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A 2nd Amendment CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2012 Rio Bravo Oil, Inc. (Formerly known as Soton Holdings Group, Inc.) (Exact Name of Registrant as Specified in its Charter) Nevada 000-54564 42-1771917

RIO BRAVO OIL, INC., PAN AMERICAN OIL COMPANY, LLC THE PROPERTIES ACQUIRED FROM RIO BRAVO OIL, LLC ON FEBRUARY 13, 2012 UNAUDITED PRO FORMA BALANCE SHEET AND PRO FORMA STATEMENTS OF OPERATIONS

EX-99.3 4 v312612ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 RIO BRAVO OIL, INC., PAN AMERICAN OIL COMPANY, LLC THE PROPERTIES ACQUIRED FROM RIO BRAVO OIL, LLC ON FEBRUARY 13, 2012 UNAUDITED PRO FORMA BALANCE SHEET AND PRO FORMA STATEMENTS OF OPERATIONS On February 13, 2012, the Company has entered into a Share Exchange Agreement (“SEA”) with Pan American Oil Company, LLC (“Pan American”), whereby Pan Am

EX-2.6

v307727ex2-6 - Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing

EX-2.7

v307727ex2-7 - Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing

PURCHASE AND SALE AGREEMENT

EX-2.1 2 v307727ex2-1.htm EXHIBIT 2.1 EXHIBIT 2.1 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this "Agreement"), dated July 19, 2011, is between RIO BRAVO OIL, L.L.C, a Texas Limited Liability Company, whose address is 5858 Westheimer, Suite 688, Houston, Texas 77057, (called "Seller'), and PAN AMERCIAN OIL COMPANY, L.L.C., a Texas Limited Liability Company, whose address is 5858

RIO BRAVO OIL, INC., PAN AMERICAN OIL COMPANY, LLC THE PROPERTIES ACQUIRED FROM RIO BRAVO OIL, LLC ON FEBRUARY 13, 2012 UNAUDITED PRO FORMA BALANCE SHEET AND PRO FORMA STATEMENTS OF OPERATIONS

Exhibit 99.3 RIO BRAVO OIL, INC., PAN AMERICAN OIL COMPANY, LLC THE PROPERTIES ACQUIRED FROM RIO BRAVO OIL, LLC ON FEBRUARY 13, 2012 UNAUDITED PRO FORMA BALANCE SHEET AND PRO FORMA STATEMENTS OF OPERATIONS On February 13, 2012, the Company has entered into a Share Exchange Agreement (“SEA”) with Pan American Oil Company, LLC (“Pan American”), whereby Pan American became a wholly-owned subsidiary o

Properties Acquired from Rio Bravo Oil, LLC on February 13, 2012 (An Exploration Stage Company) Financial Statements December 31, 2011 and 2010 INDEX TO FINANCIAL STATEMENTS

Properties Acquired from Rio Bravo Oil, LLC on February 13, 2012 (An Exploration Stage Company) Financial Statements December 31, 2011 and 2010 INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheets F-3 Statements of Operations F-4 Statements of Cash Flows F-5 Statement of Net Investment F-6 Notes to the Financial Statements F-7 REPORT OF INDE

Pan American Oil Company LLC (An Exploratory Stage Company) Financial Statements December 31, 2011 INDEX TO FINANCIAL STATEMENTS

Pan American Oil Company LLC (An Exploratory Stage Company) Financial Statements December 31, 2011 INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F - 22 Balance Sheet F - 23 Statement of Operations F - 24 Statement of Cash Flows F - 25 Statement of Changes in Members’ Deficit F-26 Notes to the Financial Statements F - 27 REPORT OF INDEPENDENT REGISTERED

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A 1st Amendment CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2012 Rio Bravo Oil, Inc. (Formerly known as Soton Holdings Group, Inc.) (Exact Name of Registrant as Specified in its Charter) Nevada 000-54564 42-1771917

SHARE EXCHANGE AGREEMENT

EX-2.2 3 v307727ex2-2.htm EXHIBIT 2.2 EXHIBIT 2.2 SHARE EXCHANGE AGREEMENT This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of February 13, 2012, is by and among Rio Bravo Oil, Inc., a Nevada corporation (the “Parent”), Pan American Oil Company, LLC, a Texas limited liability company (the “Company”), and the Members of the Company identified on Annex A hereto (each, a “Member”, and toget

PROMISSORY NOTE

EXHIBIT 2.1 PROMISSORY NOTE $1,000,000 February 24, 2012 The undersigned, Rio Bravo Oil, Inc., a Nevada corporation (hereinafter called the “Corporation”), whose address is 5858 Westheimer, Suite 688, Houston, Texas 77057, for value received, without grace, in the manner, on the dates and in the amounts herein stipulated, promises to pay to the order of Personalvorsorge der Autogrill Schweiz AG (h

PROMISSORY NOTE

EX-2.2 3 v304611ex2-2.htm EXHIBIT 2.2 PROMISSORY NOTE $1,500,000 February 24, 2012 The undersigned, Rio Bravo Oil, Inc., a Nevada corporation (hereinafter called the “Corporation”), whose address is 5858 Westheimer, Suite 688, Houston, Texas 77057, for value received, without grace, in the manner, on the dates and in the amounts herein stipulated, promises to pay to the order of Hohenplan Privatst

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

8-K 1 v3046118k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 24, 2012 Rio Bravo Oil, Inc. (Formerly known as Soton Holdings Group, Inc.) (Exact Name of Registrant as Specified in its Charter) Nevada 000-54564 42-177

PROMISSORY NOTE

EXHIBIT 2.4 PROMISSORY NOTE AMOUNT: 5150,000 DATE: January 5, 2012 FOR VALUE RECEIVED, PAN AMERICAN OIL COMPANY, LLC ("Borrower") hereby promises to pay to the order of SOTON HOLDINGS GROUP, INC. ("Lender") the principal sum of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000). Payment in full, plus accrued interest of ten (10%) percent per annum shall be made in lawful money of the United States, at

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2012 Rio Bravo Oil, Inc. (Formerly known as Soton Holdings Group, Inc.) (Exact Name of Registrant as Specified in its Charter) Nevada 000-54564 42-1771917 (State or Other

PROMISSORY NOTE

EXHIBIT 2.3 PROMISSORY NOTE AMOUNT: $150,000 DATE: January 5, 2012 FOR VALUE RECEIVED, PAN AMERICAN OIL COMPANY, LLC ("Borrower") hereby promises to pay to the order of SOTON HOLDINGS GROUP, INC. ("Lender") the principal sum of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000). Payment in full, plus accrued interest of ten (10%) percent per annum shall be made in lawful money of the United States, at

PROMISSORY NOTE

EXHIBIT 2.5 PROMISSORY NOTE AMOUNT: $506,250 DATE: February 9, 2012 FOR VALUE RECEIVED, PAN AMERICAN OIL COMPANY, LLC ("Borrower”) hereby promises to pay to the order of RIO BRAVO OIL, INC. ("Lender") the principal sum of FIVE HUNDRED SIX THOUSAND TWO HUNDRED FIFTY DOLLARS ($506,250). Payment in full, plus accrued interest of ten (10%) percent per annum shall be made in lawful money of the United

EX-3.3

v302250ex3-3 - Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing

SHARE EXCHANGE AGREEMENT

EXHIBIT 2.2 SHARE EXCHANGE AGREEMENT This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of February 13, 2012, is by and among Rio Bravo Oil, Inc., a Nevada corporation (the “Parent”), Pan American Oil Company, LLC, a Texas limited liability company (the “Company”), and the Members of the Company identified on Annex A hereto (each, a “Member”, and together, the “Members”). Each of the parti

PURCHASE AND SALE AGREEMENT

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CERTIFICATE OF DESIGNATION SERIES A CONVERTIBLE REDEEMABLE PREFERRED STOCK Par value $.001 RIO BRAVO OIL, INC.

EXHIBIT 4.1 CERTIFICATE OF DESIGNATION FOR SERIES A CONVERTIBLE REDEEMABLE PREFERRED STOCK Par value $.001 OF RIO BRAVO OIL, INC. Carlos E. Buchanan II and Lynden Rose certify that they are the President and Secretary of Rio Bravo Oil, Inc., a Nevada corporation (the "Company"); that, pursuant to the Company's Articles of Incorporation and applicable Nevada law, the Board of Directors of the Compa

EX-3.2

v302250ex3-2 - Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing

Financial Statements of Acquired Businesses

EXHIBIT 99.1 Financial Statements of Acquired Businesses (a) Rio Bravo Oil LLC (An Exploration Stage Company)—Audited Financial Statements for the periods ended December 31, 2010 and 2009 (b) Rio Bravo Oil LLC (An Exploration Stage Company)—Interim Financial Statements for the periods ended September 30, 2011 and 2010 (c) Pan American Oil Company LLC—Interim Financial Statements for the period end

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-54564 RIO BRA

EX-3.2

RONALD R. CHADWICK, P.C. Certified Public Accountant 2851 South Parker Road, Suite 720 Aurora, Colorado 80014 Telephone (303)306-1967 Fax (303)306-1944

RONALD R. CHADWICK, P.C. Certified Public Accountant 2851 South Parker Road, Suite 720 Aurora, Colorado 80014 Telephone (303)306-1967 Fax (303)306-1944 January 10, 2012 United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Soton Holdings Group, Inc. On December 15, 2011 my appointment as auditor for Soton Holdings Group, Inc. ceased. I have read Soton Holdi

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Second Amended Form 8-K/A Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2012 (December 15, 2011) SOTON HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorpor

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 First Amended Form 8-K/A Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2012 (December 15, 2011) SOTON HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporat

RONALD R. CHADWICK, P.C. Certified Public Accountant 2851 South Parker Road, Suite 720 Aurora, Colorado 80014 Telephone (303)306-1967 Fax (303)306-1944

RONALD R. CHADWICK, P.C. Certified Public Accountant 2851 South Parker Road, Suite 720 Aurora, Colorado 80014 Telephone (303)306-1967 Fax (303)306-1944 January 3, 2012 United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Soton Holdings Group, Inc. On December 15, 2011 my appointment as auditor for Soton Holdings Group, Inc. ceased. I have read Soton Holdin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2011 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 000-54564 SOTON HOLDINGS GROUP, INC. (Exact n

PROMISSORY NOTE

EX-10.4 2 v243653ex10-4.htm EXHIBIT 10.4 PROMISSORY NOTE AMOUNT: $200,000 DATE: DECEMBER 21, 2011 FOR VALUE RECEIVED, SOTON HOLDINGS GROUP, INC. ("Borrower”) hereby promises to pay to the order of MICHAEL J. GARNICK ("Lender") the principal sum of TWO HUNDRED THOUSAND DOLLARS ($200,000). Payment in full, plus accrued interest of ten (10%) percent per annum shall be made in lawful money of the Unit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ¨ Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement SOTON HOLDINGS GROUP, INC. (Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2011 (December 21, 2011) SOTON HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54564

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) o Definitive Information Statement SOTON HOLDINGS GROUP, INC. (Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 SOTON HOLDINGS GROUP, INC. (Exact Name of Reg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 SOTON HOLDINGS GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 42-1771917 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 180 Madison Avenu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2011 (November 22, 2011) SOTON HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-17033

AGREEMENT FOR THE PURCHASE OF COMMON STOCK

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U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A Amendment No.1

10-Q U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A Amendment No.1 Mark One [ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-170330

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

10-Q U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Mark One [ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-170330 SOTON HOLDING GRO

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Mark One [ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-170330 SOTON HOLDING GROUP,

SOTON HOLDINGS GROUP, INC. 375 N. Stephanie Street, Suite 1411, Henderson, NV, USA 89014 Tel. (702)9972116 Fax. (702)4468232 E-mail: [email protected]

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As filed with the Securities and Exchange Commission on February 23 , 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ FORM S-1/A Amendment No. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SO

s1 Registration No. 333-170330 As filed with the Securities and Exchange Commission on February 23 , 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOTON HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 5080 42-1771917 (State or jurisdiction of incorpor

SOTON HOLDINGS GROUP, INC. 375 N. Stephanie Street, Suite 1411, Henderson, NV, USA 89014 Tel. (702)9972116 Fax. (702)4468232 E-mail: [email protected]

SOTON HOLDINGS GROUP, INC. 375 N. Stephanie Street, Suite 1411, Henderson, NV, USA 89014 Tel. (702)9972116 Fax. (702)4468232 E-mail: [email protected] February 23, 2011 Mr. Scott M. Anderegg Division of Corporate Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-3561 Re: Soton Holdings Group, Inc Amendment No. 2 to Registration Statement on Form S-1 F

SOTON HOLDINGS GROUP, INC. 375 N. Stephanie Street, Suite 1411, Henderson, NV, USA 89014 Tel. (702)9972116 Fax. (702)4468232 E-mail: [email protected]

SOTON HOLDINGS GROUP, INC. 375 N. Stephanie Street, Suite 1411, Henderson, NV, USA 89014 Tel. (702)9972116 Fax. (702)4468232 E-mail: [email protected] February 18, 2011 Mr. Scott M. Anderegg Division of Corporate Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-3561 Re: Soton Holdings Group, Inc Acceleration Letter Filed on February 14, 2011 Filing N

SOTON HOLDINGS GROUP, INC. 375 N. Stephanie Street, Suite 1411, Henderson, NV, USA 89014 Tel. (702)9972116 Fax. (702)4468232 E-mail: [email protected]

SOTON HOLDINGS GROUP, INC. 375 N. Stephanie Street, Suite 1411, Henderson, NV, USA 89014 Tel. (702)9972116 Fax. (702)4468232 E-mail: [email protected] February 14, 2011 Mr. Scott M. Anderegg Division of Corporate Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-3561 Re: Soton Holdings Group, Inc Registration Statement on Form S-1/A Filed on January 2

As filed with the Securities and Exchange Commission on January 25, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ FORM S-1/A Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOTO

s1 Registration No. 333-170330 As filed with the Securities and Exchange Commission on January 25, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOTON HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 5080 42-1771917 (State or jurisdiction of incorporat

SOTON HOLDINGS GROUP, INC. 375 N. Stephanie Street, Suite 1411, Henderson, NV, USA 89014 Tel. (702)9972116 Fax. (702)4468232 E-mail: [email protected]

SOTON HOLDINGS GROUP, INC. 375 N. Stephanie Street, Suite 1411, Henderson, NV, USA 89014 Tel. (702)9972116 Fax. (702)4468232 E-mail: [email protected] January 25, 2011 Mr. Jason Neithamer Division of Corporate Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-3561 Reference: Soton Holdings Group, Inc. Amendment No. 1 to Registration Statement on Form

LETTER

STOCK SUBSCRIPTION AGREEMENT

Exhibit 99.1 STOCK SUBSCRIPTION AGREEMENT TO: SOTON HOLDINGS GROUP, INC. Dear Sirs: Concurrent with the execution of this Subscription Agreement, the undersigned (the ?Purchaser?) is purchasing Shares of Common Stock of SOTON HOLDINGS GROUP, INC. (the ?Company?), pursuant to an offering being made to non-U.S. residents only. Purchaser hereby confirms the subscription for and purchase of said numbe

As filed with the Securities and Exchange Commission on December 22 , 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ FORM S-1 /A Amendment No.1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SO

s1 Registration No. 333 - -170330 As filed with the Securities and Exchange Commission on December 22 , 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 /A Amendment No.1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOTON HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 5080 42-1771917 (State or jurisdiction of incor

BOTTLE SUPPLY AGREEMENT

Exhibit 10.2 BOTTLE SUPPLY AGREEMENT This agreement is made this 25 day of November, 2010 by and between Hangzhou Yangcheng Company, Ltd (?Seller?) and Soton Holdings Group, Inc. (?Buyer?). In consideration of the mutual promises herein contained and intending to be legally bound, both parties agree as follows: 1. REQUIREMENTS 1.1 Sale of Products. Upon the terms and conditions hereinafter set for

SOTON HOLDINGS GROUP, INC. 375 N. Stephanie Street, Suite 1411, Henderson, NV, USA 89014 Tel. (702)9972116 Fax. (702)4468232 E-mail: [email protected]

SOTON HOLDINGS GROUP, INC. 375 N. Stephanie Street, Suite 1411, Henderson, NV, USA 89014 Tel. (702)9972116 Fax. (702)4468232 E-mail: [email protected] December 22, 2010 Mr. Scott M. Anderegg Division of Corporate Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-3561 Reference: Soton Holdings Group, Inc. Registration Statement on Form S-1 Filed on: No

LETTER

Bylaws of Soton Holdings Group, Inc. Article I Office

BYLAWS Exhibit 3.2 Bylaws of Soton Holdings Group, Inc. Article I Office The Board of Directors shall designate and the Corporation shall maintain a principal office. The location of the principal office may be changed by the Board of Directors. The Corporation also may have offices in such other places as the Board may from time to time designate. The location of the initial principal office of t

Khan Krum Winery Industrialna St., 3, Burgas, Bulgaria 8000 Tel: 359-56895700, Fax: 359-56895713 Letter of Intent

Letter of Intent Exhibit 10.1 Khan Krum Winery Industrialna St., 3, Burgas, Bulgaria 8000 Tel: 359-56895700, Fax: 359-56895713 Letter of Intent September 30, 2010 Soton Holdings Group, Inc. 375 N. Stephanie St. - Suite 1411 Henderson, NV 89014-8909 Tel: Dear Sirs, We take this opportunity to declare our intention to purchase Bordeaux Style wine bottle from your organization. Khan Krum Winery is a

CORPORATE CHARTER

Articles of Incorporation Exhibit 3.1 CORPORATE CHARTER I, ROSS MILLER, the duly elected and qualified Nevada Secretary of State, do hereby certify that SOTON HOLDINGS GROUP, INC., did on June 9, 2010, file in this office the original Articles of Incorporation; that said Articles of Incorporation are now on file and of record in the office of the Secretary of State of the State of Nevada, and furt

As filed with the Securities and Exchange Commission on November 3, 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOTON HOLDINGS GROUP,

s1 Registration No. 333-. As filed with the Securities and Exchange Commission on November 3, 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOTON HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 5080 42-1771917 (State or jurisdiction of incorporation or organization) Pr