ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIE

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

Effective on July 12, 2012, the Board of Directors of Viking Minerals Inc., a Nevada corporation (the "Company") authorized the settlement of debt in the amount of $19,950.00 (the "Debt"). The Debt was evidenced by that certain promissory note dated January 10, 2011, as amended, between the Company and Byron Hampton (Hampton") in the principal amount of $25,000.00 (the "Note"), which Note provides that in the event the payment of moneys loaned is not paid on demand, the moneys can be converted to shares of common stock of the Company at $0.001 per share. The Note evidenced those funds advanced and loaned by Hampton to the Company during fiscal year ended December 31, 2011 for financing and working capital purposes. On July 11, 2012, Hampton subsequently assigned a proportionate share of his right, title and interest in the Debt and the Note in the amounts and to the individuals as follows as evidenced by those certian assignments dated July 11, 2012 (collectively, the "Assignments"): (i) Pozor Investments Ltd. in the amount of $6,650.00; (ii) Tahir M. Baig in the amount of $6,650.00; and (iii) Kosmas Enterprises Corp. in the amount of $6,650.00; (collectively, the "Assignees"). On July 13, 2012, the Company received certain conversion notices dated July 13, 2012 from the Assignees (collectively, the "Conversion Notices") and desired to settle a portion of the Debt in the amount of $19,950.00 by conversion of the Debt into 19,950,000 shares of common stock of the Company at $0.001 per share.

The shares of common stock under the Debt and Nogte were issued to three non-United States investors in reliance on Regulation S promulgated under the United States Securities Act of 1933, as amended (the "Securities Act"). The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The investors acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from the Company's management concerning any and all matters related to acquisition of the securities.

Therefore, as of the date of this Current Report, there are 151,058,000 shares issued and outstanding.