Re: Stock Reconciliation

Exhibit 10.6

Xxxxx XxxXxxx XxxXxx Investments Limited 0000 Xxxxxx Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxxx X0X 0X0 March 28, 2011

Re: Stock Reconciliation

Dear Xxxxx:

This letter will serve to confirm our understanding and agreement for the issuance of additional shares of Xxxxxx Petroleum, Inc. (“HPI”) to you as follows:

WHEREAS, you have purchased HPI common stock from Xxxxxxx X. Xxxxxx individually for a total of $121,550, and you have purchased HPI common stock from HPI directly for a total of $663,892.51 (an aggregate investment equal to  $785,442.51 in cash) for which you have been issued 3,945,250 shares; and

WHEREAS, there was an agreement and understanding between us that if HPI sold any stock for a price less than you had previously paid, that you could elect to have your total stock investment be re-priced on a one-time basis, and additional shares issued to reflect such lower stock price; and

WHEREAS, as of the date of this agreement HPI is selling its stock at $0.10 per share.

NOW THEREFORE, in consideration of the above recitals, in order to reconcile the total investment set forth above with such lower price on a one-time basis, the parties hereby agree to the  make the following transfer and issuance of an aggregate of 3,909,150 HPI shares, respectively:

1.  Xxxxxxx X. Xxxxxx shall transfer to you 672,500 shares of HPI common stock; and

2.  HPI shall issue to you an additional 3,236,650 shares of common stock.

	XXXXXX PETROLEUM, INC.
	By:	/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx, President
	/s/ Xxxxxxx X. Xxxxxx
	Xxxxxxx X. Xxxxxx, Individually

ACCEPTED & AGREED:

MacKov Investments Limited

By:	/s/ Xxxxx XxxXxxx		Dated: March 28, 2011
	Xxxxx XxxXxxx

00 X. XXXXX XXXXXX, XXXXX 0000, XXXX XXXX XXXX, XXXX 00000 • OFFICE 801.519.8500