PERKINS OIL & GAS, INC. IPO

Assuming sale of all of the shares offered herein, of which there is no
assurance, the net proceeds from this Offering will be $50,000. The proceeds are
expected to be disbursed, in the priority set forth below, during the first
twelve (12) months after the successful completion of the Offering:

                                                  100%        70%         40%
                                                --------    --------    --------
Total Proceeds to the Company                   $ 50,000    $ 35,000    $ 20,000

Lease of additional Oil & Gas Property          $ 17,500    $      0    $      0
Monthly maintenance (12 months @ $642 ea well)  $ 15,408    $  7,704    $  7,704
Administration and General Expense              $  5,000    $  5,000    $  2,000
Legal and Accounting                            $ 10,000    $ 10,000    $ 10,000
Working Capital                                 $  2,092    $ 12,296    $    296
                                                --------    --------    --------
Total Use of Net Proceeds                       $ 50,000    $ 35,000    $ 20,000
                                                ========    ========    ========

We will establish a separate bank account and all proceeds will be deposited
into that account until the total amount of the Offering is received and all
shares are sold, or the minimum of 2,000,000 shares are sold and the Offering
expires, at which time the funds will be released to us for use in our
operations. In the event we do not sell the minimum number of shares before the
expiration date of the Offering, all funds will be returned promptly to the
subscribers, without interest or deduction. If it becomes necessary our director
has verbally agreed to loan the company funds to complete the registration
process, but we will require full funding to implement our business plan.

If we are only able to sell 40% of the securities we are offering, substantially
all of the funds raised by this Offering will be spent on the monthly
maintenance of the well and assuring that we meet our corporate and disclosure
obligations so that we remain in good standing with the State of Nevada and
maintain our status as a reporting issuer with the SEC.

We operate in a highly competitive environment for acquiring properties,
modernizing existing wells and marketing oil that is produced. The majority of
our competitors possess and employ financial, technical and personnel resources
substantially greater than ours, which can be particularly important in the
areas in which we plan to operate. Those companies may be able to pay more for
productive properties and exploratory prospects and to evaluate, bid for and
purchase a greater number of properties and prospects than our financial
resources permit. Our ability to acquire additional prospects and to find and
develop reserves in the future will depend on our ability to evaluate and select
suitable properties and to consummate transactions in a highly competitive
environment. Also, there is substantial competition for capital available for
investment in the oil and natural gas industry.

Current competitive factors in the domestic oil and gas industry are unique. The
actual price range of crude oil is largely established by major international
producers. Pricing for natural gas is more regional; however, more favorable
prices can usually be negotiated for larger quantities of oil and/or gas
product. In this respect, while we believe we have a price disadvantage when
compared to larger producers, we view our primary pricing risk to be related to
a potential decline in international prices to a level which could render our
production uneconomical.

We will be committed to use the services of the existing gathering companies in
our present area of production. This potentially gives such gathering companies
certain short-term relative monopolistic powers to set gathering and
transportation costs, because obtaining the services of an alternative gathering
company may require substantial additional costs.

General competitive conditions may be substantially affected by various forms of
energy legislation and/or regulation introduced from time to time by the
governments of the United States and other countries, as well as factors beyond
our control, including international political conditions, overall levels of
supply and demand for oil and gas, and the markets for synthetic fuels and
alternative energy sources.

In the face of competition, we may not be successful in acquiring, exploring or
developing profitable oil and gas properties or interests, and we cannot give
any assurance that suitable properties or interests will be available for our
acquisition, exploration or development. Despite this, we hope to compete
successfully in the industry by:

o keeping our costs low;

o relying on the strength of our management's contacts; and
 
o using our size and experience to our advantage by adapting quickly to
  changing market conditions or responding swiftly to potential
  opportunities.