Merger Agreement

On May 2, 2008, Kentucky USA Energy, Inc. (formerly Las Rocas Mining Corp.) (the "Company"), KY Acquisition Corp., a wholly-owned subsidiary of the Company ("Acquisition Sub"), and KY USA Energy, Inc. ("KY USA") entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), which closed on May 2, 2008. Pursuant to the terms of the Merger Agreement, Acquisition Sub merged with and into KY USA, which became a wholly-owned subsidiary of the Company (the "Merger").

At the closing of the Merger, each share of KY USA's common stock issued and outstanding immediately prior to the closing of the Merger was converted into 9,000 shares of the Company's common stock, par value $0.0001 per share ("Common Stock"). An aggregate of 18,000,000 shares of the Company's Common Stock was issued to the holders of KY USA's common stock.

Pursuant to the terms of the Merger Agreement, the Company assumed all of KY USA's obligations under KY USA's outstanding stock options and warrants. At the time of the Merger, KY USA did not have any outstanding stock options or warrants to purchase shares of its common stock, except that (i) pursuant to a bridge loan with Somerset Recycling Service, Inc. ("Somerset"), upon the consummation of the Merger, Somerset received a warrant to purchase 2,000,000 shares of the Company's Common Stock and (ii) pursuant to a bridge loan with John Thomas Bridge and Opportunity Fund ("John Thomas"), upon the consummation of the Merger, John Thomas received a warrant to purchase 250,000 shares of the Company's Common Stock. Neither the Company nor KY USA had any other options or warrants to purchase shares of capital stock outstanding at the time of the Merger.

Each of the Company, KY USA and Acquisition Sub provided customary representations and warranties, pre-closing covenants and closing conditions in the Merger Agreement. Breaches of these representations and warranties will be secured by customary indemnification provisions. The Merger Agreement provided for a post-closing adjustment in an aggregate amount of up to 2,000,000 additional shares of the Company's Common Stock issuable pro rata to KY USA's pre-Merger stockholders for any breach of the Merger Agreement by the Company that is discovered during the two-year period following the closing of the Merger. In order to secure the indemnification obligations of the KY USA stockholders pursuant to the Merger Agreement, 5% of the shares of the Company's Common Stock that KY USA's pre-Merger stockholders received in exchange for their shares of KY USA will be held in escrow for two years.

Split-Off Agreement

Immediately following the closing of the Merger, under the terms of a Split-Off Agreement, the Company transferred all of its pre-Merger operating assets and liabilities to its wholly-owned subsidiary, Las Rocas Leaseco Corp., a Delaware corporation ("Leaseco"). Thereafter, pursuant to the Split-Off Agreement, the Company transferred all of the outstanding capital stock of Leaseco to Christopher Greenwood, a former director of the Company, in exchange for cancellation of 24,000,000 shares of the Company's Common Stock held by Mr. Greenwood (the "Split-Off").

Following (i) the closing of the Merger, (ii) the cancellation of 24,000,000 shares in the Split-Off, (iii) the issuance of 5,000,000 shares of Common Stock to consultants providing investor relations services to the Company (the "IR Consultants") following the closing of the Merger and (iv) taking into account a 12-for-one forward stock split of the Company's shares that took place on November 19, 2007, there are 35,000,000 shares of the Company's Common Stock issued and outstanding. This number does not include the 2,250,000 shares issuable upon exercise of outstanding warrants.

Lock-Up Agreement

In connection with the Merger, each of Steven D. Eversole, Samuel L. Winer and C. G. Collins entered into a lock-up agreement, pursuant to which they are prohibited from selling or transferring the shares of the Company's Common Stock received in the Merger for a period of two years from May 2, 2008, without the prior written consent of the Company.

Departure and Appointment of Directors

Upon the closing of the Merger, Christopher Greenwood, the director of the Company, resigned and simultaneously therewith a new Board of Directors was . . .

The following is a description of KY USA's business:

General

The Company was incorporated in the State of Delaware on September 29, 2006 under the name Las Rocas Mining Corp. The Company's executive offices are located at 111 W. Gutierrez St., Santa Barbara, California 93101. In October 2006, the Company purchased Bat 1-4 Mineral Claims, Tonopah Project Area in Esmeralda County, Nevada. The Company's principal business plan was to acquire, explore and develop mineral properties and to ultimately seek earnings by exploiting the mineral claims. Subsequently, the Company decided to abandon its mineral property and to seek a possible business combination. On October 26, 2007, the Company changed its name to Kentucky USA Energy, Inc. to facilitate the merger discussions with KY USA.

KY USA was incorporated in the Commonwealth of Kentucky on October 5, 2007 to acquire, explore and develop oil and gas resource properties, with a primary focus initially on shale gas in the Illinois Basin in western Kentucky. Since its formation, KY USA has been focused on raising funds, acquiring working and revenue interests in property leases and putting together an experienced team of technical and business people. Planned principal activities have not yet begun. KY USA's ability to emerge from the exploration stage with respect to any planned principal business activity is dependent upon its successful efforts to raise additional equity financing and generate significant revenue. There is no guarantee that the proceeds raised will be sufficient to complete any of the above objectives. These factors raise substantial doubt regarding the Company's ability to continue as a going concern.

On October 5, 2007, KY USA entered into a loan agreement with Somerset Recycling Service, Inc. ("Somerset") pursuant to which Somerset loaned KY USA $800,000 (the "Somerset Bridge Loan"). The Somerset Bridge Loan is due on June 15, 2008, and bears interest at 10%, payable monthly. In the event that KY USA raises $1,000,000 in connection with any financing, merger or acquisition, KY USA has the right to repay the Somerset Bridge Loan without any prepayment penalty. In addition, upon KY USA merging with the Company, Somerset received warrants to purchase 2,000,000 shares of Common Stock, such warrants having an exercise price of $1.00 and expiring five years after issuance.

On October 5, 2007, KY USA issued a promissory note to K & D Energy ("K & D") with a principal amount of $1,000,000. The promissory note is due and payable on August 5, 2008 and does not bear interest. This note was issued in partial payment for the net revenue interest in certain leaseholds that KY USA acquired from K & D.

On January 17, 2008, KY USA entered into a loan agreement with John Thomas Bridge and Opportunity Fund ("John Thomas") pursuant to which John Thomas loaned KY USA $100,000 (the "John Thomas Bridge Loan"). The John Thomas Bridge Loan is due on June 17, 2008, and bears interest at 10%. In addition, upon KY USA merging with the Company, John Thomas received warrants to purchase 250,000 shares of Common Stock, such warrants having an exercise price of $1.00 and expiring five years after issuance.

KY USA's principal offices are located at 321 Somerset Road, London, Kentucky 40741, and its telephone number is (606) 878-5987.

Natural Shale Gas Business

KY USA expects to generate long-term reserve and production growth through drilling activities and further acquisitions. KY USA believes that its management's experience and expertise will enable it to identify, evaluate, and develop its natural gas projects. KY USA has secured a 75% net revenue interest in a leasehold in Western Kentucky covering 2,092 acres targeting gas extraction from the New Albany Shale. Approximately 40-50 drilling locations are on this lease and the wells will be from 1,800-2,500 feet vertically. Estimated recoverable reserves, as determined by an independent petroleum engineer, are 650 million cubic feet of gas ("MMCF") per well or 26 billion cubic feet of gas ("BCF") based on 40 locations with 40 acre spacing. The leasehold is directly adjacent to producing wells. The Western Kentucky acreage is located in the middle of several ongoing aggressive drilling projects by several mid-major energy companies. KY USA has purchased the rights to drill for gas out of the shale on the property. Although there are oil wells on the leasehold, KY USA . . .

See Item 1.01 and Item 2.01.

(a) Financial statements of business acquired.

Audited Financial Statements of KY USA Energy, Inc.

Interim Financial Statements of KY USA Energy, Inc.

(b) Pro forma financial information.

Not applicable.

(c) Shell Company Transactions

Consolidated unaudited pro forma financial statements.

(d) Exhibits

Exhibit
 Number                        Description
2.1        Agreement and Plan of Merger and Reorganization,
           dated as of May 2, 2008, by and among Kentucky USA
           Energy, Inc., KY Acquisition Corp. and KY USA
           Energy, Inc.
2.2        Split-Off Agreement, dated as of May 2, 2008, by and
           among Kentucky USA Energy, Inc., Christopher
           Greenwood, Las Rocas Leasco Corp. and KY USA Energy,
           Inc.
2.3        Amendment to By-laws of Kentucky USA Energy, Inc.
           (formerly Las Rocas Mining Corp.)
3.1        Articles of Incorporation of Kentucky USA Energy,
           Inc. (incorporated by reference from Exhibit 3.1 to
           Kentucky USA Energy, Inc.'s Form 10-QSB filed with
           the Commission on January 14, 2008.)
3.2        Articles of Merger of KY Acquisition Corp. into KY
           USA Energy, Inc.
10.1       Kentucky USA Energy, Inc. Equity Incentive Plan
           (incorporated by reference from Exhibit 3.1 to
           Kentucky USA Energy, Inc.'s Form 8-K filed with the
           Commission on November 1, 2007.)
10.2       Escrow Agreement, dated as of May 2, 2008, by and
           among Kentucky USA Energy, Inc., Steven D. Eversole
           and Gottbetter & Partners, LLP
10.3       IR Shares Escrow Agreement, dated as of May 2, 2008,
           by and between Kentucky USA Energy, Inc. and
           Gottbetter & Partners, LLP
10.4       Form of Lock-Up Agreement, dated as of May 2, 2008
10.5       General Release Agreement, dated as of May 2, 2008,
           by and among Kentucky USA Energy, Inc., Christopher
           Greenwood, Las Rocas Leaseco, Inc. and KY USA
           Energy, Inc.
10.6       Employment Agreement, dated as of May 2, 2008, by
           and between Kentucky USA Energy, Inc. and Steven D.
           Eversole
10.7       Employment Agreement, dated as of May 2, 2008, by
           and between Kentucky USA Energy, Inc. and Samuel L.
           Winer
10.8       Employment Agreement, dated as of May 2, 2008, by
           and between Kentucky USA Energy, Inc. and C. G.
           Collins
10.9       Form of Bridge Lender Warrant, dated as of May 2,
           2008
99.1       Balance sheet of KY USA Energy, Inc. as of October
           31, 2007 and the related statements of operations,
           changes in stockholder's deficit and cash flows for
           the period from inception on October 5, 2007 through
           October 31, 2007.
99.2       Balance sheet of KY USA Energy, Inc. as of January
           31, 2008 and the related statements of operations,
           changes in stockholder's deficit and cash flows for
           the three months ended January 31, 2008.
99.3       Pro forma unaudited consolidated financial
           statements as of January 31, 2008.