ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Effective on July 14, 2008, the Board of Directors of Mainland Resources, Inc., a Nevada corporation (the "Company") authorized the execution of a letter venture agreement (the "Letter Agreement") with Petrohawk Energy Corporation ("Petrohawk") relating to the joint development of acreage of the Company's leases in DeSoto Parish, Lousiana. In accordance with the terms and provisions of the Letter Agreement: (i) Petrohawk agreed to pay 100% of the costs of development associated with the first well drilled below the Cotton Valley Formation, including drilling, completing and fracture stimulating, as well as costs up to and including pipeline connection; (ii) Petrohawk agreed to pay 80% and the Company agreed to pay 20% of all costs of the second well drilled below the base of the Cotton Valley Formantion; and (iii) Petrohawk agreed to pay 60% and the Company agreed to pay 40% of all costs of the third well drilled below the base of the Cotton Valley Formation.

In accordance with the further terms and provisions of the Letter Agreement, the Company agreed to transfer 60% of its leases in the DeSoto Parish to Petrohawk at closing, but only as such leases related to all depths below the base of the Cotton Valley Formation and specifically the Haynesville Shale. Petrohawk further agreed to gather and market the Company's production from above the base of the Cotton Valley Formation pursuant to a mutually acceptable agreement. The Letter Agreement was subject to due diligence.

Effective August 4, 2008, the Company entered into a definitive binding agreement with Petrohawk consummating the transaction described above (the "Agreement"), which definitive agreement is currently being memoralized in writing, and associated assignment, conveyance and bill of sale (the "Assignment"). In accordance with the terms and provisions of the Assignment, the Company has effectively transferred and conveyed to Petrohawk sixty percent (60%) of its 100% right, title and interest in and to the leases in the DeSoto Parish. Petrohawk has been designated as the operator on all development relating to the leases. As of the date of this Current Report, the Griffith Well No. 1-H is on Petrohawk's rig schedule to spud in approximately September 2008.