UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2011

or

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission File Number 000-26907

CHEETAH OIL AND GAS LTD.
(Exact name of registrant as specified in its charter)

250-714-1101
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X] YES     [   ] NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[   ] YES     [   ] NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act
[   ] YES     [X] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
[   ] YES     [   ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
13,039,000 common shares issued and outstanding as of May 12, 2011.

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PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements.

Our unaudited interim financial statements for the three month period ended March 31, 2011 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles. These interim unaudited financial statements should be read in conjunction with our Company’s audited financial statements and the 10-K for the year ended December 31, 2010.

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Financial Statements

Cheetah Oil & Gas Ltd.
March 31, 2011

Cheetah Oil & Gas Ltd.

BALANCE SHEETS
(Unaudited, expressed in U.S. dollars)

See accompanying notes

4

Cheetah Oil & Gas Ltd.

STATEMENTS OF OPERATIONS
(Unaudited, expressed in U.S. dollars)

See accompanying notes

5

Cheetah Oil & Gas Ltd.

STATEMENTS OF CASH FLOWS
(Unaudited, expressed in U.S. dollars)

See accompanying notes

6

Cheetah Oil & Gas Ltd.

NOTES TO FINANCIAL STATEMENTS
(expressed in U.S. dollars)

March 31, 2011

1. BASIS OF PRESENTATION

The following interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-K as promulgated by the Securities and Exchange Commission. Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles for complete financial statements. These interim unaudited financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2010. In the opinion of management, the interim unaudited financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

The statements of operations and cash flows reflect the results of operations and the changes in cash flows of the Company for the three month period ended March 31, 2011 and 2010. Operating results for the three-month period ended March 31, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.

2. GOING CONCERN UNCERTAINTY

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has incurred a net loss of $22,750 for the three month period ended March 31, 2011 [2009 - $74,068] and at March 31, 2011 had a deficit accumulated during the exploration stage of $16,379,023 [2010 - $16,356,273]. The Company has generated revenue, however we have a substantial accumulated deficit and negative working capital of $260,685 as at March 31, 2011 [2010 - $438,691]. Although our Company does not have sufficient funds to acquire new business assets, the increase in revenues is sufficient to maintain its existing operations at this time. If the Company decides to acquire new business assets, Management’s plan in this regard would be to raise equity and/or debt financing when required but there is no certainty that such financing will be available or that it will be available at acceptable terms. The outcome of these matters cannot be predicted at this time.

These financial statements do not include any adjustments to reflect the future effects on the recoverability and classification of assets or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

3. COMMON STOCK

Common Stock

On January 31, 2011 the Company closed on a private placement with its three (3) directors for fees due as at December 31, 2010 totaling $193,375 for 1,935,375 units at a unit price of $0.10 per unit. Each unit is comprised of one restricted common share and one warrant to purchase one additional share of common stock, exercisable until January 31, 2013. The exercise price of the warrants is $0.20.

4. SUBSEQUENT EVENTS

The Company’s management has evaluated subsequent events through May 16, 2011, the date the financial statements were issued.

F-1

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law and including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited interim financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles. The following discussion should be read in conjunction with our Company’s audited financial statements and 10-K for the year ended December 31, 2010 and unaudited interim financial statements and the related notes that appear elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all references to "common stock" refer to common shares in the capital of our Company and the terms "we", "us", "our" and "our Company" mean Cheetah Oil & Gas Ltd.

General Overview

We were incorporated under the laws of the State of Nevada on May 5, 1992 under the name Bio-American Capital Corporation. On May 25, 2004 we changed our name to Cheetah Oil & Gas Ltd.

On June 19, 2009 with the approval of our board of directors, a certificate of change was filed with the Nevada Secretary of State, effecting a 4 for 1 consolidation of our authorized and issued and outstanding shares of common stock. The certificate of change had an effective date of July 17, 2009.

On July 15, 2009, our board of directors approved an amendment to the consolidation so that the consolidation would be on a 10 for 1 basis. In connection with the amendment of the consolidation, our Company filed a certificate of correction with the Nevada Secretary of State, wherein our authorized and issued and outstanding shares of common stock would be consolidated on a 10 for 1 basis, with an August 15, 2009 effective date.

As a result, effective August 15, 2009, our authorized capital decreased from 500,000,000 shares of common stock with a par value of $0.001 to 50,000,000 shares of common stock with a par value of $0.001 and our issued and outstanding shares decreased from 37,086,740 shares of common stock to 3,708,674 shares of common stock.

The consolidation became effective with the Over-the-Counter Bulletin Board at the opening for trading on August 20, 2009 under the stock symbol “COHG”. Our CUSIP number is 163076201.

We have not been involved in any bankruptcy, receivership or similar proceeding.

We are engaged in the exploration for and production of oil and natural gas, primarily in the State of Mississippi USA. Previously, we were engaged in the exploration for petroleum and natural gas in the country of Papua New Guinea through our ten percent equity interest in Cheetah Oil & Gas B.C. Ltd. (“Cheetah BC”). On November 25, 2008, we sold our remaining 10% interest in Cheetah BC.

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Our Current Business

We are engaged in the exploration for and production of oil and natural gas, primarily in the State of Mississippi, USA.

On April 3, 2009, our Company entered into an asset purchase agreement with Delta Oil & Gas, Inc. and The Stallion Group wherein our Company agreed to acquire an 8% interest in certain oil and gas interests located in the State of Mississippi, known as the Belmont Lake field. The Belmont Lake field currently has two producing wells. In addition to acquiring the 8% working interest, we acquired a 40% working interest on an option to drill wells on over 130,000 acres of exploration lands. These lands have extensive existing 2-D and 3-D seismic coverage and the project operations have identified multiple targets for potential future drilling. We acquired these assets for $179,309.

Effective August 31, 2009, we entered into an assignment agreement with Golden Aria Corp., now known as Enertopia Corp. The assignment agreement dated August 28, 2009, provides for the purchase by Enertopia of a revenue interest of 40.432% of our 8% share of our net revenue after field operating expenses from our Belmont Lake PP F-12-4 horizontal well, located in Belmont Lake Field, Wilkinson County, Mississippi. As consideration, Enertopia has agreed to pay 57.76% of our costs currently budgeted at $77,905, subject to revision and 57.76% of our 8% share of PP F-12-4 well costs from time to time for infrastructure, pipes, tanks, compressors, trucking, etc.

Effective August 31, 2009, we entered into an assignment agreement with David DeMartini. The assignment agreement dated August 28, 2009, provides for the purchase by DeMartini of a revenue interest of 75% in our non-perpetual 8% gross interest, 5.20% net working interest in the Belmont Lake PPF-12-4 horizontal well located in the Belmont Lake Field, Wilkinson County, Mississippi. As consideration, DeMartini has agreed to pay 100% of our Company’s costs subject to revision. The assignment of the interest is limited to a gross 500% revenue payout based on the total amount paid for the working interest, after which all rights, interests and benefits cease. As consideration, DeMartini has agreed to pay 100% of our costs currently budgeted at $77,905, subject to revision and 100% of our Company’s 8% share of PP F-12-4 well costs from time to time for infrastructure, pipes, tanks, compressors, trucking, etc.

Effective August 31, 2009, we entered into a partial release and acknowledgement agreement dated August 29, 2009 with Sage Investments Ltd. Pursuant to the partial release and acknowledgement, Sage has agreed to release its security interest in certain assets of our Company.

On October 17, 2009 we received a full release and acknowledgement with Sage Investments Ltd. by issuing an aggregate of 1,180,000 shares of common stock at a deemed price of $0.05 per share to settle the existing debt with Sage Investments.

On May 31, 2010, we signed a settlement agreement with Enertopia Corp. for an assignment agreement that was entered into by our Company and Enertopia effective August 31, 2009, whereby Enertopia paid a fee of $45,000 to earn a 57.76% share of our 8% interest in a proposed oil well to be drilled in Wilkinson County, Mississippi. Our Company and Enertopia wished to settle the assigned interest by making such assignment null and void, and issuing common shares and warrants of our Company in exchange for the $45,000 earlier received by Enertopia. We agreed to allot and issue to Enertopia 375,000 restricted shares of our common stock at a deemed price of $0.12 per share for each $0.12 of the claim amount, and for each such share so issued, will issue one warrant to purchase a further share of our Company at a price of $0.20 per share for a term of two years as full and final settlement of the $45,000.00. The shares were issued on September 13, 2010 to Enertopia.

On July 22, 2010 the board approved the transfer of an assignment letter dated August 31, 2009 between our Company and David DeMartini to Emerald Atlantic LLC.

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On July 22, 2010, we signed an assignment agreement with Emerald Atlantic LLC., whereby Emerald Atlantic LLC can earn a 75% share of our 8% non-perpetual interest in two of the three proposed oil wells (12-2, 12-4, and 12-5) to be drilled in Wilkinson County, Mississippi. The old assignment agreement dated August 28, 2009 was terminated by mutual consent between David DeMartini, Emerald Atlantic LLC and our Company.

Effective September 13, 2010, we entered into a loan agreement with Cornelius O’Connell wherein O’Connell agreed to loan our Company $24,000. The principal of the loan is to be repaid within two years and accrues interest at 15% per annum. Pursuant to the terms of the loan agreement, our Company issued to O’Connell 200,000 warrants expiring on September 13, 2013 at an exercise price of $0.12 per warrant. Each warrant is exercisable into one share of common stock of our Company.

On September 13, 2010, we also entered into an asset pledge agreement with O’Connell, wherein we have agreed to pledge to O’Connell first charge on our Company’s 100% interest in our 8% gross interest held in the PPF-12 oil well at our Belmont Lake property for a maximum amount owing on the loan and any accrued interest remaining until the loan is paid in full.

In addition to the loan and asset pledge agreements, we have entered into a demand promissory note with O’Connell representing the $24,000 loan.

Effective November 19, 2010, we entered into a loan agreement with Hugh W. Reid & Associates Ltd. and David Bond wherein both Hugh W. Reid & Associates and David Bond agreed to loan our Company $5,000 each. The principal of the loan is to be repaid within two years and accrues interest at 15% per annum.

On November 19, 2010, we also entered into an asset pledge agreement with Hugh W. Reid & Associates Ltd and David Bond, wherein we have agreed to pledge to both parties first charge on our Company’s 100% interest in our 8% gross interest held in the PPF-12-3A oil well at our Belmont Lake property for the principal and accrued interest owing to the lender until the loan is paid in full.

In addition to the loan and asset pledge agreements, we have entered into a demand promissory note with Hugh W. Reid & Associates Ltd. and David Bond.

On December 14, 2010, we entered into a consulting agreement with Donald Findlay. The consulting agreement provides for the basic remuneration of Donald Findlay for services to be rendered as president of our Company at the rate of $1,500 per month.

Effective December 20, 2010, we entered into a loan agreement with Renata Manton wherein she agreed to loan our Company $5,000. The principal of the loan is to be repaid within two years and accrues interest at 15% per annum.

On December 20, 2010, we also entered into an asset pledge agreement with Renata Manton, wherein we have agreed to pledge to Renata Manton first charge on our Company’s 100% interest in our 8% gross interest held in the PPF-12-3A oil well at our Belmont Lake property for the principal and accrued interest owing to the lender until the loan is paid in full.

In addition to the loan and asset pledge agreement, we have entered into a demand promissory note with Renata Manton.

Effective December 20, 2010, we entered into an assignment agreement with Sage Investments Ltd. The assignment agreement, provides for the purchase by Sage of a revenue interest of 4% share of the PPF 12-5 well recompletion and injection line expenses until such time the well achieves 500% revenue payout on the recompletion and injection line expenses.

We are currently seeking opportunities to acquire prospective or producing oil and gas properties or other oil and gas resource related projects.

5

We are not able to fund our cash requirements through our current operations. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately. Further, we believe that our Company may have difficulties raising capital until we locate a prospective property through which we can pursue our plan of operation. If we are unable to secure adequate capital to continue our acquisition efforts, our shareholders may lose some or all of their investment and our business may fail.

Cash Requirements

We currently hold an 8% interest in certain oil and gas interests located in the State of Mississippi, known as the Belmont Lake field. The Belmont Lake field currently has four producing wells, which has been producing approximately 150 bbl/d. In addition to the 8% working interest, we hold a 40% working interest on an option to drill wells on over 132,000 acres of exploration lands. These lands have extensive existing 2-D and 3-D seismic coverage and the project operations have identified multiple targets for potential future drilling.

Our Company has a limited operating history. There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable.

Results of Operations – Three months Ended March 31, 2011 and 2010

The following summary of our results of operations should be read in conjunction with our financial statements for the three month period ended March 31, 2011 which are included herein.

Our operating results for the three months ended March 31, 2011, for the three months ended March 31, 2010 and the changes between those periods for the respective items are summarized as follows:

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Revenues

We had revenues of $55,844 during the three months ended March 31, 2011 as compared to revenues of $13,010 during the three months ended March 31, 2010. The $42,834 increase is due to an increase in oil and gas production.

Natural Oil & Gas Operating Costs.

We had oil & gas operating costs of $23,643 during the three months ended March 31, 2011 as compared to oil and gas operating costs of $7,920 during the three months ended March 31, 2010. The $15,723 increase is a result of increase operating costs due to increased oil and gas production.

The $6,064 increase in depletion costs for the three months ended March 31, 2011 was due to increase production.

Accounting, Audit and Legal

The $17,601decrease in accounting, audit and legal fees for the three months ended March 31, 2011 was primarily due to a decrease in auditing and accounting fees.

Consulting Fees and Directors Fees

Consulting fees decreased by $9,200 during the three months ended March 31, 2011 compared to the same period in 2010. The decrease is due to lower fees paid to one director.

Other

Other expenses decreased by $5,053 from the three months ended March 31, 2011 compared to the three months ended March 31, 2010. The decrease was primarily due to lower general and administrative expenses for the period.

Liquidity and Financial Condition

Working Capital

Cash Flows

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Operating Activities

Net cash provided by operating activities was $10,384 for the three months ended March 31, 2011 compared with cash used in operating activities of $37,379 in the same period in 2010. The difference was largely due to decrease accounts payable and accrued drilling liabilities.

Investing Activities

Net cash used in investing activities was $Nil for the three months ended March 31, 2011 compared to net cash used in investing activities of $Nil in the same period in 2010.

Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2011 was $Nil compared to $62,500 for the three months ended March 31, 2010. The difference was mainly attributable to proceeds from sale of Cheetah BC.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Going Concern

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has incurred a net loss of $22,750 for the three month period ended March 31, 2011 [2009 - $74,068] and at March 31, 2011 had a deficit accumulated during the exploration stage of $16,379,023 [2010 - $16,356,273]. The Company has generated revenue, however we have a substantial accumulated deficit and negative working capital of $260,685 as at March 31, 2011 [2010 - $438,691]. Although our Company does not have sufficient funds to acquire new business assets, the increase in revenues is sufficient to maintain its existing operations at this time. If the Company decides to acquire new business assets, Management’s plan in this regard would be to raise equity and/or debt financing when required but there is no certainty that such financing will be available or that it will be available at acceptable terms. The outcome of these matters cannot be predicted at this time.

Our financial statements do not include any adjustments to reflect the future effects on the recoverability and classification of assets or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

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At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors, shareholders or investors to meet our obligations over the next twelve months. We do not have any further arrangements in place for any future debt or equity financing.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were effective in providing reasonable assurance in the reliability of our financial reports as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended March 31, 2011 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, executive officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

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Item 1A. Risk Factors

Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward-looking statements". Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Such estimates, projections or other "forward-looking statements" involve various risks and uncertainties as outlined below. We caution readers of this quarterly report that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward-looking statements". In evaluating us, our business and any investment in our business, readers should carefully consider the following factors.

We have had negative cash flows from operations and if we are not able to obtain further financing, our business operations may fail.

We had cash in the amount of $24,646 and a working capital deficit of $260,685 as of March 31, 2011. We do not have sufficient funds to independently finance the acquisition and development of prospective oil and gas properties, nor do we have the funds to independently finance our daily operating costs. We will require additional funds, either from equity or debt financing, to maintain our daily operations and to develop our property. Obtaining additional financing is subject to a number of factors, including market prices for oil and gas, investor acceptance of our property and any property we may acquire in the future, and investor sentiment. Financing, therefore, may not be available on acceptable terms, if at all. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital, however, will result in a dilution to existing shareholders. If we are unable to raise additional funds when required, we may be forced to delay our plan of operation and our entire business may fail.

Because we cannot control activities on our property, we may experience a reduction or forfeiture of our interests in some of our non-operated projects as a result of our potential failure to fund capital expenditure requirements.

We do not operate the property in which we have a working interest and we have limited ability to exercise influence over operations for this property or its associated costs. Our dependence on the operator and other working interest owners for this project and our limited ability to influence operations and associated costs could materially adversely affect the realization of our returns on capital in drilling or acquisition activities and our targeted production growth rate. The success and timing of drilling, development and exploitation activities on this property operated by others depends on a number of factors that are beyond our control, including the operator’s expertise and financial resources, approval of other participants for drilling wells and utilization of technology. In addition, if we are not willing or able to fund our capital expenditures relating to such project when required by the majority owner or operator, our interest in this project may be reduced or forfeited.

We currently do not generate significant revenues, and as a result, we face a high risk of business failure.

From the date of our incorporation, we have primarily focused on the location and acquisition of oil and gas properties. In order to generate significant revenues, we will incur substantial expenses in the location, acquisition and development of a prospective property. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from our activities, our entire business may fail. There is no history upon which to base any assumption as to the likelihood that we will be successful in our plan of operation, and we can provide no assurance to investors that we will generate any operating revenues or achieve profitable operations.

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Due to the speculative nature of the exploration of oil and gas properties, there is substantial risk that our business will fail.

The business of oil and gas exploration and development is highly speculative involving substantial risk. There is generally no way to recover any funds expended on a particular property unless reserves are established and unless we can exploit such reserves in an economic manner. We can provide investors with no assurance that any property interest that we may acquire will provide commercially exploitable reserves. Any expenditure by our Company in connection with locating, acquiring and developing an interest in an oil and gas property may not provide or contain commercial quantities of reserves.

Even if we discover commercial reserves, we may not be able to successfully obtain commercial production.

Even if we are successful in acquiring an interest in a property that has proven commercial reserves of oil and gas, we will require significant additional funds in order to place the property into commercial production. We can provide no assurance to investors that we will be able to obtain the financing necessary to extract such reserves.

If we are unable to hire and retain key personnel, we may not be able to implement our plan of operation and our business may fail.

Our success will be largely dependent on our ability to hire and retain highly qualified personnel. This is particularly true in the highly technical businesses of oil and gas exploration. These individuals may be in high demand and we may not be able to attract the staff we need. In addition, we may not be able to afford the high salaries and fees demanded by qualified personnel, or we may fail to retain such employees after they are hired. At present, we have not hired any key personnel. Our failure to hire key personnel when needed will have a significant negative effect on our business.

Competition in the oil and gas industry is highly competitive and there is no assurance that we will be successful in acquiring the licenses.

The oil and gas industry is intensely competitive. We compete with numerous individuals and companies, including many major oil and gas companies, which have substantially greater technical, financial and operational resources and staffs. Accordingly, there is a high degree of competition for desirable oil and gas properties for drilling operations and necessary drilling equipment, as well as for access to funds. There can be no assurance that the necessary funds can be raised or that any projected work will be acquired.

Our common stock is illiquid and shareholders may be unable to sell their shares.

There is currently a limited market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our shareholders may not be able to re-sell the shares of our common stock that they have purchased and they may lose all of their investment. Public announcements regarding our Company, changes in government regulations, conditions in our market segment or changes in earnings estimates by analysts may cause the price of our common shares to fluctuate substantially. In addition, stock prices for junior mining and oil and gas companies fluctuate widely for reasons that may be unrelated to their operating results. These fluctuations may adversely affect the trading price of our common shares.

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Penny stock rules will limit the ability of our stockholders to sell their stock.

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a shareholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for its shares.

Other Risks

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Default upon Senior Securities

None.

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Item 4. [Removed and Reserved]

Item 5. Other Information

None.

Item 6. Exhibits

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* Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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