UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

~~P QUARTERLY~~PQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~January~~July 31, 2011

£ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from to

Commission file number: 000-49870

Big Cat Energy Corporation

(Exact name of small business issuer as specified in its charter)

Nevada	61-1500382
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

121 W. Merino St.

PO Box 500

Upton, WY 82730

(Address of principal executive offices)

(307) 468-9369

(Issuer’s telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. Yes ~~P No~~PNo £

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

Large accelerated filer Accelerated filer Non-accelerated filer PPSmaller ~~Smaller~~ reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes £ No P

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 67,590,403 shares of common stock, $.0001 par value as of ~~March~~September 1714, 2011

BIG CAT ENERGY CORPORATION

INDEX

			Page
PART 1.	FINANCIAL INFORMATION
	ITEM 1.	FINANCIAL STATEMENTS
		Condensed Balance Sheets as of January 31, 2011 (Unaudited) and April 30, 2010	3
		Condensed Balance Sheets as of July 31, 2011 (Unaudited) and April 30, 2011	3
		Condensed Statements of Operations for the three months ended January 31, 2011 and 2010, for the nine months ended January 31, 2011 and 2010 and for the cumulative period from June 19, 1997 (inception) through January 31, 2011 (Unaudited)	4
		Condensed Statements of Operations for the three months ended July 31, 2011 and 2010, and for the cumulative period from June 19, 1997 (inception) through July 31, 2011 (Unaudited)	4
		Condensed Statements of Cash Flows for the nine months ended January 31, 2011 and 2010, and for the cumulative period from June 19, 1997 (inception) through January 31, 2011 (Unaudited)	5
		Condensed Statements of Cash Flows for the three months ended July 31, 2011 and 2010, and for the cumulative period from June 19, 1997 (inception) through July 31, 2011 (Unaudited)	5
		Condensed Statement of Shareholders’ Equity for the nine months ended January 31, 2011 and the cumulative period from June 19, 1997 (inception) to January 31, 2011 (Unaudited)	6
		Condensed Statement of Shareholders’ Equity for the three months ended July 31, 2011 and the cumulative period from June 19, 1997 (inception) through July 31, 2011 (Unaudited)	6
		Notes to Unaudited Condensed Financial Statements	7
	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1614
	ITEM 4T.	CONTROLS AND PROCEDURES	2118
PART II.	OTHER INFORMATION		2220
	ITEM 1.	Legal Proceedings	2220
	ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2220
	ITEM 3.	Default Upon Senior Securities	2220
	ITEM 4.	Submission of Matters to a Vote of Security Holders	2220
	ITEM 5.	Other Information	2220
	ITEM 6.	EXHIBITS	2220
	SIGNATURES		2321

PART I.

ITEM 1. FINANCIAL STATEMENTS.

BIG CAT ENERGY CORPORATION
(A Development Stage Company)
Condensed Balance Sheets
	January 31, 2011 (unaudited)			April 30, 2010
Assets
Current assets:
Cash and cash equivalents	$	25,055		$	192,312
Accounts receivable-trade		50,081			--
Securities available for sale		739,180			--
Prepaid expenses and other current assets		7,254			8,878
Total current assets		821,570			201,190
Property, plant and equipment, at cost:
Equipment held for sale		23,135			20,118
Equipment installed		2,515			7,544
Furniture and equipment, net of accumulated depreciation		7,210			9,983
Total		32,860			37,645
Intangible assets, net		107,407			99,465
Total assets	$	961,837		$	338,300
Liabilities and Shareholders’ Equity (Deficit)
Current liabilities:
Accounts payable and accrued liabilities	$	74,899		$	16,104
Deferred salary		108,250			96,250
Deferred revenue		12,500			59,375
Total current liabilities		195,649			171,729
Shareholders’ equity (deficit):
Common stock, $.0001 par value; 100,000,000 shares authorized,
67,590,403 and 43,481,000 shares issued and outstanding
at January 31, 2011 and April 30, 2010 respectively		6,759			4,348
Additional paid-in capital		12,508,825			11,171,937
Other comprehensive income		221,754			--
Deficit accumulated during development stage		(11,971,150	)		(11,009,714	)
Total shareholders’ equity		766,188			166,571
Total liabilities and shareholders’ equity	$	961,837		$	338,300

BIG CAT ENERGY CORPORATION

(A Development Stage Company)

Condensed Balance Sheets

	July 31, 2011			April 30, 2011
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	23,411		$	3,806
Accounts receivable-trade		13,922			12,578
Inventory		19,615			19,615
Marketable securities, available for sale		176,834			739,180
Prepaid expenses and other current assets		9,733			9,233
Total current assets		243,515			784,412

Furniture and Equipment, at cost
Equipment leased		1,006			1,509
Furniture and equipment, net of accumulated depreciation		5,959			6,855
Total		6,965			8,364

Intangible Assets, net		113,574			111,453

Total Assets	$	364,054		$	904,229

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Accounts payable and accrued liabilities	$	230,174		$	175,453
Deferred salaries		128,250			128,250
Deferred revenue		1,250			6,875
Total current liabilities		359,674			310,578

Stockholders’ Equity:
Common stock - $.0001 par value; 100,000,000 shares authorized; 67,590,403 shares issued and outstanding		6,759			6,759
Additional paid-in capital		12,508,825			12,508,825
Accumulated other comprehensive income (loss)		--			221,754
(Deficit) incurred during the development stage		(12,511,204	)		(12,143,687	)
Total stockholders’ equity		4,380			593,651

Total Liabilities and Stockholders’ Equity	$	364,054		$	904,229

See accompanying notes to condensed financial statements.

BIG CAT ENERGY CORPORATION
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
													June 19, 1997
	For the Three Months Ended July 31,						June 19, 1997 (Inception) Through July 31,
	For the Three Months						For the Nine Months						(Inception)
	2011			2010			2011
	Ended						Ended						Through
Revenues
	January 31,						January 31,						January 31,
Sales	$	12,000		$	--		$	92,000
	2011			2010			2011			2010			2011
Lease revenue		5,625			24,375			284,375
Revenues	$	65,387		$	25,000		$	118,342		$	70,168		$	336,623
Other		114			--			17,601
Costs and expenses:
		17,739			24,375			393,976
Personnel costs		489,106			126,572			706,879			426,246			8,869,459
Cost of ARID tools sold		503			--			12,539
Professional fees		24,585			58,825			116,646			181,893			840,294
Gross margin		17,236			24,375			381,437
Research and development		--			--			--			1,991			14,010
Costs and expenses:
Selling expense		106,947			62,342			219,738			196,382			1,067,506
Personnel costs		82,864			112,688			9,070,274
Depreciation and amortization		2,461			2,158			7,259			6,172			29,287
Professional fees		7,015			54,979			861,746
Other operating supplies		2,845			207			2,845			1,880			7,510
Research and development		--			--			14,010
General and administrative		12,892			26,121			45,327			86,789			672,209
Selling expense		56,039			57,831			1,179,566
Total Expenses		638,836			276,225			1,098,694			901,353			11,500,275
Depreciation and amortization		2,570			2,414			34,386
LOSS BEFORE OTHER INCOME		(573,449	)		(251,225	)		(980,352	)		(831,185	)		(11,163,652	)
Other general and administrative expenses		9,832			15,392			710,429
OTHER INCOME (EXPENSE)
Operating Loss		(141,084	)		(218,929	)		(11,488,974	)
Interest income		94			2,391			583			7,441			124,350
Other Income (Expense)
Litigation proceeds		--			--			30,000			--			30,000
Interest income		1			480			124,385
Stock issued below fair value		(11,667	)		--			(11,667	)		--			(11,667	)
(Loss) on sale of marketable securities		(59,425	)		--			(59,425	)
(Loss) on valuation from private placement		--			--			--			--			(433,000	)
Valuation (loss) on marketable securities		(167,009	)		--			(167,009	)
Loss before discontinued operations		(585,022	)		(248,834	)		(961,436	)		(823,744	)		(11,453,969	)
Litigation proceeds		--			--			30,000
Loss on discontinued operations		--			--			--			--			(517,181	)
(Loss) on valuation from private placement		--			--			(433,000	)
Net (Loss)	$	(585,022	)	$	(248,834	)	$	(961,436	)	$	(823,744	)	$	(11,971,150	)
		(226,433	)		480			(505,049	)
Net loss per share from continuing operations	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)
Loss before discontinued operations		(367,517	)		(218,449	)		(11,994,023	)
Net loss per share-discontinued operations					--			--			--
Discontinued operations		--			--			(517,181	)
Net loss per share, basic and dilutive	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)
Net loss	$	(367,517	)	$	(218,449	)	$	(12,511,204	)
Weighted average number of common shares outstanding-basic and diluted		57,361,262			42,041,000			48,349,977			38,816,362
Net loss per share	$	(0.01	)	$	(0.01	)
Weighted average number of common shares outstanding-basic and diluted		67,590,403			43,657,776

See accompanying notes to condensed financial statements.

BIG CAT ENERGY CORPORATION
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
	For the Nine months ended January 31,						June 19, 1997 (Inception) Through January 31,
	For the Three Months Ended July 31,						June 19, 1997 (Inception) Through July 31,
	2011			2010			2011
Cash Flows From Operating Activities:
Net Loss	$	(~~961~~367,~~436~~517	)	$	(~~823~~218,~~744~~449	)	$	(1112,~~971~~511,~~150~~204	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization		7,259			6,172			29,287
Depletion, depreciation and amortization		2,570			2,414			34,386
Stock based compensation		~~605,206~~--			~~107~~14,~~215~~350			6,470,396
Stock in lieu of payment		~~16,667~~--			--18,167			28,667
Contributed services and other		--			--			10,425
Cash flow from discontinued operations		--			--			833,369
Valuation loss on marketable securities		167,009			--			167,009
Loss on sale of marketable securities		59,425			--			59,425
Sale of leased equipment		503			--			503
Inventory write off		--			--			6,538
Changes in operating assets and liabilities:
Accounts receivable		(501,~~081~~344	)		~~(95,453~~--	)		(5013,~~081~~922	)
Trading securities		--			356,487			--
Prepaid and other		(500	)		1,267			(9,733	)
Prepaid and other		1,624			10,878			(7,254	)
Payables and accrued liabilities		54,721			8,489			230,174
Deferred revenue		(465,~~875~~625	)		35(24,~~625~~375	)		121,~~500~~250
Deferred salaries		~~12,000~~--			6630,~~250~~000			~~108~~128,250
Accounts payable and accrued liabilities		58,795			(21,512	)		74,899
Net cash provided by (used in)
Net cash (used in) operating activities		(356,841	)		(358,082	)		(4,460,692	)
operating activities		(90,758	)		(168,137	)		(4,564,467	)
Cash flows from investing activities:
Purchase of unproven oil and gas properties		--			--			(1,794,231	)
(Purchase) sale of equipment held for sale		2,012			--			(25,650	)
Purchase of inventory		--			--			(27,662	)
Equipment purchases		--			(995	)		(18,941	)
Purchase of equipment		--			--			(19,520	)
Other assets		(12,428	)		(19,005	)		(100,974	)
Proceeds from sale of marketable securities		114,158			--			114,158
Other assets		(3,795	)		(11,139	)		(110,410	)
Cash used in discontinued operations		--			--			(133,757	)
Net cash (used in) investing activities		(10,416	)		(20,000	)		(2,073,553	)
Net cash provided by (used in)
investing activities		110,363			(11,139	)		(1,971,422	)
Cash flows from financing activities:
Proceeds from related party advances		~~11,000~~--			--			62,618
Repayment of related party advances		~~(11,000~~--	)		--			(40,036	)
Proceeds from the sale of common stock		~~200,000~~--			~~500,000~~--			6,307,901
Payments for offering costs		--			--			(21,752	)
Cash flow provided by discontinued operations		--			--			250,569
Net cash provided by
financing activities		~~200,000~~--			~~500,000~~--			6,559,300
Net Increase (decrease) in cash and
Net Increase (Decrease) in cash and
cash equivalents		~~(167~~19,~~257~~605	)		~~121~~(179,~~918~~276	)		2523,~~055~~411
Cash and cash equivalents:
Beginning of period		~~192~~3,~~312~~806			~~117~~192,~~245~~312			--
End of period	$	2523,~~055~~411		$	~~239~~13,~~163~~036		$	2523,~~055~~411
Noncash investing and financing transactions:
Stock received as payment on private placement	$	517,426		$	--		$	517,426
Forgiveness of debt by related party, accounted for as capital contributed	$	--		$	--		$	22,582
Forgiveness of debt by related party, accounted for as Capital contributed	$	--		$	--		$	22,582
Stock issued to related party for ARID technology	$	--		$	--		$	23,990
Spin off of Sterling Oil & Gas	$	--		$	--		$	1,794,231
Change other comprehensive income (loss)	$	(221,754	)	$	--		$	--

See accompanying notes to condensed financial statements.

BIG CAT ENERGY CORPORATION

BIG CAT ENERGY CORPORATION
(A Development Stage Company)
Condensed Statements of Changes in Stockholders’ Equity
For the Three Months ended July 31, 2011and
the Cumulative Period from June 19, 1997 (Inception) Through July 31, 2011
(Unaudited)
	Common Stock						Additional Paid-in Capital			(Deficit) Incurred During Development Stage			accumulated Other Compre-hensive			Total
	Shares			Par value $.0001			Additional Paid-in Capital			(Deficit) Incurred During Development Stage			Income			Total

Balance, at Inception (June 19, 1997)
Stock issued for services upon inception at June 19, 1997 issued at par		500,000		$	50		$	–		$	–		$	--		$	50
Common stock cancelled March 2002		(500,000	)		(50	)		–			–			--			(50	)
Sale of common stock at $0.10 per share, April 2002		1,114,000			111			111,289			–			--			111,400
Contributed services (January 2000 through April 2003)		–			–			10,425			–			--			10,425
Cumulative net (loss)		–			–			–			(132,543	)		--			(132,543	)
Balance, April 30, 2005		1,114,000			111			121,714			(132,543	)		--			(10,718	)
Sale of common stock (March through April 2006) at $0.05 per share		7,400,000			740			369,260			–			--			370,000
Sale of common stock (March 2006 at $0.01 per share		2,500,000			250			24,750			--			--			25,000
Common stock issued in exchange for assets		12,450,000			1,245			22,745			--			--			23,990
Net (loss)		–			–			–			(145,182	)		--			(145,182	)
Balance, April 30, 2006		23,464,000			2,346			538,469			(277,725	)		--			263,090
Sale of common stock (May through June 2006) at $0.50 per share		4,065,000			407			2,032,093			–			--			2,032,500
Sale of common stock (January 2007) at $0.75 per share		2,012,000			201			1,508,799			–			--			1,509,000
Offering costs		–			–			(21,752	)		–			--			(21,752	)
Contributed capital		–			–			22,582			–			--			22,582
Stock-based compensation		–			–			1,840,000			–			--			1,840,000
Net (loss)		–			–			–			(2,639,221	)		--			(2,639,221	)
Balance, April 30, 2007		29,541,000			2,954			5,920,191			(2,916,946	)		--			3,006,199
Sale of common stock (October 2007) at $1.00 per share		500,000			50			499,950			–			--			500,000
Sale of units (April 2008) at $0.50 per unit		1,000,000			100			499,900			–			--			500,000
Spin off Sterling subsidiary		–			–			(844,050	)		–			--			(844,050	)
Stock-based compensation		–			–			2,360,000			–			--			2,360,000
Net (loss)		–			–			–			(4,378,294	)		--			(4,378,294	)
Balance, April 30, 2008		31,041,000			3,104			8,435,991			(7,295,240	)		--			1,143,855
Sale of units (May 2008) at $0.50 per unit		1,000,000			100			499,900			--			--			500,000
Stock based compensation		--			--			1,543,625			--			--			1,543,625
Net (loss)		--			--			--			(2,664,180	)		--			(2,664,180	)
Balance, April 30, 2009		32,041,000			3,204			10,479,516			(9,959,420	)					523,300
Sale of units (July 2009) at $0.05 per unit		10,000,000			1000			499,000			--			--			500,000
Sale of units (April 2010) at $0.05 per unit		1,200,000			120			59,880			--			--			60,000
Stock in lieu of payment at $0.05 per share		240 000			24			11,976			--			--			12,000
Stock based compensation		--			--			121,565			--			--			121,565
Net (loss)		--			--			--			(1,050,294	)		--			(1,050,294	)
Balance, April 30, 2010		43,481,000			4,348			11,171,937			(11,009,714	)		--			166,571
Stock in lieu of payroll at $0.09 per share		363,334			36			32,664			--			--			32,700
Stock in lieu of payroll at $0.10 per share		3,579,402			358			357,582			--			--			357,940
Stock in lieu of payment at $0.10 per share		166,667			17			16,650			--			--			16,667
Unrealized gain on marketable securities		--			--			--			--			221,754			221,754
Sale of units (January 2011) at $0.03 per Unit		20,000,000			2,000			715,426			--			--			717,426
Stock based compensation		--			--			214,566			--			--			214,566
Net (loss)		--			--			--			(1,133,973	)		--			(1,133,973	)
Balance, April 30, 2011		67,590,403			6,759			12,508,825			(12,143,687	)		221,754			593,651
Unrealized (loss) on marketable securities		--			--			--			--			(221,754	)		(221,754	)
Net (loss)		--			--			--			(367,517	)		--			(367,517	)
Balance July 31, 2011		67,590,403		$	6,759		$	12,508,825		$	(12,511,204	)	$	--		$	4,380

(A Development Stage Company)

CONDENSED STATEMENT OF SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE NINE MONTHS ENDED JANUARY 31, 2011

AND THE CUMULATIVE PERIOD FROM JUNE 19, 1997 (INCEPTION) TO JANUARY 31, 2011 (UNAUDITED)

	Common Stock						Additional			Deficit Incurred During			Other Compre-
				Par value			Paid-in			Development			hensive
	Shares			$	.0001		Capital			Stage			Income		Total
Balance, at Inception (June 19, 1997)
Stock issued for services upon inception at June 19, 1997 issued at par		500,000		$	50		$	–		$	–		$	--	$	50
Common stock cancelled March 2002		(500,000	)		(50	)		–			–			--		(50	)
Sale of common stock at $0.10 per share, April 2002		1,114,000			111			111,289			–			--		111,400
Contributed services (January 2000 through April 2003)		–			–			10,425			–			--		10,425
Cumulative net loss		–			–			–			(132,543	)		--		(132,543	)
Balance, April 30, 2005		1,114,000			111			121,714			(132,543	)		--		(10,718	)
Sale of common stock (March through April 2006) at $0.05 per share		7,400,000			740			369,260			–			--		370,000
Sale of common stock (March 2006 at $0.01 per share		2,500,000			250			24,750			--			--		25,000
Common stock issued in exchange for assets		12,450,000			1,245			22,745			--			--		23,990
Net loss		–			–			–			(145,182	)		--		(145,182	)
Balance, April 30, 2006		23,464,000			2,346			538,469			(277,725	)		--		263,090
Sale of common stock (May through June 2006) at $0.50 per share		4,065,000			407			2,032,093			–			--		2,032,500
Sale of common stock (January 2007) at $0.75 per share		2,012,000			201			1,508,799			–			--		1,509,000
Offering costs		–			–			(21,752	)		–			--		(21,752	)
Contributed capital		–			–			22,582			–			--		22,582
Stock-based compensation		–			–			1,840,000			–			--		1,840,000
Net loss		–			–			–			(2,639,221	)		--		(2,639,221	)
Balance, April 30, 2007		29,541,000			2,954			5,920,191			(2,916,946	)		--		3,006,199
Sale of common stock (October 2007) at $1.00 per share		500,000			50			499,950			–			--		500,000
Sale of units (April 2008) at $0.50 per unit		1,000,000			100			499,900			–			--		500,000
Spin off Sterling subsidiary		–			–			(844,050	)		–			--		(844,050	)
Stock-based compensation		–			–			2,360,000			–			--		2,360,000
Net loss		–			–			–			(4,378,294	)		--		(4,378,294	)
Balance, April 30, 2008		31,041,000			3,104			8,435,991			(7,295,240	)		--		1,143,855
Sale of units (May 2008) at $0.50 per unit		1,000,000			100			499,900			--			--		500,000
Stock based compensation		--			--			1,543,625			--			--		1,543,625
Net loss		--			--			--			(2,664,180	)		--		(2,664,180	)
Balance, April 30, 2009		32,041,000			3,204			10,479,516			(9,959,420	)				523,300
Sale of units (July 2009) at $0.05 per unit		10,000,000			1000			499,000			--			--		500,000
Sale of units (April 2010) at $0.05 per unit		1,200,000			120			59,880			--			--		60,000
Stock in lieu of payment at $0.05 per share		240 000			24			11,976			--			--		12,000
Stock based compensation		--			--			121,565			--			--		121,565
Net loss		--			--			--			(1,050,294	)		--		(1,050,294	)
Balance, April 30, 2010		43,481,000			4,348			11,171,937			(11,009,714	)		--		166,571
Stock in lieu of payroll at $0.09 per share		363,334			36			32,664			--			--		32,700
Stock in lieu of payroll at $0.10 per share		3,579,402			358			357,582			--			--		357,940
Stock in lieu of payment at $0.10 per share		166,667			17			16,650			--			--		16,667
Other comprehensive income		--			--			--			--			221,754		221,754
Sale of units (January 2011) at $0.03 per unit		20,000,000			2,000			715,426			--			--		717,426
Stock based compensation		--			--			214,566			--			--		214,566
Net loss		--			--			--			(961,436	)		--		(961,436	)
Balance, January 31, 2011		67,590,403			6,759		$	12,508,825		$	(11,971,150	)	$	221,754	$	(766,188	)

See accompanying notes to condensed financial statements.

BIG CAT ENERGY CORPORATION

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

~~Note1~~Note 1: Presentation, Organization and Nature of Operations

Presentation

The accompanying unaudited financial statements of Big Cat Energy Corporation (the “Company”) at ~~January~~July 31, 2011 and 2010 have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial statements pursuant to, instructions to Form 10-Q, and Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended April 30, ~~2010~~2011. In management’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation to make the Company’s financial statements not misleading have been included. The results of operations for the ~~periods~~period ended ~~January~~July 31, 2011 and 2010 presented are not necessarily indicative of the results to be expected for the full year. The April 30, ~~2010~~2011 balance sheet has been derived from the Company’s audited financial statements included in the Company’s annual report on Form 10-K for the year ended April 30, ~~2010~~2011.

Description of Operations

Big Cat Energy Corporation (“Big Cat” or the “Company”), a Nevada corporation, owns the exclusive right to a patented technology known as Aquifer Recharge Injection Device (“ARID”) which allows Coal Bed Methane (“CBM”) operators to re-inject water produced from productive coal seams. The ARID tool uses the existing well bore to move water from the producing coal seam to depleted aquifers of similar water quality. With the ARID tool and process in use, the production well will not require the discharge of any produced water, or the use of a separate re-injection well for any of the produced water. The produced water never leaves the well bore as it is redirected into different aquifer zones. These aquifers are identified from the geophysical logs. The Company is in the development stage in accordance with FASB Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company has been in the development stage since inception and has yet to generate any significant revenue-producing operations. ~~Since~~ ~~2006~~Activities ~~the~~since ~~Company’s~~its ~~activities~~inception have primarily ~~focused~~involved onits organization, development of the Company and more recently, its ARID initiative.

Note 2: Liquidity

Going Concern

As of ~~January~~July 31, 2011, the Company had a working capital deficit of $~~625~~116,~~921~~159 and stockholders’ equity of $~~766~~4,~~188~~380. The Company has realized minimal revenues and has incurred significant losses from operations and used significant cash flow to fund operations for the periods presented in this Quarterly Report. Historically, Big Cat has relied upon outside investor funds to maintain its operations and develop its business. Big Cat’s plan for continuation anticipates continued funding from investors and receipt of approved proposals. This funding would be used for operations, for working capital, as well as business expansion during the upcoming fiscal year. The Company can provide no assurance that additional investor funds will be available on terms acceptable to the Company. These conditions raise substantial doubt about Big Cat’s ability to continue operations as a going concern.

Big Cat’s ability to continue as a going concern is dependent upon raising capital through debt or equity financing and ultimately by increasing revenue and achieving profitable operations. The Company can offer no assurance that it will be successful in its efforts to raise additional proceeds or achieve profitable operations. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business.

Note 3: ~~Significant~~Summary of Accounting Policies:

Use of Estimates – The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Cash and Cash Equivalents – Cash and cash equivalents include cash on hand, amounts held in banks and highly liquid investments purchased with an original maturity of three months or less.

Advertising-The Company expenses advertising costs as they are incurred.

Intangible Assets – The Company capitalized the costs to patent the ARID process and ARID trademark. These costs are being amortized over the life, twenty (20) years, of the patents on a straight line basis. The intangibles serve as collateral for the accrued deferred salaries. The Company expects to record amortization expense for subsequent periods as follows:

FY 2011 $6,~~048~~714

FY 2012 $6,~~248~~720

FY 2013 $6,~~248~~720

FY 2014 $6,~~248~~720

FY 2015 $6,~~248~~720

Thereafter $7679,~~367~~980

The Company accounts for intangibles in accordance with ASC 350, Intangible-Goodwill and Other. The Company evaluates intangibles, at a minimum, on a annual basis and whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. Impairment of intangibles is tested by comparing the carrying amount to the fair value. The fair values are estimated using discounted projected cash flows. If the carrying amount exceeds its fair value, intangibles are considered impaired and a second step is performed to measure the amount of impairment loss, if any. The Company evaluates the impairment of intangibles as of the end of each fiscal year or whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. These circumstances include:

·	a significant decrease in the market value of an asset;

·	a significant adverse change in the extent or manner in which an asset is used; or

·	an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset.

The Company did not recognize an impairment expense related to intangible assets during the periods ended July 31, 2011 or 2010.

Concentrations of Credit Risk – The Company’s cash equivalents are exposed to concentrations of credit risk. The Company manages and controls this risk by investing the cash equivalents and short term investments with major financial institutions.

Furniture and Equipment – Furniture and equipment is stated at cost. Depreciation is provided on furniture, fixtures and equipment using the straight-line method over an estimated service life of three to seven years.

The cost of normal maintenance and repairs is charged to operating expenses as incurred. Material expenditures which increase the life of an asset are capitalized and depreciated over the estimated remaining useful life of the asset.

Concentration of Customer Base - The Company ~~has~~ had ~~four~~one leasing customer and three leasing customers during the ~~nine~~periods ~~months~~ ended ~~January~~July 31, 2011 ~~compared~~and to2010. ~~three~~The ~~for~~Company had a single purchaser of the ~~same~~ARID tool during the period inended ~~2010~~July 31, 2011.

Income Taxes – Income taxes are accounted for by recognizing deferred income tax assets and liabilities for the expected future income tax consequences, based on enacted tax laws, of temporary differences between the financial reporting and tax basis of assets, liabilities and carryforwards. Deferred tax assets are recognized for the expected future effects of all deductible temporary differences, loss carryforwards and tax credit carryforwards. Deferred tax assets are then reduced, if deemed necessary, by a valuation allowance for the amount of any tax benefit which, more likely than not, are not expected to be realized.

We adopted ASC 740, Income Taxes as of April 1, 2008. This topic provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Tax positions must meet a "more-likely-than-not" recognition threshold at the effective date to be recognized upon the adoption of ASC 740 and in subsequent periods. We have identified no significant uncertain tax positions as of ~~January~~July 31, 2011 or 2010. The cumulative effect of adopting ASC 740 has not resulted in a liability on the balance sheet. The total amount of unrecognized tax benefits as of the date of adoption was zero.

We recognize interest and penalties related to uncertain tax positions in income tax expense. No interest and penalties related to uncertain tax positions were accrued as of ~~January~~July 31, 2011 or 2010.

Fair Value of Financial Instruments – The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, ~~securities~~ and accounts payable. The fair market value of these financial instruments approximates or is equal to the book value due to the short term nature of these balances.

Fair Value Measurements - are determined by the Company’s adoption of ASC 820 Fair Market Measurement and Disclosures as of May 1, 2008, including the application of the statement to non-recurring, non-financial assets and liabilities. The adoption of ASC 820 did not have a material impact on the Company’s fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal (or most advantageous market) for the asset or liability in an orderly transaction between market participants at the measurement date. ~~ASC 820 establishes a fair value hierarchy which prioritizes the inputs used in measuring fair value into three broad levels as follows:~~

Level 1- Quoted prices in active markets for identical assets or liabilities.

Level 2- Inputs, other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3- Unobservable inputs based on the Company’s assumptions,

The following table provides information regarding the source of data used by the Company to develop fair value measurements:

	Fair Value Measurements at Reporting Date Using
Description	January 31, 2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Securities available for sale	$	739,180	$	739,180	$	--	$	--
Total	$	739,180	$	739,180	$	--	$	--

Stock-Based Compensation – The Company accounts for stock-based compensation arrangements in accordance with ASC ~~820~~718, ~~requires~~Compensation-Stock Compensation, which permits entities to recognize as expense over the ~~use~~vesting period, the fair value of ~~observable~~all ~~market~~stock-based ~~data~~awards ifon ~~such~~the ~~data~~date isof ~~available~~grant. ~~without~~The ~~undue~~Company ~~cost~~recorded ~~and~~no ~~effect~~expense for stock-based compensation for the three months ended July 31, 2011 compared to $14,350 for the same period in 2010.

~~Stock-Based~~Research ~~Compensation –~~and ~~The~~Development ~~Company~~Expenditures ~~accounts~~– ~~for~~Costs ~~stock-based~~related ~~compensation arrangements in accordance with ASC 718, Compensation-Stock Compensation, which permits entities~~ to ~~recognize as expense over~~ the ~~vesting~~research, ~~period~~design, ~~the~~and ~~fair~~development ~~value~~ of ~~all~~products ~~stock-based~~are ~~awards~~charged onto ~~the~~research ~~date~~and ofdevelopment ~~grant.~~expenses as incurred. The Company ~~recorded~~did ~~expense~~not ~~for~~incur ~~stock-based~~any ~~compensation~~research ~~for~~and ~~the~~development ~~nine~~costs ~~months ended January 31, 2011 of $214,566 compared to $81,074~~ for the ~~nine~~three months ended ~~January~~July 31, 2011 or 2010.

Research and Development Expenditures – Costs related to the research, design, and development of products are charged to research and development expenses as incurred. The Company did not incur any research and development costs for the nine months ended January 31, 2011 compared to $1,991 for the same period in 2010.

Net Loss Per Share – Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Contingently issuable shares are included in the computation of basic net income (loss) per share when the related conditions are satisfied. Diluted net income per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding during the period. Potentially dilutive securities consist of contingently issuable shares, the incremental common shares issuable upon conversion of preferred stock or convertible debt (using the “if converted” method) and shares issuable upon the exercise of stock options and warrants (using the “treasury stock” method). Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive.

As of ~~January~~July 31, 2011 the Company had ~~67,590,403~~options ~~shares~~issued ofto ~~common~~purchase ~~stock~~4,135,000 ~~outstanding~~shares and ~~options and~~ warrants issued to purchase 2418,~~108~~173,033 shares ~~issued~~ that would be potentially dilutive. At ~~January~~July 31, 2010, the Company had 42options issued to purchase 3,~~041~~935,000 shares ~~of common stock outstanding. The Company has options~~ and warrants ~~outstanding~~issued to purchase 118,~~035~~300,000 shares that would be potentially dilutive. The options and warrants outstanding were excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutive as of those dates.

~~Other~~Revenue ~~Comprehensive~~Recognition-The ~~Income~~Company –leases ~~The~~its ~~Company~~ARID ~~recorded~~tool ~~$221,754~~and process to its customers. Revenue is recognized equally over the term of ~~other~~lease. ~~comprehensive~~When ~~income~~the lease is executed the Company records deferred revenue as an Other Current Liability for those amounts paid for lease commitments for the ~~mark~~next to12 ~~market~~months ~~adjustment~~and ona ~~securities~~Long ~~available~~Term Obligation for ~~sale~~those asamounts in excess of ~~January~~12 months. At July 31, 2011, ~~compared~~the toCompany nohas ~~comprehensive~~recorded ~~income~~$1,250 ~~for~~as ~~the~~Other ~~same~~Current ~~period~~Liabilities infor ~~2010~~deferred revenue.

~~Revenue Recognition-~~The Company ~~leases~~sells ~~its~~ ARID ~~tool~~tools and ~~process~~revenue ~~to its customers. Revenue~~ is recognized ~~equally~~on ~~over~~ the ~~term~~tool ofsales ~~lease.~~when ~~When~~ the ~~lease~~ARID istools ~~executed~~have ~~the~~been ~~Company~~delivered ~~records~~to ~~deferred revenue as a other current liability for those amounts paid for lease commitments for~~ the ~~next 12 months and a Long Term Obligation for those amounts in excess of 12 months~~customer. ~~At January 31, 2011 the Company recorded $12,500 as Other Current Liabilities for deferred revenue.~~

In accordance with ASC 450, Contingencies, which requires that a contingency be reflected in operations only upon resolution of the contingency, the Company has recorded litigation proceeds of $30,000 in the nine months ended January 31, 2011. The contingency arose during FY 2009 when the Company paid a patent attorney for filings that were not done correctly. The Company then hired a new patent attorney and expensed the duplicate legal fees in FY 2009. The fees paid to the first attorney were recovered during the current fiscal year.

Reclassifications – Certain reclassifications have been made to prior years’ amounts to conform to the classifications used in the current year. Such reclassifications had no effect on the Company’s net loss in any of the periods presented.

~~Recent~~Warranty ~~Pronouncements~~accrual – ASC 450 requires companies to accrue for warranty exposure based on reasonable estimates of the amount incurred based on historical data, the Company has accrued no costs for warranty resolution as of July 31, 2011 and April 30, 2011.

Recent Pronouncements – We have reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of our operations.

~~Note 4: Shareholders’ Equity~~10

Note 4: Fair Value Measurements:

ASC 820 establishes a fair value hierarchy which prioritizes the inputs used in measuring fair value into three broad levels as follows:

Level 1- Quoted prices in active markets for identical assets or liabilities.

Level 2- Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly.

Level 3- Unobservable inputs based on the Company’s assumptions,

ASC 820 requires the use of observable market data if such data is available without undue cost and effect.

Fair Value Measurements at Reporting Date Using
Description	July 31, 2011	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Securities available for sale	$176,834	$176,834	$0	$0
Total	$176,834	$176,834	$0	$0

Note 5: Marketable Securities:

Cost and fair value of available for sale securities at July 31, 2011 are as follows:

	Cost		Unrealized Gains/ Losses		Realized Losses		Fair Value
Shares of High Plains Gas, Inc.	$343,843		--		$167,009		$176,834

In accordance with ASC 320, Investments – Debt and Equity Securities, we have considered the reported operating losses of High Plains Gas, Inc. and other internal factors in our evaluation of whether the valuation loss on the shares as of July 31, 2011 is other than temporary. Based on High Plains Gas, Inc.’s negative working capital, significant reported losses and continued decline in share market price, we have concluded that as of July 31, 2011, the decline in share valuation is other than temporary and we have recognized the valuation loss of $167,009 in our 3 month operating loss as of July 31, 2011.

Note 6: Shareholders’ Equity

Private Offerings

During the ~~nine~~three months ended ~~January~~July 31, 2011, ~~the~~there ~~Company~~were ~~issued~~no ~~363,334 shares of restricted common~~ stock totransactions ~~non-officer~~by ~~employees~~the ~~in lieu of payment of $32,700 in salary. The~~ Company ~~also completed a private placement of 20,000,000 restricted shares of Big Cat common stock at $0~~.03 per share and warrants to purchase an additional 10,000,000 restricted shares of Big Cat common stock exercisable at $0.15 per share. The warrants have a five year term from date of issue. The Company received proceeds of $717,426 in the private placement consisting of $200,000 cash and High Plains Gas Inc. restricted common stock valued at $517,426.

During the ~~quarter~~three months ended July 31, 2010, the Company issued 3363,~~746,069~~334 shares of restricted common stock ~~at $0.10 per share and warrants~~ to ~~purchase~~non-officer ~~an additional 1,873,033 shares exercisable at $0.15 to officers,~~ employees ~~and a vendor~~ in lieu of payment of ~~salary and vendor obligations. The warrants have a five year term from date of issue. The Company recognized a non-cash expense of~~ $1118,~~667~~167 ~~for~~in ~~the difference between the fair value of the stock issued and the vendor liabilities relieved of $5,000. The Company recognized non-cash~~ salary ~~expense of $357,940 for the difference between the fair value of the stock issued and the accrued salaries relieved~~.

During the nine months ended January 31, 2010 the Company completed a private placement of 10,000,000 units for $500,000 ($.05 per unit), each unit consisting of one restricted share of its common stock and one warrant to purchase one half restricted share of its common stock. Warrants are exercisable for $.075 and must be exercised on or before July 28, 2012.

In accordance with ASC 815, Derivatives and Hedging, and the terms of the warrants and the transaction documents, the warrants were determined to represent an equity transaction and, therefore, the fair value of the warrants are contained within the equity section and not separately recorded apart from the common shares issued as part of the private placement.

The above private offerings were made in reliance on an exemption from registration in the United States under Section 4(2) and/or Regulation D of the United States Securities Act of 1933, as amended.

~~Note~~The ~~5: Stock~~above ~~Option~~private ~~Plan~~offerings were made in reliance on an exemption from registration in the United States under Section 4(2) and/or Regulation D of the United States Securities Act of 1933, as amended.

~~The~~Note ~~Company has adopted the 2007 Nonqualified~~ 7: Stock Option Plan (the “Plan”), as amended. The Company has reserved 5,000,000 shares of common stock for the plan. During Fiscal 2009 the Board of Directors granted options to purchase 1,665,000 shares to directors, officers and key employees and consultants of the Company, effective December 31, 2008. The exercise price of the options was $0.12, the closing price of Company shares on December 31, 2008. The options grant on December 31, 2008 become exercisable on December 31, 2009 and expire on December 31, 2014. During Fiscal 2010 the Board of Directors granted options to purchase 410,000 shares to outside directors and key employees of the Company, effective January 4, 2010. The exercise price of the options was $0.15, the closing price of Company shares on January 4, 2010. The options granted on January 4, 2010 become exercisable on January 4, 2011 and expire on January 4, 2015. Also during Fiscal 2010, Charles Peck and George Hampton, resigned as Directors of the Company and forfeited their stock options to purchase 600,000 shares each. On January 12, 2011, the Company granted options to purchase 200,000 shares to an outside director. The options were granted with an exercise price of $0.15 and were immediately vested and exercisable.

The Company ~~uses~~has adopted the ~~Black-Scholes~~2007 ~~option-pricing~~Nonqualified ~~model~~Stock Option Plan (the “Plan”), as amended. The Company has reserved 5,000,000 shares of common stock for the plan. During Fiscal 2009 the Board of Directors granted options to ~~estimate~~purchase 1,665,000 shares to directors, officers and key employees and consultants of the ~~fair~~Company, ~~value~~effective December 31, 2008. The exercise price of the options atwas $0.12, the ~~grant~~closing price of Company shares on December 31, 2008. The options granted on December 31, 2008 became exercisable on December 31, 2009 and ~~vesting~~expire ~~date~~on December 31, 2014. During Fiscal 2010 the Board of Directors granted options to purchase 410,000 shares to outside directors and key employees of the Company, effective January 4, 2010. The ~~fair~~exercise ~~values~~price of the options was $0.15, the closing price of Company shares on January 4, 2010. The options granted on January 4, 2010 became exercisable on January 4, 2011 and ~~vested~~expire ~~were~~on ~~calculated~~January ~~using~~4, 2015. Also during Fiscal 2010, Charles Peck and George Hampton, resigned as Directors of the ~~following~~Company ~~weighted-average~~and ~~assumptions:~~forfeited their stock options to purchase 600,000 shares each.

	Year ended April 30, 2011	Year ended April 30, 2010	Year ended April 30, 2009
Expected dividend yield	-	–	–
Expected price volatility	178%	152%	125%
Risk free interest rate	1.99%	2.65%	1.55%
Expected term of options (in years)	5 years	5 years	6 years

As of July 31, 2011, and 2010 the outstanding options are fully vested, however, the agreement only allows for a certain number of options to be exercised each year through January 4, 2015. Due to the limitations on exercising the options, and the fact that they would expire if the employee resigns or is terminated for cause, the Company has treated the options as if they vest over a two-year period.

Note 8: Income Tax

The Federal net operating loss (“NOL”) carryforward of the Company totaling approximately $5,139,000 as of July 31, 2011 expires on various dates through 2031. Internal Revenue Code Section 382 places a limitation on the amount of taxable income which can be offset by NOL carryforwards after a change in control (generally a greater than 50% change in ownership) of a loss corporation. Generally, after a change in control, a loss corporation cannot deduct NOL carryforwards in excess of the Section 382 limitation. Due to these “change in ownership” provisions, utilization of NOL carryforwards may be subject to an annual limitation regarding their utilization against taxable income in future periods. We have not performed a Section 382 analysis. However, if performed, Section 382 may be found to limit potential future utilization of our NOL carryforwards. We have established a full valuation allowance against the deferred tax assets because, based on the weight of available evidence including our continued operating losses, it is more likely than not that all of the deferred tax assets will not be realized. Because of the full valuation allowance, no income tax expense or benefit is reflected on the statement of operations.

Note 9: Related Party Transactions

During the three months ended July 31, 2011, Sterling Oil & Gas Company (“Sterling”), an affiliate of Big Cat, paid $2,100 of operating expense on behalf of Big Cat. As of July 31, 2011and April 30, 2011 a total of $10,394 and $8,294 is due to Sterling and has been included in the accounts payable and accrued liabilities on the accompanying balance sheet.

During the three months ended July 31, 2011, the Company collected $11,256 from High Plains Gas, Inc. (“High Plains”). As of July 31, 2011 and April 30, 2011, a total of $1,322 and $12,578 is due from High Plains and has been recorded in the accounts receivable-trade on the accompanying balance sheet.

AFor ~~summary~~the three months ended July 31, 2010, the officers of ~~option~~the ~~activity~~company ~~under~~provided management services to its affiliated company, Sterling Oil & Gas Company. The Company did not record any income from Sterling for these services. The Company also retained Wharton Consulting to provide marketing service to the ~~Plan~~Company. Thomas E, Wharton, a Director for the Company, is the managing partner of Wharton Consulting. The Company recorded consulting fees to Mr. Wharton and ~~changes~~Wharton ~~during~~Consulting of $36,000 for the ~~years~~three ~~then~~months ended isJuly ~~presented~~31, ~~below:~~2010.

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Options outstanding –May 1, 2008		3,160,000			.56		4.54	$	5,214,990
Granted during period		1,665,000			.12		5.00		172,150
Exercised during period		–			–		–		--
Forfeited during period		–			–		–		–
Expired during period		–			–		–		–
Options outstanding –April 30, 2009		4,825,000			.42		5.00		5,387,140
Granted during period		410,000			.15		4.68		52,617
Exercised during period		--			--		--		--
Forfeited during period		(1,300,000	)		--		--		(1,532,051	)
Expired during period		--			--		--		--
Options outstanding-April 30, 2010		3,935,000		$	.39		3.37		3,907,705
Granted during period		200,000			.15		4.70	$	28,000
Exercised during period		–			–		–		–
Forfeited during period		–			–		–		–
Expired during period		–			–		–		–
Options outstanding-April 30, 2011		4,135,000			.37		2.49	$	3,935,705
Exercisable at April 30, 2011		4,135,000		$	.37		2.49	$	3,935,705

Note 10: Subsequent Events

~~The~~Management ~~weighted~~has ~~average~~evaluated ~~grant~~all ~~date~~activity ~~intrinsic value~~ of ~~options granted during~~ the ~~years~~Company ~~ended April 30, 2011, 2010,~~ and ~~2009~~concluded isno ~~$0.14,~~subsequent ~~$0.14,~~events ~~and~~have ~~$0.11~~occurred ~~per~~that ~~share~~would ~~respectively. The~~require ~~weighted average remaining contractual term is approximately two and a half years for all options outstanding at April 30, 2011~~disclosure.

As of April 30, 2011, 2010, and 2009 all the options are fully vested and exercisable. There have been no options exercised under the terms of the Plan.

The Company expects to recognize approximately $66,000 in stock compensation expense ratably through April 30, 2011.

Note 6: Common Stock Warrants

The Company issued 1,873,033 warrants to purchase shares of restricted common stock and recorded a non-cash compensation expense of $148,301 during the three months ended January 31, 2011, compared to $0 for the same period in 2010.

The following stock purchase warrants were outstanding at January 31, 2011:

	January 31, 2011
Number of warrants		20,173,033
Exercise price	$	0.15-$0.75
Expiration dates		2011-2015

Note 7: Income Tax

The Federal net operating loss (NOL) carryforward of approximately $4,707,000 as of January 31, 2011 expires on various dates through 2031. Internal Revenue Code Section 382 places a limitation on the amount of taxable income which can be offset by NOL carryforwards after a change in control (generally greater than 50% change in ownership) of a loss corporation. Generally, after a change in control, a loss corporation cannot deduct NOL carryforwards in excess of the Section 382 limitation. Due to these “change in ownership” provisions, utilization of NOL carryforwards may be subject to an annual limitation regarding their utilization against taxable income in future periods. We have not performed a Section 382 analysis. However, if performed, Section 382 may be found to limit potential future utilization of our NOL carryforwards. We have established a full valuation allowance against the deferred tax assets because, based on the weight of available evidence including our continued operating losses, it is more likely than not that all of the deferred tax assets will not be realized. Because of the full valuation allowance, no income tax expense or benefit is reflected on the statement of operations.

Note 8: Related Party Transactions

For the nine months ended January 31, 2011 and 2010, the officers of the Company provided management services to its affiliated company, Sterling Oil & Gas Company. The Company did not record any income from Sterling for these services.

The Company retained Wharton Consulting during the 2010 fiscal year to provide marketing service to the Company. Thomas E, Wharton, a Director for the Company, is the managing partner of Wharton Consulting. Mr. Wharton is also the step-brother of Michael Schaefer, a principal Big Cat shareholder who currently owns beneficially approximately 24.7% of the common stock of the Company. The Company recorded consulting fees to Mr. Wharton and Wharton Consulting of $36,000 for the nine months ended January 31, 2011, compared to $88,091 ( which included non-cash expense of $17,000 related to warrants issued to Wharton Consulting), for the nine months ended January 31, 2010. At April 30, 2010, the Company owed Wharton Consulting $6,000, which was included in accounts payable and accrued liabilities in the accompanying balance sheet.

For the nine months ended January 31, 2011, the Company’s CFO provided professional services to High Plains Gas, Inc., valued at $6,013, which has been invoiced to High Plains Gas, Inc. The Company sold 4 ARID tools to High Plains Gas, Inc. for a total of $40,000. High Plains Gas, Inc. presently owns beneficially approximately 38.7% of the Company’s restricted common stock and High Plains Gas, Inc.’s President and COO is a member of Big Cat’s Board of Directors.

Also, during the nine months ended January 31, 2011, the Company borrowed $11,000 from Raymond Murphy, an officer and Director of the Company. The funds were used for operating expenses and were reimbursed to Mr. Murphy by the end of the period.

Note 9: Subsequent Events

Management has evaluated all activity of the Company and concluded that the only subsequent event that has occurred that would require disclosure is that Big Cat has received an order for $150,000 of ARID tools from High Plains Gas, Inc. in February 2011.

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

Forward-Looking Statements

This Quarterly Report includes certain statements that may be deemed to be “forward-looking” statements that reflect our current views with respect to future events and financial performance. All statements ~~included~~include in this Quarterly Report, other than statements of historical facts, address matters that we reasonably expect, believe or anticipate will or may occur in the future. Forward-looking statements may relate to, among other things:

§	our future financial position, including working capital and anticipated cash flow;

§	the risks of the oil and gas industry, as they relate to demand for leasing the ARID tool;

§	market demand;

§	risks and uncertainties involving geology of oil and gas deposits;

§	the uncertainty of estimates and projections relating to costs and expenses;

§	health, safety and environmental risks;

§	uncertainties as to the availability and cost of financing; and

§	the possibility that government policies or laws may change or governmental approvals may be delayed or withheld.

~~Other~~Additional ~~sections~~factors ~~of this Quarterly Report~~ may ~~include~~exist ~~additional factors~~ that could adversely affect our business and financial performance as reported in this report. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Forward looking statements contained in this Quarterly Report are made as of the respective dates set forth in this Quarterly Report. Such forward-looking statements are based on the beliefs, expectations and opinions of management as of the date the statements are made. We do not intend to update these forward-looking statements, except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

Plan of Operations

The plan of ~~operations~~operation discussed below in this ~~Quarterly~~report ~~Report~~for the three months ended July 31, 2011, reflects the operations of our current business which is to ~~lease or~~ sell the ARID tool and process to oil and gas companies.

~~We are a development stage company and have realized minimal revenues from our current business operations.~~14

16Currently, we are currently leasing two ARID tools and previously have sold eight ARID tools for installation in CBM (coal bed methane) gas well bores in the Powder River Basin of Wyoming. We have received an order from a related party for fifteen ARID tools to be acquired and installed in fall of 2011. The Company has begun the permitting process for these wells.

WeThe ~~are~~ARID inIn-bore Aquifer Recharge Injection System has been selected as the ~~process~~water ofhandling ~~completing~~component ~~field~~for ~~tests~~a proof of concept project to enhance the ~~ARID~~public ~~tool~~water ~~and~~supply ~~process~~in the Southwestern United States. The project team includes, among others, a major university and wea ~~are~~US ~~continuing~~Federal toAgency. ~~refine~~The project involves the ~~ARID~~collection ~~system~~and tore-injection ~~improve~~of ~~field~~a ~~use. Currently,~~combined wesolution ~~have~~of ~~seven~~treated ~~ARID~~brine ~~tools~~water ~~installed~~and indrinking ~~CBM~~water ~~(coal~~into ~~bed~~existing ~~methane)~~drinking ~~gas~~water ~~well~~aquifers ~~bores~~to inenhance and preserve the ~~Powder~~public ~~River~~drinking ~~Basin~~water ofsupply ~~Wyoming~~for future use.

Big Cat has ~~received~~executed ~~requests~~a ~~for~~Distribution ~~proposals~~Agreement ~~from~~with ~~major~~WellDog, ~~coal bed methane operators (CBM/CSNG) in Wyoming and Montana~~Inc. ~~Acceptance~~ ofto ~~any~~be of Big Cat’s ~~proposals~~exclusive ~~would~~distributor ~~substantially~~of ~~increase~~ the ~~Company’s sales and cash flow. Further, the~~ ARID ~~In-bore~~technology ~~Aquifer Recharge Injection System has been selected as the water handling component for a proof of concept project to enhance the public water supply~~ in ~~the Southwestern United States. The project team includes~~Australia, ~~among others~~China, aIndonesia ~~major university~~ and aGermany, USeffective ~~Federal~~April ~~Agency~~2011. The project involves the collection and re-injection of a combined solution of treated brine water and drinking water into existing drinking water aquifers to enhance and preserve the public drinking water supply for future use. To date, ~~none~~we ~~of these proposals~~ have ~~been~~not ~~accepted~~realized byany ~~the~~sales ~~CBM~~through ~~operators~~WellDog.

~~Big~~Fulfillment ~~Cat recently concluded discussions with a service provider in Australia to evaluate the use~~ of the ~~ARID~~above ~~System~~opportunities ~~for~~and ~~handling~~new ~~Coal~~business ~~Seam~~may ~~Natural~~require ~~Gas~~additional ~~produced~~working ~~water in Australia prior to major CSNG development in that Country~~capital. The Company ~~then~~is ~~executed~~currently aexploring ~~Distribution~~potential ~~Agreement~~financing ~~in December~~options, ~~2010~~including ~~with~~private ~~the~~placement ~~service~~and ~~provider~~debt ~~for~~opportunities, ~~exclusive~~to ~~distribution~~provide offor the ~~ARID technology in Australia and the Far East. The~~ Company’s ~~has~~potential ~~not~~future ~~received~~cash ~~any~~flow ~~orders under this agreement, to date~~requirements.

If final contracts are achieved for one or more of these projects, fulfillment of the above proposals and new business opportunities may require additional working capital. The Company is currently exploring potential financing options, including private placement and debt opportunities, to provide for the Company’s potential future cash flow requirements.

Patents and Trademarks

Patent Status:

In the United States Big Cat has two pending regular patent applications before the United States Patent Office (“USPTO”). The first application claims the use of a single device for water handling in a well bore and the second application claims the use of multiple devices for water handling in a well bore. We have not yet received the first office action on the first application. WeIn ~~would~~the ~~expect~~second topatent ~~receive~~application, ~~the~~we have received a first office ~~action~~actions ~~within~~and ~~the~~our ~~next~~response ~~couple~~has ofovercome ~~months. In~~ the ~~second~~initial ~~patent~~concerns ~~application,~~cited weby the USPTO. We have also received a ~~third~~second action on the merits and have submitted our response.

In Europe, Big Cat has one pending regular patent application. We have received and responded to the ~~second~~first office action in that matter and the second action from the European Patent Office.

In Canada, Big Cat has ~~one~~received ~~pending~~allowance ~~regular~~of its patent ~~application~~applications. We ~~have~~The ~~received~~Company ~~the~~has ~~second~~made ~~office~~payment ~~action~~of inthe ~~that~~issuance ~~matter and have responded to that action~~fee.

In Australia, Big Cat has one pending regular patent application. We have demanded normal examination of the application and should shortly receive a first action on the merits.

Trademark Status:

In the United States, the Certification of Registration for the ARID mark was issued on January 12, 2010 and will remain in effect for 10 years.

Also, in the United States, the word mark BIG CAT and the BIG CAT ENERGY CORP design marks have been opposed by Caterpillar Inc. on grounds of likelihood of confusion with and dilution of Caterpillar’s CAT mark. The opposition proceeding is in the tail end of the discovery phase at present. We have moved the Trademark Trial and Appeals Board to strike the expert witness of Caterpillar and wait on that decision. The proceeding is stayed until that decision is rendered. 15

Also, in the United States, the word mark BIG CAT and the BIG CAT ENERGY CORP. and Design marks have been opposed by Caterpillar Inc. on grounds of likelihood of confusion with and dilution of Caterpillar’s CAT mark. The opposition proceeding is in the discovery phase at present. Once sufficient discovery has taken place so that the parties can better assess the matter, we will determine whether settlement is an option.

Results of Operations

Three Months Ended ~~January~~July 31, 2011 Compared to Three Months Ended ~~January~~July 31, 2010

We reported a net loss for the three months ended ~~January~~July 31, 2011 of $~~585~~367,~~022~~517 compared with a net loss of $~~248~~218,~~834~~449 ~~for~~during the ~~same~~three ~~period~~months inended July 31, 2010. The net loss for the three months ended ~~January~~July 31, 2011, included ~~$450,957~~a ~~attributable to~~ non-cash ~~consideration~~valuation ~~related~~loss toon ~~the~~marketable ~~issuance~~securities of ~~stock options~~$167,009. ~~restricted~~The ~~common~~net ~~stock~~loss ~~and~~for ~~warrants~~the tothree ~~officers,~~months ~~BOD~~ended ~~members,~~July ~~employees and vendors compared to $26~~31,~~141~~ ~~for the same period in~~ 2010 ~~which also~~ included ~~warrants~~$14,350 attributable to ~~a consultant. The Company also recorded a~~ non-cash ~~expense~~consideration ofrelated ~~$276,758~~to ~~for~~ the ~~difference~~issuance ~~between the fair value~~ of stock ~~issued~~options ~~in lieu of payment~~ to ~~employees and vendors and the liabilities relieved in the three months ended January 31, 2011, compared to no expense in the same period of 2010~~management.

We recorded personnel costs of $~~489~~82,~~106~~864 during the three month period ended ~~January~~July 31, 2011, as compared to $~~126~~112,~~572~~688 during the same period in 2010. WeThe ~~recorded~~decrease awas ~~stock~~due ~~based compensation charge for stock options, restricted common stock and warrants issued~~ to ~~management~~a ofreduction ~~$137,957~~in ~~for~~salaries ~~the~~effective ~~three month period ended January 31~~April1, 2011~~, compared with $26,141 for the same period in 2010~~. ~~During~~As ~~the~~noted ~~three months ended January 31~~above, ~~2011~~ we recorded ~~non-cash~~a ~~salary expense of $235,709 for~~ stock ~~issued~~based incompensation ~~lieu~~charge of ~~payment of these salaries compared to~~ $014,350 for the ~~same~~three month period inended July 31, 2010.

We incurred professional fees of $247,~~585~~015 during the three month period ended ~~January~~July 31, 2011, as compared to $5854,~~825~~979 during the same period in 2010. ~~Most~~The ofdecrease ~~the~~was ~~professional~~due ~~fees related~~ to the ~~cost~~cancellation of ~~SEC matters and filings and~~ a ~~non-cash~~consulting ~~charge~~agreement ~~for~~with ~~the~~Wharton ~~three~~Consulting. ~~months~~Professional ~~ended~~fees ~~January~~include ~~31,~~legal ~~2010~~and ofaccounting ~~$17,000~~fees incurred for ~~warrants~~regulatory ~~issued to a consultant~~filings.

We incurred selling ~~expense~~costs of $~~106~~56,~~947~~039 for the three ~~month~~months ~~period~~ ended ~~January~~July 31, 2011 ~~compared to $62~~,~~342~~ ~~for~~as ~~the same period in 2010. We recorded stock based compensation of $47,909 for warrants issued to employees for the three month period ended January 31, 2011,~~ compared to $057,831 for the same period in 2010.

Our other general and administrative costs were $129,~~892~~832 during the three month period ended ~~January~~July 31, 2011, as compared to $2615,~~121~~392 during the same period in 2010. The major component of other general and administrative costs is insurance expense in both years and travel and entertainment in the period ended July 31, 2010.

For the three months ended January 31, 2011, we recorded an expense of $11,667 for the difference in fair value of stock issued in lieu of payment and the liabilities relieved.

Nine months ended January 31, 2011 Compared to Nine months ended January 31, 2010

We reported a net loss for the nine months ended January 31, 2011 of $961,436 compared with a net loss of $823,744 for the same period in 2010. The net loss for the nine months ended January 31, 2011 included $605,206 attributable to non-cash consideration related to the issuance of stock options, restricted common stock and warrants to management compared to $107,215, which also include warrants issued to a consultant.

We recorded personnel costs of $706,879 during the nine month period ended January 31, 2011, as compared to $426,246 during the same period in 2010. We recorded a stock based compensation charge for options, restricted common stock and warrants issued to officers, BOD members and employees of $214,566 for the nine month period ended January 31, 2011, compared to $90,215 for the same period in 2010. During the nine months ended January 31, 2011 we recorded non-cash salary expense of $390,640 for stock issued in lieu of payment of these salaries.

We incurred professional fees of $116,646 during the nine month period ended January 31, 2011 as compared to $181,893 during the same period 2010. Most of the professional fees related to the cost of required SEC filings and a non-cash charge of $17,000, for the nine months ended January 31, 2010, for warrants issued to a consultant.

We incurred selling expense of $219,738 for the nine month period ended January 31, 2011 compared to $196,382 for the same period in 2010. We recorded stock based compensation of $47,909 for warrants issued to employees for the nine month period ended January 31, 2011, compared to $0 for the same period in 2010

Our general and administrative costs were $45,327 during the nine month period ended January 31, 2011, as compared to $86,789 during the same period in 2010. The major component of other general and administrative expense is insurance.

We received litigation proceeds of $30,000 during the nine month period ended January 31, 2011, that has been recorded per ASC 450. For the nine months ended January 31, 2011, we recorded an expense of $11,667 for the difference in fair value of stock issued in lieu of payment and the liabilities relieved.

Liquidity and Capital Resources

As of ~~January~~July 31, 2011, we had a working capital deficit of $~~625~~116,~~921,~~159; ~~and it is uncertain whether we will be able to fund further operations. Therefore~~therefore, we ~~are~~may ~~seeking~~seek additional sources of capital for the coming year.

Cash used in operating activities was $~~356~~90,~~841~~758 for the ~~nine~~three months ended ~~January~~July 31, 2011, compared to cash used in operating activities of $~~358~~168,~~082~~137 for the ~~nine~~three months ended ~~January~~July 31, 2010. InFor the ~~nine~~three ~~month~~months ~~period~~ ended ~~January~~July 31, 2011, cash used byin operations ~~was~~is ~~principally~~primarily ~~attributed~~from to our ~~net~~operating loss offset by ~~our~~a non-cash ~~compensation~~valuation ~~expense~~loss ofon ~~$605,206,~~marketable ~~and~~securities ~~non-cash stock issued in lieu~~ of ~~payment of~~ $16167,~~667~~009. InFor the ~~nine~~three ~~month~~months ~~period~~ ended ~~January~~July 31, 2010, cash used byin operations was principally ~~attributed~~from to our net loss offset by ~~our~~ non-cash compensation expense of $~~107~~14,~~215~~350 and ~~the~~stock ~~change~~ in ~~our~~lieu ~~trading~~of ~~securities~~payments of $~~356~~18,~~487~~167.

Cash flows ~~used~~provided inby investing activities were $10110,~~416~~363 for the ~~nine~~three months ended ~~January~~July 31, 2011, ~~and~~primarily from the sale of marketable securities compared to cash used in investing activities of $2011,~~000~~139 for the ~~nine~~three months ended ~~January~~July 31, 2010.

1916

~~Cash~~There were no cash flows from financing activities ~~were $200,000~~ for the ~~nine~~three months ended ~~January~~July 31, 2011 ~~compared to $500,000 for the nine months ended January 31, 2010. Cash from financing was from the private placement of our stock in the period ending January 31, 2011~~ and 2010.

During the ~~nine~~three months ended ~~January~~July 31, ~~2011~~2010, the Company issued 363,334 shares of restricted common stock to non-officer employees in lieu of payment of $3218,~~700~~167 in salary. The Company also completed a private placement of 20,000,000 restricted shares of Big Cat common stock at $0.03 per share and warrants to purchase an additional 10,000,000 restricted shares of Big Cat common stock exercisable at $0.15 per share. The warrants have a five year term from date of issue. The Company received proceeds of $717,426 in the private placement consisting of $200,000 cash and High Plains Gas Inc. restricted common stock valued at $517,426. The Company issued 3,746,069 shares of restricted common stock at $0.10 per share and warrants to purchase an additional 1,873,033 shares exercisable at $0.15 to officers, employees and a vendor in lieu of payment of salary and vendor obligations. The warrants have a five year term from date of issue. The Company recognized a non-cash expense of $11,667 for the difference between the fair value of the stock issued and the vendor liabilities relieved of $5,000. The Company recognized non-cash salary expense of $357,940 for the difference between the fair value of the stock issued and the accrued salaries relieved.

~~During~~There ~~the~~were ~~nine~~no ~~months~~financing ~~ended~~transactions ~~January~~for ~~31, 2010,~~ the ~~Company~~three ~~completed~~months aended ~~private~~July ~~placement of 10~~31,~~000,000~~ ~~units~~2011 for $500,000 ($.05 per unit), each unit consisting of one restricted share of its common stock and one warrant to purchase one half restricted share of its common stock each exercisable for $.075. Warrants must exercised on or ~~before July 28, 2012~~2010.

Financial Instruments and Other Information

As of ~~January~~July 31, 2011 and April 30, 2011, we had cash and cash equivalents, accounts ~~receivable, securities available for sale, accounts~~ payable and accrued liabilities, which are each carried at approximate fair value due to the short maturity date of those instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Critical Accounting Polices and Estimates

Use of Estimates in the Preparation of Financial Statements

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of ~~any oil and gas reserves,~~ assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various assumptions it believes to be reasonable under the circumstances. ~~Although~~Actual ~~actual~~ results may differ from these estimates under different assumptions or conditions~~, the Company believes that its estimates are reasonable~~.

Equity Based Compensation

On January 1, 2006, we adopted ASC 718, Compensation-Stock Compensation, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options based on estimated fair value.

ASC 718 requires companies to estimate the fair value of share-based payment awards on the date of the grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our statement of operations. Prior to the adoption of ASC 718, we had no stock-based compensation awarded to employees and directors.

Intangible Assets

We evaluate intangibles, at a minimum, on an annual basis and whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. Impairment of intangibles is tested by comparing the carrying amount to the fair value, which is estimated using discounted projected cash flows.

Recent Pronouncements

We have reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of our operations.

Off-Balance Sheet Arrangements

From time-to-time, we may enter into off-balance sheet arrangements and transactions that can give rise to off-balance sheet obligations. As of ~~January~~July 31, 2011 and April 30, ~~2010~~2011, there were no off –balance sheet arrangements.

ITEM 4T. CONTROLS AND PROCEDURES

~~The~~EVALUATION ~~Company’s~~OF ~~Chief~~DISCLOSURE ~~Executive~~CONTROLS ~~Officer~~AND and the Principal Financial Officer evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of January 31, 2011. Based on this evaluation, the Chief Executive Officer and Principal Financial Officer concluded that, as of January 31, 2011 the Company’s disclosure controls and procedures are effective.PROCEDURES

~~There~~Based ~~were~~on noan ~~changes~~evaluation inrequired by paragraph (b) of §240.13a–15 of the ~~Company’~~effectiveness of the registrant's ~~internal~~disclosure ~~control~~controls ~~over~~and ~~financial~~procedures ~~reporting~~(as ~~during~~defined in §240.13a–15(e)), the ~~quarter~~Company’s ~~ended~~principal ~~January~~executive ~~31,~~officer ~~2011,~~and ~~that~~principal ~~have~~financial ~~materially~~officer ~~affected~~concluded that, oras ~~are~~of ~~reasonably~~July ~~likely~~31, to2011 ~~materially~~and April ~~affect~~30, ~~the~~2011, ~~Company’s~~its ~~internal~~disclosure controls ~~over~~and ~~financial~~procedures ~~reporting~~are not effective as described below.

21MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934. The framework used by management to evaluate the effectiveness of the registrant's internal control over financial reporting as required by paragraph (c) of §240.13a–15 is the COSO Internal Control – Integrated Framework. Based on management’s assessment, management concluded that the Company internal control over financial reporting is not effective as of July 31, 2011 April 30, 2011 due to the existence of significant deficiencies constituting a material weakness, as described below.

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report is not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.

LIMITATIONS ON EFFECTIVENESS OF CONTROLS

Our Principal Executive Officer and Principal Financial Officer do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additional controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

MATERIAL WEAKNESS IDENTIFIED

A material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with the preparation of our financial statements for the year ended April 30, 2011 and period ended July 31, 2011, certain significant deficiencies in internal control became evident to management that represent a material weakness. The Company has experienced an increasing complexity in its transactions and this complexity resulted in significant adjustments to the accounting records underlying the financial statements. Management corrected all misstatements prior to the release of the Company’s financial statements.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There were no changes in the Company’s internal control over financial reporting that materially affected, or were reasonably likely to materially affect, the Company’s internal control over financial reporting during the quarter ended July 31, 2011.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings In the United States, the word mark BIG CAT and the BIG CAT ENERGY CORP design marks have been opposed by Caterpillar Inc. on grounds of likelihood of confusion with and dilution of Caterpillar’s CAT mark. The opposition proceeding is in the tail end of the discovery phase at present. We have moved the Trademark Trial and Appeals Board to strike the expert witness of Caterpillar and wait on that decision. The proceeding is stayed until that decision is rendered.None

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds During the quarter ended January 31, 2011, the Company issued 363,334 shares of restricted common stock to non-officer employees in lieu of payment of $32,700 in salary. The Company also completed a private placement of 20,000,000 restricted shares of Big Cat common stock at $0.03 per share and warrants to purchase an additional 10,000,000 restricted shares of Big Cat common stock exercisable at $0.15 per share. The warrants have a five year term from date of issue. The Company received proceeds of $717,426 in the private placement consisting of $200,000 cash and High Plains Gas Inc. restricted common stock valued at $517,426. In a third transaction, during the quarter, the Company issued 3,746,069 shares of restricted common stock at $0.10 per share and warrants to purchase an additional 1,873,033 shares exercisable at $0.15 to officers, employees and a vendor in lieu of payment of debt obligations. The warrants have a five year term from date of issue. The foregoing shares were issued in reliance on exemptions from registration found in Section 4(2) and/or Regulation D under the Securities Act of 1933.None

ITEM 3. Default Upon Senior Securities None

ITEM 4. Submission of Matters to a Vote of Security Holders None

ITEM 5. Other Information None

ITEM 6. EXHIBITS.

Exhibits	Document Description
31.1	Section 302 Certification of Principal Executive Officer.
31.2	Section 302 Certification of Principal Financial Officer.
32.1	Section 906 Certification of Chief Executive Officer.
32.2	Section 906 Certification of Chief Financial Officer.

2220

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities and Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this ~~11th~~14th day of ~~March~~September, 2011.

	BIG CAT ENERGY CORPORATION

	BY:	/s/ Timothy Barritt
		Timothy Barritt, President and Principal Executive Officer

	BY:	/s/ Richard G. Stifel
		Richard G. Stifel, Principal Accounting Officer and Principal Financial Officer

2321

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