UNITED ~~STATES~~ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: November 30, 2008 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 000-52959 Sterling Oil & Gas Company (Exact name of small business issuer as specified in its charter)STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: May 31, 2009

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

For the transition period from to

Commission file number: 000-52959

Sterling Oil & Gas Company

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

Nevada	20-8999059
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

121 W. Merino St. ~~Upton, WY 82730 (Address of principal executive offices) (307) 468-9368 (Issuer’s telephone number)~~

~~Check~~PO Box 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 þ No¨500

Upton , WY 82730

(Address of principal executive offices)

(307) 468-9368

(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 [√] No [ ]

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 þSmaller reporting company~~

~~Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b~~[ ] Non-2accelerated filer [√] Smaller ofreporting ~~the Exchange Act).Yes¨ No þ~~company

~~State~~Indicate ~~the~~by ~~number~~check ofmark ~~shares~~whether ~~outstanding of each of~~ the registrant ~~issuer’s~~is ~~classes~~a ofshell ~~common~~company ~~equity,~~ (as ofdefined ~~the~~in ~~latest~~Rule ~~practicable~~12b-2 ~~date: 15,925,000 shares~~ of ~~common~~the ~~stock, $~~Exchange Act).~~00001 par value and 0 shares of preferred stock, $.00001 par value as of January 9, 2009~~

1Yes [ ] No [√]

STERLING OIL & GAS COMPANY
INDEX
			Page
PART 1.	FINANCIAL INFORMATION
	ITEM 1.	FINANCIAL STATEMENTS
		Condensed Balance Sheets as of November 30, 2008 (Unaudited) and February
		29, 2008	3
		Condensed Statements of Operations for the three months ended November 30,
		2008and 2007 and for the nine months ended November 30, 2008 and Inception
		(May 1, 2007) through November 30, 2007 and for the cumulative period from
		Inception (May 1, 2007) through November 30, 2008(Unaudited)	4
		Condensed Statements of Cash Flows for the nine months ended November 30,
		2008 and Inception (May 1, 2007) through November 30, 2007, and for the
		cumulative period from May 1, 2007 (inception) through November 30, 2008	5
		(Unaudited)
		Condensed Statement of Shareholders’ Equity for the nine months ended
		November 30, 2008 and the cumulative period from inception (May 1, 2007) to
		November 30, 2008 (Unaudited)	6
		Notes to Unaudited Financial Statements	7
	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of
		Operations	14
	ITEM 4T. CONTROLS AND PROCEDURES		19
PART II.	OTHER INFORMATION		20
	ITEM 1.	Legal Proceedings	20
	ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
	ITEM 3.	Default Upon Senior Securities	20
	ITEM 4.	Submission of Matters to a Vote of Security Holders	20
	ITEM 5.	Other Information	20
	ITEM 6.	EXHIBITS	20
	SIGNATURES		21

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 15,925,000 shares of common stock, $.00001 par value and 0 shares of preferred stock, $.00001 par value as of July 15, 2009.

STERLING OIL & GAS COMPANY

INDEX

			Page

PART 1.	FINANCIAL INFORMATION

	ITEM 1.	FINANCIAL STATEMENTS

		Condensed Balance Sheets as of May 31, 2009 (Unaudited) and February 28, 2009	3

		Condensed Statements of Operations for the three months ended May 31, 2009 and 2008 and from Inception (May 1, 2007) through May 31, 2009 (Unaudited)	4

		Condensed Statements of Cash Flows for the three months ended May 31, 2009 and 2008 and from Inception (May 1, 2007) through May 31, 2009 (Unaudited)	5

		Condensed Statement of Shareholders’ Equity for the three months ended May 31, 2009 and the cumulative period from Inception (May 1, 2007) to May 31, 2009 (Unaudited)	6

		Notes to Unaudited Condensed Financial Statements	7

	ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13

	ITEM 4T.	CONTROLS AND PROCEDURES	16

PART II.	OTHER INFORMATION

	ITEM 1.	LEGAL PROCEEDINGS	16

	ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	16

	ITEM 3.	DEFAULT UPON SENIOR SECURITIES	17

	ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	17

	ITEM 5.	OTHER INFORMATION	17

	ITEM 6.	EXHIBITS	17

	SIGNATURES		18

ITEM 1. FINANCIAL STATEMENTS.
Sterling Oil & Gas Company
(An Exploration Stage Company)
Condensed Balance Sheets
			November 30,		February 29, 2008
			2008
	Assets		(Unaudited)
Current assets:
Cash and cash equivalents		$	103,859	$	6,426
Marketable securities			2,867		285,666
	Total current assets		106,726		292,092
Oil and Gas Properties-Unevaluated Properties, full cost method (less $55,000 and $571,000
impairment respectively)			1,107,125		1,071,322
Total Assets		$	1,213,851	$	1,363,414
	Liabilities and Shareholders’ Equity
Accounts payable		$	14,696	$	29,493
Commitment and Contingencies (Notes 2 and 8)
Shareholders’ equity:
Preferred stock, $.00001 par value; 100,000,000 shares authorized, 0 shares
issued and outstanding			--		--
Common stock, $.00001 par value; 100,000,000 shares authorized,
15,925,000 and 15,000,000 shares issued and outstanding
at November 30, 2008 and February 29, 2008, respectively			159		150
Additional paid-in capital			2,263,982		2,074,091
Deficit accumulated during development stage			(1,064,986)		(740,320)
	Total shareholders’ equity		1,199,155		1,333,921
Total Liabilities and Shareholders’ Equity		$	1,213,851	$	1,363,414
See accompanying notes to condensed financial statements.
3

ITEM 1.

FINANCIAL STATEMENTS.

Sterling Oil & Gas Company
(An Exploration Stage Company)
Condensed Statements of Operations
Condensed Balance Sheets
(Unaudited)
							May 31, 2009		February 28, 2009
		For the Three Months					For the Nine months ended					May 1, 2007
Assets							(Unaudited)
		ended November 30,					November 30,2008 and					(Inception)
Current assets:
							Inception (May 1, 2007)					Through
Cash and cash equivalents						$	228,945	$	66,321
							through November 30, 2007					November 30,
					Total current assets		228,945		66,321
		2008		2007			2008			2007		2008
Oil and Gas Properties-Unevaluated Properties, full cost method (less $405,745 and $483,855 impairment, respectively)							531,571		713,619
Revenues	$	--	$	--		$	--		$	--	$	--
Total Assets						$	760,516	$	779,940
Costs and expenses
Liabilities and Shareholders’ Equity
Personnel costs		--		--			175,602			--		214,727
Accounts payable						$	12,042	$	2,585
Professional fees		27,754		35,808			135,942			48,608		180,020
Commitment and Contingencies (Notes 2 and 8)
Impairment expense				--			--			--		571,000
Shareholders’ equity:
Other general and
Preferred stock, $.00001 par value; 100,000,000 shares authorized, 0 shares
administrative		1,731		2,615			15,895			9,016		107,877
issued and outstanding							--		--
Operating loss		(29,485)		(38,423)			(327,439)			(57,624)		(1,073,624)
Common stock, $.00001 par value; 100,000,000 shares authorized,
Other income (expense)
	15,925,000 shares issued and outstanding
Interest income		108		1,446			2,773			2,546		8,638
	at May 31, 2009 and February 28, 2009, respectively.						159		159
Net loss	$	(29,377)	$	(36,977)		$	(324,666)		$	(55,078)	$	(1,064,986)
Additional paid-in capital							2,279,832		2,267,782
Basic and diluted loss per share	$	(0.00)	$	(0.00)		$	(0.02)		$	(0.00)
Deficit accumulated during development stage							(1,531,517)		(1,490,586)
Weighted average common
					Total shareholders’ equity		748,474		777,355
shares outstanding, basic and
Total Liabilities and Shareholders’ Equity						$	760,516	$	779,940
diluted		15,549,176		14,780,220			15,205,364			13,271,127

See accompanying notes to condensed financial statements.

Sterling Oil & Gas Company
(An Exploration Stage Company)
Condensed Statements of Operations
(Unaudited)


								From Inception
								(May 1, 2007)
								through
				For the Three Months ended May 31,				May 31,
				2009		2008		2009
Revenues			$	--	$	--	$	--

Costs and expenses:
	Personnel costs			7,552		106,060		249,030
	Professional fees			32,627		40,300		261,510
	Impairment expense			--		--		999,855
	Other general and administrative expenses			866		12,496		29,950

		Operating Loss		(41,045)		(158,856)		(1,540,345)

Other Income (Expense)
Interest income				114		2,100		8,828
Net Loss			$	(40,931)	$	(156,756)	$	(1,531,517)

Basic and diluted loss per share				(0.00)		(0.01)

Weighted average common shares outstanding				15,925,000		15,000,000

See accompanying notes to condensed financial statements.

Sterling Oil & Gas Company
(An Exploration Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
				~~From~~		~~From~~						From
				~~Inception~~		~~Inception~~						Inception
		For the Nine		(May 1, 2007)		(May 1, 2007)
								For the Three		For the Three		(May 1, 2007)
		months ended		through		through
								Months ended		Months ended		through
		November 30,		November 30,		November 30,
								May 31,		May 31,		May 31,
		2008		2007		2008
								2009		2008		2009
Cash Flows From Operating Activities:
Net Loss	$	~~(324,666)~~	$	~~(55,078)~~	$	~~(1,064,986)~~	$	(40,931)	$	(156,756)	$	(1,531,517)
Adjustments to reconcile net loss to net cash used by
Adjustments to reconcile net loss to net cash used by operating activities:
operating activities:
Contributed services								12,050		--		51,550
Contributed services		4,900		25,300		35,700
Impairment expense								--		--		999,855
Impairment expense		--		--		571,000
Changes in operating assets and liabilities:
Changes in operating assets and liabilities:
Trading securities								--		150,422		--
Trading securities		282,799		--		(2,867)
Accounts payable								9,457		8,518		12,042
Accounts payable		(14,797)		24,301		14,696
					Net cash(used in), provided by
Net cash (used in)
						operating activities		(19,424)		2,184		(468,070)
operating activities		(51,764)		(5,477)		(446,457)
Cash flows from investing activities:
Cash flows from investing activities:
	Unevaluated oil and gas properties-purchases							(952)		(6,540)		(209,284)
Unevaluated oil and gas properties-purchases		(35,803)		(133,547)		(172,983)
	Refund of purchase deposit							--		--		80,856
Refund of purchase deposit		--		80,856		80,856
	Undeveloped oil and gas properties-sales							183,000		--		391,233
Undeveloped oil and gas properties-sales		--		22,968		208,233
					Net cash (used in), provided by
Net cash provided by (used in)
						investing activities		182,048		(6,540)		262,805
investing activities		(35,803)		(29,723)		116,106
Cash flows from financing activities:
Cash flows from financing activities:
	Proceeds from the sale of common stock							--		--		435,000
Proceeds from the sale of common stock		185,000		250,000		435,000
	Payments for offering costs							--		--		(790)
Payments for offering costs		--		(790)		(790)
					Net cash provided by
Net cash provided by
						financing activities		--		--		434,210
financing activities		185,000		249,210		434,210
					Net Increase (Decrease) in cash and
Net Increase (Decrease) in cash and
						cash equivalents		162,624		(4,356)		228,945
cash equivalents		97,433		214,010		103,859
Cash and cash equivalents:
Cash and cash equivalents:
	Beginning of period							66,321		6,426		--
Beginning of period		6,426		0		0
	End of period						$	228,945	$	2,070	$	228,945
End of period	$	103,859	$	214,010	$	103,859
	Noncash investing and financing transaction:
Noncash investing and financing transaction:
	Transfer of oil and gas properties from Big Cat						$	--	$	--	$	1,794,231
Transfer of oil and gas properties from Big Cat	$	--	$	1,794,231	$	1,794,231

See accompanying notes to condensed financial statements.

Sterling Oil & Gas Company
(An Exploration Stage Company)
Condensed Statement of Shareholder Equity
Condensed Statement of Shareholder’s Equity
(Unaudited)
							Deficit
										DEFICIT
							Incurred
										INCURRED
	Common Stock				Additional		During
	COMMON STOCK						ADDITIONAL			DURING
			Par value		Paid-in		Exploration
				PAR VALUE			PAID-IN			EXPLORATION
	Shares		$.00001		Capital		Stage		Total
	SHARES			$.00001			CAPITAL			STAGE		TOTAL
Balance, at Inception (May 1, 2007)	--	$	--	$	--	$	--	$	--
Balance, at Inception (May 1, 2007)	--		$	--		$	--		$	--	$	--
Stock issued for properties transferred from Big Cat at inception, 5/1/2007, $0.1794 per share	10,000,000		100		1,794,131		–		1,794,231
Stock issued for properties transferred
Private placement June 2007, $0.05 per share	5,000,000		50		249,950		–		250,000
from Big Cat at inception, 5/1/2007,
Other-contributed services	–		–		30,800		–		30,800
$0.1794 per share	10,000,000			100			1,794,131			–		1,794,231
Other costs-issuance fees					(790)				(790)
Private placement June 2007, $0.05 per
Net loss	–		–		–		(740,320)		(740,320)
share	5,000,000			50			249,950			–		250,000
Balance, February 29, 2008	15,000,000		150		2,074,091		(740,320)		1,333,921
Other-contributed services	–			–			30,800			–		30,800
Public offering August 2008, $0.20 per share	325,000		3		64,997		–		65,000
Other costs-issuance fees							(790)					(790)
Public offering October 2008, $0.20 per share	600,000		6		119,994		--		120,000
Net loss	–			–			–			(740,320)		(740,320)
Other-contributed services	--		--		8,700		--		8,700
Balance, February 29, 2008	15,000,000			150			2,074,091			(740,320)		1,333,921
Net loss	–		–		–		(750,266)		(750,266)
Public offering August 2008, $0.20 per
Balance, February 28, 2009	15,925,000		159		2,267,782		(1,490,586)		777,355
share	325,000			3			64,997			–		65,000
Other-contributed services	--		--		12,050		--		12,050
Public offering October 2008, $0.20 per
Net loss	--		--		--		(40,931)		(40,931)
share	600,000			6			119,994			--		120,000
Balance, May 31, 2009 (Unaudited)	15,925,000	$	159	$	2,279,832	$	(1,531,517)	$	748,474
Other-contributed services	--			--			4,900			--		4,900
Net loss-nine months ended November
30, 2008	–			–			–			(324,666)		(324,666)
Balance, November 30, 2008	15,925,000		$	159		$	2,263,982		$	(1,064,986)	$	1,199,155
See accompanying notes to condensed financial statements.

See accompanying notes to condensed financial statements.

1.	PRESENTATION, ORGANIZATION AND NATURE OF OPERATIONS:
	Presentation
	The accompanying unaudited financial statements of Sterling Oil & Gas Company (the “Company”) at November 30, 2008 and 2007 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 February 29, 2008. 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 period ended November 30, 2008 and 2007 presented are not necessarily indicative of the results to be expected for the full year. The February 29, 2008 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 February 29, 2008.
	Description of Operations
	Sterling Oil & Gas Company (“Sterling”) is an independent energy company engaged in the exploration and acquisition of natural gas and crude oil prospects in the western United States. On May 1, 2007, Big Cat Energy Corporation (“Big Cat”) formed Sterling as a wholly owned subsidiary and transferred its unevaluated oil and gas properties, consisting of various mineral leases and related costs, to Sterling in return for 10 million shares of Sterling restricted common stock. On April 2, 2008, Big Cat spun off Sterling by distributing the 10 million shares it held pro rata to the Big Cat shareholders.
	The Company is in the exploration stage in accordance with Statement of Financial Accounting Standards (‘SFAS”) No. 7. The Company has been in the exploration stage since inception and has yet to enter revenue- producing operations. Activities since its inception have primarily involved organization and development of the Company.
2.	LIQUIDITY:

1.	Presentation, Organization and Nature of Operations:

Presentation

The accompanying unaudited financial statements of Sterling Oil & Gas Company (the “Company”) at May 31, 2009 and 2008 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 February 28, 2009. 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 period ended May 31, 2009 and 2008 presented are not necessarily indicative of the results to be expected for the full year. The February 28, 2009 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 February 28, 2009.

Description of Operations

Sterling Oil & Gas Company (“Sterling”) is an independent energy company engaged in the exploration and acquisition of natural gas and crude oil prospects in the western United States. On May 1, 2007, Big Cat Energy Corporation (“Big Cat”) formed Sterling as a wholly owned subsidiary and transferred its unevaluated oil and gas properties, consisting of various mineral leases and related costs, to Sterling in return for 10 million shares of Sterling restricted common stock. On April 2, 2008, Big Cat spun off Sterling by distributing the 10 million shares it held pro rata to the Big Cat shareholders.

The Company is in the exploration stage in accordance with Statement of Financial Accounting Standards (‘SFAS”) No. 7. The Company has been in the exploration stage since inception and has yet to enter revenue-producing operations. Activities since its inception have primarily involved organization and development of the Company.

2.	Liquidity:

Going Concern

As of ~~November 30~~May 31, ~~2008~~2009, the Company had working capital of $92216,~~030~~903 and shareholders’ equity of $1748,~~199,155~~474. Sterling has relied upon outside investor funds to maintain its operations and develop its business. Sterling’s plan for continuation anticipates continued funding from investors. 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 and there is substantial doubt about the ability of the Company to continue as a going concern.

Sterling’s ability to continue as a going concern is dependent upon raising capital through debt or equity financing and ultimately by producing 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, and no adjustments have been made as a result of this uncertainty.

3. SIGNIFICANT ACCOUNTING POLICIES:

3.	Summary of Significant Accounting Policies:

Use of Estimates

The preparation of the 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 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 results may differ from these estimates under different assumptions or conditions, the Company believes that its estimates are reasonable.

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. ~~The Company may have cash in banks in excess of federally insured amounts.~~

Concentrations of Credit Risk

The Company’s cash equivalents and short-term investments are exposed to concentrations of credit risk. The Company manages and controls this risk by investing these funds with major financial institutions.

Short-Term Investments and Marketable Securities

The Company has purchased unsecured commercial paper (floating rate demand notes) of Ford Motor Credit Company, which is classified as trading securities. These securities are stated at fair value based on interest rates that approximate market rates and the short term maturity of the notes. The income earned on these investments is included in interest income in the accompanying financial statements. In accordance with Statement of Financial Accounting Standards No. 159, (SFAS No. 159), The Fair Value Option for Financial Assets and Financial Liabilities, the Company has classified all purchase and sales of these financial instruments as operating activities in the Statement of Cash Flows.

Oil and Gas Properties

The Company follows the full cost method of accounting whereby all costs related to the acquisition and exploration of oil and gas properties are capitalized into a single cost center (“full cost pool”). Such costs include lease acquisition costs, geological and geophysical expenses, overhead directly related to exploration activities and costs of drilling both productive and non-productive wells. Proceeds from property sales are generally credited to the full cost pool without gain or loss recognition unless such a sale would significantly alter the relationship between capitalized costs and the proved reserves attributable to these costs. A significant alteration would typically involve a sale of 25% or more of the proved reserves related to a single full cost pool. Generally, any such sale of unevaluated properties will also be recognized on a cost recovery basis with no gain or loss.

As of ~~November 30~~May 31, ~~2008~~2009, the Company does not have any proven oil and gas reserves and all of its properties are unevaluated. The costs of unevaluated properties will be withheld from the depletion base until such time as they are either developed or abandoned. Unevaluated properties are assessed at least annually by the Company for impairment. Impairment is estimated by the Company by applying factors based on historical experience and other data such as primary lease terms of the properties, average holding periods of unproved properties, and geographic and geologic data of groupings of individually insignificant properties and projects. Therefore, any impairment of said unevaluated properties would result in an expense to the Company.

8During the year ended February 28, 2009, the Company reviewed its oil and gas leaseholds and based on the sale of its interest in Cedar Resources and additional information, the Company recorded an impairment of $428,855 on its leasehold interests.

After completion of the Company’s 2008 impairment assessment, the Company determined that some of its holdings in Montana, primarily in Rosebud and Custer Counties, are subject to impairment. As a result the Company recorded a non-cash impairment expense of $571,000 for the year ending February 29 2008.

During the nine months ended November 30, 2008, the Company completed an impairment review of its oil and gas leaseholds and elected not to pay delay rentals on leases in Rosebud and Custer counties of Montana and therefore abandoned the leases. The effect of the abandonment of these leases was a reduction in our net mineral acreage of 54,614.29 to 22,511.094. The Company wrote off $516,000 against its impairment reserve to reflect the reduction in acreage. The Company has determined that the remaining leaseholds are appropriately valued in the financial statements.

Depletion of exploration and development costs and depreciation of production equipment is computed using the units of production method based upon estimated proved oil and gas reserves. Total well costs, if and when drilled, will be transferred to the depletable pool even when multiple targeted zones have not been fully evaluated. For depletion and depreciation purposes, relative volumes of oil and gas production and reserves are converted at the energy equivalent rate of six thousand cubic feet of natural gas to one barrel of crude oil.

Under the full cost method of accounting, capitalized oil and gas property costs, less accumulated depletion and net of deferred income taxes (full cost pool), may not exceed an amount equal to the present value, discounted at 10%, of estimated future net revenues from proved oil and gas reserves less the future cash outflows associated with the asset retirement obligations that have been accrued in the balance sheet plus the cost, or estimated fair value, if lower of unproved properties and the costs of any properties not being amortized. Should the full cost pool exceed this ceiling, an impairment is recognized. The present value of estimated future net revenues is computed by applying current oil and gas prices to estimated future production of proved oil and gas reserves as of period end, less estimated future expenditures to be incurred in developing and producing the proved reserves assuming the continuation of existing economic conditions. However, subsequent commodity price increases may be utilized to reduce or eliminate any impairment.

The unevaluated oil and gas properties were initially recorded at the historical cost basis, based on cash paid by Big Cat.

Asset Retirement Obligations

The Company will follow the provisions of SFAS No. 143, Accounting for Asset Retirement (ARO) Obligations at such time it acquires or drills oil and gas wells. The estimated fair value of the future costs associated with dismantlement, abandonment and restoration of oil and gas properties will be recorded when incurred, generally upon acquisition or completion of a well. The net estimated costs will be discounted to present values using a risk adjusted rate over the estimated economic life of the oil and gas properties. Such costs will be capitalized as part of the related asset. The asset will be depleted on the units-of-production method on a field-by-field basis. The associated liability will be classified in other long-term liabilities in the accompanying balance sheets. The liability will be periodically adjusted to reflect (1) new liabilities incurred, (2) liabilities settled during the period, (3) accretion expense, and (4) revisions to estimated future cash flow requirements. The accretion expense will be recorded as a component of depreciation, depletion and amortization expense in the accompanying statements of operations. As of ~~November~~May 3031, ~~2008~~2009, the Company has no ARO obligation.

Income Taxes

~~The~~Income taxes ~~Company~~are ~~uses~~accounted ~~the~~for ~~asset~~by ~~and~~recognizing ~~liability method of accounting for~~ deferred ~~taxes.~~income ~~Deferred~~ tax assets and liabilities ~~are~~for ~~determined~~the expected future income tax consequences, based on ~~the~~enacted tax laws, of temporary differences between the financial ~~statement~~reporting and ~~the~~ tax basis of ~~the~~ assets, liabilities and ~~liabilities~~carryforwards. Deferred tax assets ~~or liabilities at the end of each period~~ are ~~determined~~recognized ~~using~~ for the ~~tax~~expected ~~rate~~future ineffects ~~effect~~of atall ~~that~~deductible ~~time.~~temporary ~~The~~differences, ~~Company~~loss carryforwards ~~adopted~~and ~~FASB~~tax ~~Interpretation~~credit Nocarryforwards. 48Deferred ~~(FIN~~tax ~~48),~~assets ~~Accounting~~are ~~for Uncertainty in Income Taxes~~then reduced, ~~effective~~if ~~May~~deemed 1necessary, ~~2008.~~by ~~FIN~~a 48valuation ~~requires~~allowance ~~that~~for ~~amounts recognized in~~ the ~~balance~~amount ~~sheet~~of ~~related~~any ~~to uncertain~~ tax benefit ~~positions~~which, bemore ~~classified~~likely asthan ~~current or noncurrent liability~~not, ~~based~~are ~~upon~~not ~~the~~ expected to be realized.

9On March 1, 2008 we adopted Financial Accounting Standards Board (FASB) Interpretation No.48, Accounting for Uncertainty in Income Taxes -- An Interpretation of FASB Statement No. 109, or FIN 48. FIN 48 provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements in accordance with SFAS No.109. Tax positions must meet a "more-likely-than-not" recognition threshold at the effective date to be recognized upon the adoption of FIN 48 and in subsequent periods. We have identified no significant uncertain tax positions as of May 31, 2009. The cumulative effect of adopting FIN 48 has resulted in no FIN 48 liability on the balance sheet. The total amount of unrecognized tax benefits as of the date of adoption was zero.

~~timing~~We recognize ofinterest ~~the~~and ~~payment~~penalties related to auncertain ~~taxing~~tax ~~authority~~positions in income tax expense. ~~The~~No ~~Company~~interest ~~had~~and nopenalties ~~material~~related to uncertain tax positions were accrued as of ~~November~~May 3031, ~~2008 or 2007~~2009.

Risks and Uncertainties

Historically, oil and gas prices have experienced significant fluctuations and have been particularly volatile in recent years. Price fluctuations can result from variations in weather, levels of regional or national production and demand, availability of transportation capacity to other regions of the country and various other factors. Increases or decreases in prices received could have a significant impact on future results.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable and accounts payable. The fair market value of these financial instruments approximates or is equal to the book value.

In the first quarter of fiscal year 2009, the Company adopted Statement of Financial Accounting Standard (SFAS) No. 157, “Fair Value Measurement” (SFAS No. 157) as amended by FASB Statement of Position (FSP) FAS 157-1 and FSP FAS 157-2. SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and enhances fair value measurement disclosure. FSP FAS 157-2 delays, until the first quarter of fiscal year 2010, the effective date for SFAS 157 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).

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
		Quoted Prices in	Significant Other	Significant
		Active Markets for	Observable Inputs	Unobservable Inputs
		Identical Assets		(Level 3)
Description	November 30, 2008	(Level 1)	(Level 2)
Cash and cash
equivalents	$103,859	$103,859
Trading securities	$2,867	$2,867
Total	$106,726	$106,726

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 (loss) per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding during the period. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive.

As of ~~November 30~~May 31, ~~2008~~2009 the Company had 15,925,000 shares of common stock outstanding and warrants for the purchase of 3,425,000 shares. AtAs ~~November~~of 30May 31, 2008 the Company had 15,000,000 shares of common stock outstanding and warrants for the purchase of 32,~~425~~500,000 shares. The warrants were excluded from the calculation of diluted earnings per share for both years, due to the fact that they were anti-dilutive.

Reclassifications

10Certain amounts for the period from Inception (May 1, 2007) to May 31, 2008 have been reclassified to conform to the May 31, 2009 presentation. Such reclassifications had no effect on net loss.

Certain amounts for the period May 1, 2007 (Inception) to February 29, 2008 have been reclassified to conform to the November 30, 2008 presentation. Such reclassifications had no effect on net loss.

Other Comprehensive Income

The Company does not have any material items of other comprehensive income for the three ~~nine~~ months ended ~~November~~May 3031, ~~2008~~2009 or ~~November~~May 3031, ~~2007~~2008. Therefore, total comprehensive income (loss) is the same as net income (loss) for these periods.

Recently Issued Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

In ~~May~~June 2009 ~~2008,~~ the FASB issued SFAS 167, “Amendments to FASB Interpretation No. ~~162~~46(R)”, ~~The~~the ~~Hierarchy~~Board’s ofobjective ~~Generally~~in ~~Accepted~~issuing ~~Accounting~~this ~~Principles~~Statement is to improve financial reporting by enterprises involved with variable interest entities. ~~This~~The Board ~~Statement~~undertook ~~identifies~~this project to address (1) the ~~sources~~effects on certain provisions of FASB ~~accounting~~Interpretation ~~principles~~No. ~~and~~46 ~~the~~(revised ~~framework~~December ~~for~~2003), ~~selecting~~Consolidation ~~the~~of ~~principles~~Variable toInterest Entities, beas ~~used~~a inresult of the ~~preparation~~elimination of ~~financial~~the ~~statements~~qualifying special-purpose ofentity ~~nongovernmental~~concept ~~entities~~in ~~that~~FASB ~~are~~Statement ~~presented~~No. in166, ~~conformity~~Accounting ~~with~~for ~~generally~~Transfers ~~accepted~~of Financial ~~accounting~~Assets, ~~principles~~and (~~GAAP~~2) inconstituent concerns about the ~~United~~application ~~States~~of certain key provisions of Interpretation 46(R), including those in which the accounting ~~GAAP~~and ~~hierarchy).~~disclosures Weunder the Interpretation do not ~~anticipate~~always ~~that~~provide ~~the~~timely and ~~adoption~~useful ofinformation ~~SFAS~~about ~~162~~an ~~will~~enterprise’s ~~materially~~involvement ~~impact~~in a variable interest entity. We are currently assessing the ~~Company~~potential impact, if any, on our condensed financial statements.

In ~~May 2008~~June 2009, the FASB issued SFAS ~~No.~~166, ~~163~~ “Accounting for ~~Financial~~Transfers ~~Guarantee Insurance Contracts—an interpretation~~ of Financial ~~FASB~~Assets”, ~~Statement~~the ~~No.~~Board’s ~~60.~~objective ~~This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred~~ in anissuing ~~insured~~this ~~financial obligation. This~~ Statement ~~also~~is ~~clarifies how Statement 60 applies~~ to improve ~~financial~~the ~~guarantee~~relevance, ~~insurance~~representational ~~contracts~~faithfulness, ~~including the recognition~~ and ~~measurement~~comparability toof bethe information ~~used~~that toa ~~account~~reporting ~~for~~entity ~~premium~~provides ~~revenue and claim liabilities. Those clarifications will increase comparability~~ in ~~financial~~its ~~reporting of~~ financial ~~guarantee~~statements ~~insurance contracts by insurance enterprises. This Statement requires expanded disclosures~~ about ~~financial~~a transfer ~~guarantee insurance contracts. The accounting and disclosure requirements~~ of ~~the~~financial ~~Statement~~assets; ~~will improve~~ the ~~quality~~effects of ~~information~~a ~~provided~~transfer toon ~~users~~its of financial position, ~~statements. This Statement is effective for~~ financial ~~statements issued for fiscal years beginning after December 15~~performance, ~~2008,~~ and ~~all~~cash ~~interim~~flows; ~~periods~~and ~~within~~a ~~those~~transferor’s ~~fiscal years~~continuing involvement, ~~except~~if ~~for~~any, ~~some~~in ~~disclosures~~transferred ~~about~~financial ~~the insurance enterprise’s risk-management activities~~assets. The WeBoard doundertook this ~~not~~project ~~anticipate~~to ~~the~~address ~~adoption~~(1) ofpractices ~~SFAS~~that ~~163 will~~ have ~~any~~developed ~~effect~~since on the ~~Company’s~~issuance ~~future~~of FASB ~~financial~~Statement ~~position~~No. or140, ~~results~~Accounting offor ~~operations.~~Transfers and

In September 2008 the FASB issued FSP FAS 133-1 and FIN 45-4Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161. The credit derivatives market has expanded significantly over the past few years. Financial statement users and others have expressed concerns that the current disclosure requirements for derivative instruments and certain guarantees do not adequately address the potential adverse effects of changes in credit risk on the financial position, financial performance, and cash flows of the sellers of credit derivatives and certain guarantees. This FSP amends FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, to require disclosures by sellers of credit derivatives, including credit derivatives embedded in a hybrid instrument. This FSP also amends FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, to require an additional disclosure about the current status of the payment/performance risk of a guarantee. Further, this FSP clarifies the Board’s intent about the effective date of FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities. We do not anticipate the adoption of this FSP will have a material effect on the Company’s future financial position or results of operations.10

Servicing of Financial Assets and Extinguishments of Liabilities, that are not consistent with the original intent and key requirements of that Statement and (2) concerns of financial statement users that many of the financial assets (and related obligations) that have been derecognized should continue to be reported in the financial statements of transferors. We are currently assessing the potential impact, if any, on our condensed financial statements.

In May 2009, the FASB issued SFAS 165, “ Subsequent Events” the objective of this Statement is to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this Statement sets forth: 1. the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, 2. the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and 3. the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. In accordance with this Statement, an entity should apply the requirements to interim or annual financial periods ending after June 15, 2009. We do not anticipate the adoption of of SFAS 165 will have a significant impact on our financial condition or results of operations.

4.	Oil and Gas Property Acquisitions:

During the three months ended May 31, 2009 the Company paid delay rentals on its Montana leases in the amount of $952. The Company also sold its interest in its joint venture with Cedar Resources for $183,000. The effect of this sale reduced the Company’s leasehold net mineral acres from 22,511 to 21,047.

During the three months ended May 31, 2008, the Company paid delay rentals and title work expenses on our Wyoming joint venture in the amount of $6,540.

5. Related Party Transactions:

During the three months ended May 31, 2009, certain officers of Big Cat Energy performed part time management duties for the Company. The Company did not pay cash for these services, however, the Company recorded the services at a fair market value as consulting fees and additional paid-in capital. Contributed services were $12,050 for the three months ended May 31, 2009 compared to no contributed services for the same period in 2008.

6.	Shareholders’ Equity:

There were no equity transactions during the period ended May 31, 2009 or May 31, 2008.

7.	Income Taxes:

The federal net operating loss (NOL) carryforward of approximately $1,009,000 as of May 31, 2009 begins to expire in 2028. 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.

4.We OIL AND GAS PROPERTY ACQUISITIONS: Costs directly associated with the acquisition and exploration of unevaluated properties are excluded from the full cost amortization pool, until they are evaluated. The Company acquired various unproven oil and gas leases in Montana and Wyoming from Big Cat on May 1, 2007. The unevaluated oil and gas properties were initially recorded at the historical cost basis, based on cash paid by Big Cat of $1,794,231. During the three months ended November 30, 2008, the Company did not have established ~~any expenditure for delay rentals and title work compared to $10,611 for the three months ended November 30, 2007. The Company also received~~ a ~~refund~~full ofvaluation aallowance ~~deposit~~against ~~on leaseholds of $80,856 for~~ the ~~three~~deferred ~~months~~tax ~~ended~~assets ~~November 30~~because, based ~~2007. During the nine months ended November 30, 2008, the Company completed a review of its oil and gas leaseholds and elected not to pay delay rentals~~ on ~~leases in Rosebud and Custer counties of Montana and therefore abandoned~~ the ~~leases.~~weight ~~The effect~~ of ~~abandonment~~available ofevidence ~~these~~including ~~leases was a reduction in~~ our ~~net~~continued ~~mineral acreage of 54~~operating losses,~~614.29~~ toit ~~22,511.094.~~is ~~The~~more ~~Company~~likely ~~wrote~~than ~~off~~not ~~$516,000~~that ~~against~~all ~~its impairment reserve to reflect the reduction in acreage. During the nine months ended November 30, 2008, the Company paid joint venture title work costs, and delay rentals~~ of ~~$35,803. During~~ the ~~period~~deferred ~~May~~tax 1,assets ~~2007~~will ~~(Inception)~~not be ~~to November 30, 2007, the Company sold one oil and gas leasehold interest consisting of 184 net mineral acres~~realized. Because ~~The Company received gross proceeds~~ of ~~$22,968, and retained a two percent overriding royalty interest on~~ the ~~transferred~~full ~~leasehold~~valuation ~~interest. The Company also received a refund of a deposit on leaseholds of $80~~allowance,~~856~~ ~~during~~no ~~the~~income ~~three~~tax expense ~~months~~or ~~ended~~benefit ~~November~~is ~~30,~~reflected ~~2007. The proceeds from these transactions were applied to the carrying value of the asset~~ on the ~~Company’s~~statement ~~books. During the period May1, 2007 (Inception) through November 30, 2007, the Company purchased net mineral acres, paid title work expenses and paid delayed rentals in the amount~~ of ~~$133,547~~operations. The expenses for these transactions were applied to the carrying value of the asset on the Company’s books. 5. Related Party Transactions: On May 1, 2007, Big Cat formed a subsidiary, Sterling, and transferred its unevaluated oil and gas properties, consisting of various mineral leases and related costs, in return for 10 million shares of Sterling restricted common stock. Effective April 2, 2008, Big Cat distributed the Sterling shares pro rata to Big Cat’s shareholders, including the current directors of the Company. In May 2007, Big Cat advanced $1,500 to Sterling to open Sterling’s bank accounts. This amount was repaid to Big Cat in June 2007 by Sterling. 6. SHAREHOLDERS’ EQUITY: On May 1, 2007, Big Cat formed Sterling as a wholly owned subsidiary. In connection with the organization, Big Cat transferred to Sterling its unevaluated oil and gas properties, consisting of various mineral leases and related costs, in return for 10 million shares of Sterling restricted common stock. The unevaluated oil and gas properties were initially recorded at the historical cost basis, based on cash paid by Big Cat of $1,794,231. During the nine months ended November 30, 2008 the Company sold 925,000 units for $.20 per unit, each unit consisting of one free trading share of its common stock and one warrant to purchase one share of free trading common stock exercisable at $.50 per share. The Company received proceeds of $185,000 from the sale of units. The offering was made as part of the Form S-1 Post Effective Amendment 3 which became effective on July 14, 2008. Following the above sale, the Company’s outstanding common stock increased to 15,925,000 shares.

12On March 1, 2008 we adopted FASB Interpretation No.48, Accounting for Uncertainty in Income Taxes -- An Interpretation of FASB Statement No. 109, or FIN 48. FIN 48 provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements in accordance with SFAS No.109. Tax positions must meet a "more-likely-than-not" recognition threshold at the effective date to be recognized upon the adoption of FIN 48 and in subsequent periods. We have identified no significant uncertain tax positions as of May 31, 2009. The cumulative effect of adopting FIN 48 has resulted in no FIN 48 liability on the balance sheet. The total amount of unrecognized tax benefits as of the date of adoption was zero.

~~During~~ No interest ~~the nine months ended November 30, 2007, the Company completed a private placement of 5,000,000 units of Sterling for $.05 per unit. Each unit consists of one (1) share of Sterling common stock~~ and ~~one~~penalties ~~(1)~~related ~~warrant~~to ~~for~~uncertain ~~half~~tax ~~(1/2)~~positions awere ~~share~~accrued ~~of Sterling common stock exercisable~~ at ~~$.25 per share. The Company received cash of $250~~May 31,~~000~~ ~~and recorded offering cost of $790~~2009. The Purchase Agreement for the units committed the Company to file a registration for the Sterling shares within 180 days of the date of the Purchase Agreement. The registration statement was filed in December, 2007 and became effective March 17, 2008.

7.	INCOME TAXES:
	The federal net operating loss (NOL) carryforward of approximately $971,000 as of November 30, 2008 expires on various dates through 2028. Internal Revenue Code Section 382 places a limitation on the amount of taxable income which can be offset by NOL carryforwards incurred before a change in control. “Change in control” for these purposes generally means greater than a 50% change in ownership of the corporation. After a change in control, a loss corporation cannot deduct NOL carryforwards existing at the time of the change in control in excess of the Section 382 limitations. Due to these “change in ownership” provisions, utilization of NOL carryforwards may be subject to an annual limitation in future periods. We have not performed a Section 382 analysis, however approximately ninety percent of the present NOL was incurred during the fiscal years beginning March 1, 2007, and thereafter.
	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.
8.	COMMITMENTS AND CONTINGENCIES:

8.	Commitments and Contingencies:

Environmental Issues– The Company is engaged in oil and gas exploration and production and may become subject to certain liabilities as they relate to environmental clean up of well sites or other environmental restoration procedures as they relate to the drilling of oil and gas wells and the operation thereof. If the Company acquires existing or previously drilled well bores, the Company may not be aware of what environmental safeguards were taken at the time such wells were drilled or during such time the wells were operated. Should it be determined that a liability exists with respect to any environmental clean up or restoration, the liability to cure such a violation could fall upon the Company. Management believes its properties, all of which are currently unevaluated, are operated in conformity with local, state and federal regulations. No claim has been made, nor is the Company aware of any uninsured liability which the Company may have, as it relates to any environmental clean up, restoration or the violation of any rules or regulations relating thereto.

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 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, such as operational risks in exploring for, developing and producing crude oil and natural gas;

market demand;

risks and uncertainties involving geology of oil and gas deposits;

the uncertainty of any reserve estimates and reserves life;

the uncertainty of estimates and projections relating to any production, costs and expenses;

potential delays or changes in plans with respect to exploration or development projects or capital expenditures;

fluctuations in oil and gas prices;

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 sections of this Quarterly Report may include discussion of additional factors that could adversely affect our business and financial performance. 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.

Our 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

For the fiscal year ending February 28, 2010, the Company’s plan of operation is to evaluate new oil and gas projects that are available to the Company and evaluate utilization of the Company’s existing Montana leasehold interests. The Company presently has 21,047 leasehold net mineral acres. Our ability to explore and develop our acreage or to acquire other acreage for development and to maintain existing acreage depends upon our ability to raise additional capital through equity fundraising and/or borrowing. Depending upon available funds, we may conduct our own field tests or exploration on one or

~~ITEM~~more 2of our properties in Montana to determine the appropriate structure for possible development. There ~~Management’s~~is ~~Discussion~~limited historical financial information about our current operations upon which to base an evaluation of our performance. We are in development stage operations and ~~Analysis~~have not generated any revenues from current operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of ~~Financial~~a new ~~Condition~~business enterprise, including limited capital resources, the current lack of product production, and ~~Results~~possible cost overruns due to price and cost increases in services and products. Further, we have no assurance that future financing will be available to us on acceptable terms to enable us to develop the business of ~~Operations~~the Company. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Results ~~Forward-Looking~~of ~~Statements~~Operations

~~This~~Three Months ~~Quarterly~~Ended ~~Report~~May ~~includes~~31, ~~certain~~2009 ~~statements~~compared ~~that may be deemed~~ to be “forward-looking statements” that reflect our current views with respect to future events and financial performance. All statements 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.~~Three ~~Forward-looking~~Months ~~statements~~Ended ~~may~~May ~~relate to~~31, ~~among other things:~~ 2008.

§We reported ~~our~~a ~~future~~net ~~financial~~loss ~~position,~~for ~~including~~the ~~working~~three ~~capital~~months ~~and~~ended ~~anticipated~~May ~~cash~~31, ~~flow;~~2009 ~~§ the risks~~ of ~~the oil and gas industry~~$40,931 ~~such~~compared to asnet ~~operational~~loss ~~risks~~of in$156,756 ~~exploring~~ for, ~~developing~~the ~~and~~period ~~producing~~three ~~crude~~months ~~oil~~ended ~~and~~May ~~natural~~31, ~~gas;~~2008. §We ~~market~~had personnel ~~demand;~~expense ~~§ risks and uncertainties involving geology~~ of ~~oil~~$7,552 ~~and~~for ~~gas deposits; §~~ the ~~uncertainty~~three ofmonths ~~any~~ended ~~reserve~~May ~~estimates~~31, ~~and~~2009 ~~reserves~~compared ~~life;~~to $106,060 §for the ~~uncertainty~~three ofmonths ~~estimates~~ended ~~and~~May ~~projections~~31, ~~relating~~2008. Our toother ~~any~~general and ~~production,~~administrative costs ~~and~~were ~~expenses;~~$866 §during ~~potential~~the ~~delays~~three ormonth ~~changes~~period inended ~~plans~~May ~~with~~31, 2009 ~~respect~~compared to ~~exploration~~$12,496 orfor ~~development~~the ~~projects~~same orperiod ~~capital~~in ~~expenditures;~~2008. §We ~~fluctuations~~had in$32,627 ~~oil~~of professional ~~and~~fess, ~~gas~~$12,050 ~~prices;~~of §which ~~health~~were non-cash, ~~safety~~during ~~and~~the ~~environmental~~three ~~risks;~~months §ended May ~~uncertainties~~31, as2009, compared to $40,300 for the ~~availability~~three ~~and~~months ~~cost~~ended ofMay ~~financing;~~31, ~~and~~2008. As §of the ~~possibility~~date ~~that~~of ~~government~~this report, ~~policies~~we orhave ~~laws~~yet ~~may~~to ~~change~~generate orrevenues ~~governmental~~from ~~approvals~~our ~~may~~current ~~be delayed or withheld~~business operations.

~~Other sections of this Quarterly Report may include reference to additional factors that could adversely affect our business~~ Liquidity and ~~financial~~Capital performance. 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.Resources

~~Our~~During the ~~forward~~three ~~looking~~months ~~statements~~ended ~~contained~~May in31, ~~this~~2009, ~~Quarterly~~the ~~Report~~Company ~~are~~sold ~~made~~its asinterest ofin the ~~respective~~Cedar Resources ~~dates~~joint ~~set~~venture ~~forth~~and inreceived ~~this~~proceeds ~~Quarterly~~of ~~Report~~$183,000. As of ~~Such~~May ~~forward-looking~~31, ~~statements are based on the beliefs~~2009, ~~expectations~~we ~~and~~had ~~opinions~~working ofcapital ~~management as~~ of ~~the~~$216,903, ~~date~~and ~~the~~it ~~statements~~is ~~are~~uncertain ~~made.~~whether this Weamount dowill ~~not~~be ~~intend~~sufficient to ~~update~~fund ~~these forward-looking statements, except as required by law~~operations. ~~For the reasons set forth above~~Therefore, ~~investors~~we ~~should~~may ~~not~~seek additional ~~place~~sources ~~undue~~of ~~reliance~~capital onfor ~~forward-looking~~the ~~statements~~coming year.

For the ~~Plan~~three months ended May 31, 2009, we used net cash from operations of ~~Operations~~$19,424. Cash used in operations was primarily a result of our net loss offset by non cash contributed services, compared to cash provided by operations of $2,184 for the three months ended May 31, 2008 which was primarily due to our net loss offset by trading securities activity.

14Cash provided by investing activities was $182,048 for the three months ended May 31, 2009, primarily from the sale of the Company’s interest in Cedar Resources, compared to cash used of $6,540 for the three months ended May 31, 2008, primarily from payment of delay rentals.

~~The~~There were ~~Company~~no ~~acquired~~net ~~various~~cash ~~unevaluated~~effects ~~oil~~from ~~and~~financing ~~gas~~activities ~~leases~~for inthe ~~Montana~~three ~~and~~months ~~Wyoming from Big Cat on~~ ended May 131, ~~2007.~~2009 ~~The~~or ~~unevaluated oil and gas properties were initially recorded at the historical cost basis, based on cash paid by Big Cat of $1,794,231~~2008.

~~During~~Financial Instruments ~~the period May 1, 2007 (inception) to November 30, 2007, the Company paid delay rentals~~ and ~~expenses~~Other associated with our leaseholds in the amount of $133,547 and sold one oil and gas leasehold interest consisting of 184 net mineral acres. The Company received gross proceeds of $22,968, and retained a two percent overriding royalty interest on the transferred leasehold interest. The Company also received a refund of a deposit on certain leaseholds of $80,856. During the nine months ended November 30, 2008, the Company paid delay rentals and title work expenses on our Wyoming joint venture in the amount of $35,803.Information

~~During~~As ~~the~~of ~~nine~~May ~~months~~31, ~~ended~~2009 ~~November~~and ~~30,~~February ~~2008~~28, 2009 ~~the~~we ~~Company~~had ~~completed~~cash, amarketable ~~review~~securities, ofaccounts ~~its~~payable ~~oil~~ and ~~gas~~accrued liabilities, ~~leaseholds~~which ~~and~~are ~~elected~~each ~~not~~carried toat ~~pay~~approximate ~~delay~~fair ~~rentals~~value ondue ~~leases~~to inthe ~~Rosebud~~short maturity ~~and~~date ~~Custer counties~~ of ~~Montana~~those ~~and therefore abandoned the leases~~instruments. ~~The~~Unless ~~effect~~otherwise ofnoted, ~~abandonment~~it ofis ~~these~~management’s opinion ~~leases~~that ~~was~~the aCompany ~~reduction~~is innot ~~our~~exposed ~~net mineral acreage of 54,614.29~~ to ~~22,511.094.~~significant ~~The Company wrote off $516~~interest,~~000~~ ~~against~~currency ~~its~~or credit ~~impairment~~risks ~~reserve~~arising tofrom ~~reflect~~these ~~the~~financial ~~reduction in acreage~~instruments.

~~For~~Critical Accounting ~~the~~Polices ~~fiscal year ending February 28, 2009, the Company’s plan of operation is to evaluate new oil~~ and ~~gas projects that are available to the Company and evaluate utilization of the Company’s existing Montana and Wyoming leasehold interests.~~Estimates

~~With~~Use of ~~regard~~Estimates ~~to developing our Wyoming interests, effective December 31, 2007, the company entered into a joint venture agreement with Cedar Resources Corporation, a gas producer~~ in the ~~Powder~~Preparation ~~River Basin. We sold 50%~~ of ~~our~~Financial ~~leasehold interests in our Wyoming properties to Cedar Resources for cash and a 50% working interest in future development of the company’s Wyoming leaseholds.~~Statements

The preparation ~~Company~~of ~~has~~the ~~also~~financial ~~retained~~statements ~~the~~in ~~services~~conformity ofwith ~~American~~generally ~~Oil~~accepted accounting ~~and~~principles ~~Gas~~requires ~~Corporation,~~management ato ~~privately~~make ~~held~~estimates ~~oil~~ and ~~gas~~assumptions ~~consulting~~that affect ~~company, to assist~~ the ~~Company~~reported ~~with~~amounts ~~obtaining~~of ~~potential~~any oil and gas ~~ventures~~reserves, inassets ~~the~~and ~~Rocky~~liabilities and ~~Mountain~~disclosure ~~area.~~of ~~American~~contingent ~~Oil~~assets and ~~Gas~~liabilities ~~will~~at ~~perform~~the ~~initial~~date ~~analysis~~ of ~~potential~~the ~~projects~~financial statements and ~~recommend to~~ the ~~Company~~reported ~~those projects that should be evaluated further by management.~~amounts

During the nine months ended November 30, 2008 the Company sold 925,000 units at $.20 per unit, each unit consisting of one free trading share of its common stock and one warrant to purchase one share of free trading common stock exercisable at $.50 per share. The Company received proceeds of $185,000 from the sale of the units. The offering was made as part of the Form S-1 Post Effective Amendment 3 which became effective on July 14~~, 2008. Following the above sale, the Company’s outstanding common stock increased to 15,925,000 shares.~~

Weof revenues ~~may~~and ~~conduct~~expenses ~~our~~during ~~own~~the ~~field~~reporting ~~tests~~period. orThe ~~exploration~~Company bases its estimates on ~~one~~historical orexperience ~~more~~and ofon ~~our~~various ~~properties~~assumptions init ~~Montana~~believes to ~~determine~~be reasonable under the ~~appropriate~~circumstances. ~~structure~~Although ~~for~~actual ~~possible~~results ~~development.~~may ~~There~~differ ~~is,~~from these ~~however~~estimates under different assumptions or conditions, nothe ~~assurance~~Company believes that weits ~~will~~estimates are reasonable.

~~Limited~~Oil and ~~operating~~Gas ~~history; need for additional capital~~Properties

~~There~~The Company isfollows ~~limited~~the ~~historical~~full ~~financial~~cost ~~information~~method ~~about~~of ~~our~~accounting ~~current~~whereby ~~operations~~all ~~upon~~costs ~~which~~related to the ~~base~~acquisition anand ~~evaluation~~exploration of ~~our~~oil ~~performance.~~and Wegas properties are incapitalized ~~exploration~~into ~~stage~~a single ~~operations~~cost ~~and~~center ~~have~~(“full ~~not~~cost ~~generated~~pool”). Such ~~any~~costs ~~revenues~~include ~~from~~lease acquisition ~~current~~costs, ~~operations.~~geological Weand ~~cannot~~geophysical ~~guarantee~~expenses, weoverhead ~~will~~directly related beto ~~successful~~exploration inactivities ~~our~~and ~~business~~costs ~~operations.~~of ~~Our~~drilling ~~business~~both isproductive ~~subject~~and non-productive towells. Proceeds ~~risks~~from ~~inherent~~property insales ~~the~~are ~~establishment~~generally credited ofto athe ~~new~~full ~~business~~cost ~~enterprise,~~pool ~~including~~without ~~limited~~gain ~~capital~~or ~~resources,~~loss ~~the~~recognition ~~possibility~~unless ~~that~~such ~~there is~~ a sale ~~lack~~would ofsignificantly aalter ~~sales~~the ~~market~~relationship ~~for~~between ~~our~~capitalized ~~products,~~costs and the ~~possible~~proved ~~cost~~reserves ~~overruns~~attributable ~~due~~ to ~~price~~these ~~and~~costs. ~~cost~~A ~~increases~~significant inalteration ~~services~~would typically ~~and~~involve ~~products.~~a Wesale ~~have~~of no25% ~~assurance~~or ~~that~~more ~~future~~of ~~financing~~the ~~will~~proved bereserves ~~available~~related to usa single onfull ~~acceptable~~cost ~~terms~~pool. IfGenerally, ~~financing~~any issuch ~~not~~sale ~~available~~of onunevaluated ~~satisfactory~~properties ~~terms,~~will also ~~we may~~ be ~~unable~~recognized toon ~~continue,~~a ~~develop~~cost orrecovery ~~expand~~basis ~~our~~with ~~operations.~~no ~~Equity~~gain ~~financing~~or ~~could result in additional dilution to existing shareholders~~loss.

~~Results~~As of ~~Operations~~May 31, 2009, the Company does not have any proven oil and gas reserves and all of its properties are unevaluated. The costs of unevaluated properties will be withheld from the depletion base until such time as they are either developed or abandoned. Unevaluated properties are assessed at least annually by the Company for impairment. Impairment is estimated by the Company by applying factors based on historical experience and other data such as primary lease terms of the properties, average holding periods of unproved properties, and geographic and geologic data of groupings of individually insignificant properties and projects. Therefore, any impairment of said unevaluated properties would result in an expense to the Company.

15During the year ended February 28, 2009, the Company reviewed its oil and gas leaseholds and based on the sale of its interest in Cedar Resources and additional information, the Company recorded an impairment of $428,855 on its leasehold interests.

~~Three~~Depletion of ~~Months~~exploration ~~Ended~~and ~~November~~development 30costs and depreciation of production equipment is computed using the units of production method based upon estimated proved oil and gas reserves. Total well costs, ~~2008~~if ~~compared~~and when drilled, will be transferred to the ~~Three~~depletable ~~Months~~pool ~~ended~~even ~~November~~when 30multiple targeted zones have not been fully evaluated. For depletion and depreciation purposes, relative ~~2007~~volumes of oil and gas production and reserves are converted at the energy equivalent rate of six thousand cubic feet of natural gas to one barrel of crude oil.

WeUnder ~~reported~~the full acost ~~net~~method ~~loss~~of ~~for~~accounting, ~~the~~capitalized ~~three~~oil ~~months~~and ~~ended~~gas ~~November~~property 30costs, ~~2008~~less accumulated depletion and net of ~~$29~~deferred income taxes (full cost pool),~~377~~ ~~compared~~may not exceed an amount equal to ~~net~~the ~~loss~~present value, discounted at 10%, of ~~$36~~estimated future net revenues from proved oil and gas reserves less the future cash outflows associated with the asset retirement obligations that have been accrued in the balance sheet plus the cost,~~977~~ ~~for~~or estimated fair value, if lower of unproved properties and the ~~same~~costs of any properties not being amortized. Should the full cost pool exceed this ceiling, an impairment is recognized. The present value of estimated future net revenues is computed by applying current oil and gas prices to estimated future production of proved oil and gas reserves as of period end, less estimated future expenditures to be incurred in ~~2007~~developing and producing the proved reserves assuming the continuation of existing economic conditions. However, subsequent commodity price increases may be utilized to reduce or eliminate any impairment.

~~Our other general~~ Risks and ~~administrative costs were $1,731 during the three month period ended November 30, 2008. There was $2,615 of general and administrative expense for the period three months ended November 30, 2007.~~Uncertainties

~~We had $27~~Historically,~~754~~ oil ofand ~~professional~~gas ~~fess,~~prices ~~$4,900~~have ofexperienced ~~which~~significant ~~were~~fluctuations ~~non-cash,~~and ~~during~~have ~~the~~been particularly ~~three~~volatile ~~months~~in ~~ended~~recent ~~May~~years. Price ~~31,~~fluctuations ~~2008,~~can ~~compared~~result from tovariations ~~$35,808~~in ~~of professional fees~~weather, ~~$12,500~~levels of ~~which~~regional ~~were~~or ~~non-cash,~~national ~~for~~production ~~the three months ended November 30~~and demand, ~~2007.~~availability ~~The~~of ~~professional~~transportation ~~fees~~capacity into ~~2008~~other ~~are~~regions ~~for~~of ~~consultants~~the ~~paid~~country and tovarious ~~locate~~other ~~future~~factors. Increases ~~lease~~or ~~opportunities~~decreases ~~and~~in ~~for~~prices ~~required~~received could ~~SEC~~have ~~filings~~a ~~and~~significant ~~legal~~impact ~~fees~~on ~~associated~~future ~~with Company stock offerings~~results.

~~Nine months ended November 30, 2008 compared to the Period May 1, 2007 (inception) to November 30, 2007~~15

WeRecently Issued ~~reported~~Accounting ~~a net loss for the nine months ended November 30, 2008 of $324,666 compared to net loss of $55,078 for the period May 1, 2007 (inception) to November 30, 2007.~~Pronouncements:

WeIn ~~had~~June 2009 ~~personnel~~the ~~expense~~FASB ofissued ~~$175~~SFAS 167,~~602~~ “Amendments to FASB Interpretation No. 46(R)”, the Board’s objective in issuing this Statement is to improve financial reporting by enterprises involved with variable interest entities. The Board undertook this project to address (1) the ~~nine~~effects ~~months~~on ~~ended~~certain ~~November~~provisions 30of FASB Interpretation No. 46 (revised December 2003), ~~2008~~Consolidation ~~compare~~of toVariable noInterest Entities, ~~personnel~~as ~~expense~~a ~~for~~result of the ~~period~~elimination ~~May~~of 1the qualifying special-purpose entity concept in FASB Statement No. 166, ~~2007~~Accounting for Transfers of Financial Assets, and (~~inception~~2) toconstituent ~~November~~concerns 30about the application of certain key provisions of Interpretation 46(R), ~~2007~~including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. We are currently assessing the potential impact, if any, on our condensed financial statements.

~~Our~~In ~~other~~June 2009, ~~general~~the ~~and~~FASB ~~administrative~~issued ~~costs~~SFAS ~~were~~166, ~~$15~~“Accounting for Transfers of Financial Assets”,~~895~~ ~~during~~the Board’s objective in issuing this Statement is to improve the ~~six~~relevance, ~~month~~representational ~~period~~faithfulness, ~~ended~~and ~~November~~comparability 30of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, ~~2008~~financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. The ~~There~~Board ~~was~~undertook this $9project to address (1) practices that have developed since the issuance of FASB Statement No. 140,~~016~~ Accounting for Transfers and Servicing of ~~general~~Financial Assets and ~~administrative~~Extinguishments ~~expense~~of ~~for~~Liabilities, that are not consistent with the ~~period~~original ~~May~~intent 1,and ~~2007~~key requirements of that Statement and (~~inception~~2) concerns of financial statement users that many of the financial assets (and related obligations) that have been derecognized should continue to ~~November~~be 30reported in the financial statements of transferors. We are currently assessing the potential impact, ~~2007~~if any, on our condensed financial statements.

WeIn ~~had~~May 2009, ~~$135~~the FASB issued SFAS 165,~~942~~ “ Subsequent Events” the objective of ~~professional~~this ~~fess,~~Statement ~~$4,900~~is to establish general standards of ~~which~~accounting ~~were~~for and ~~non-cash,~~disclosure ~~during~~of events that occur after the ~~nine~~balance ~~months~~sheet ~~ended~~date ~~November~~but ~~30,~~before financial ~~2008,~~statements ~~compared~~are issued or are available to ~~$48~~be issued. In particular,~~608~~ this Statement sets forth: 1. the period after the balance sheet date during which management of ~~professional~~a ~~fees,~~reporting ~~$25~~entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements,~~300~~ of2. the circumstances under which ~~were~~an ~~non-cash~~entity ~~for~~should recognize events or transactions occurring after the ~~period~~balance ~~May~~sheet 1,date ~~2007~~in ~~(inception)~~its tofinancial statements ~~November~~and ~~30,~~3. ~~2007~~the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. ~~The~~In ~~professional~~accordance ~~fees~~with inthis Statement, ~~2008~~an ~~are~~entity ~~for~~should ~~consultants~~apply ~~paid~~the requirements to ~~locate~~interim ~~future~~or ~~lease~~annual financial ~~opportunities~~periods ~~and~~ending ~~for~~after ~~required~~June ~~SEC~~15, ~~filings~~2009. ~~and~~We ~~legal~~do ~~fees~~not ~~associated~~anticipate ~~with~~the adoption ~~Company~~of ~~stock~~of ~~offerings~~SFAS 165 will have a significant impact on our financial condition or results of operations.

~~Liquidity~~Off-Balance Sheet ~~and Capital Resources~~Arrangements

~~As of November 30~~From time-to-time, ~~2008,~~ we ~~had~~may ~~working~~enter ~~capital~~into ofoff-balance ~~$92,030,~~sheet arrangements and transactions that can itgive isrise ~~uncertain~~to ~~whether~~off-balance ~~this~~sheet ~~amount~~obligations. ~~will~~As beof ~~sufficient~~May to31, ~~fund~~2009 ~~operations.~~and ~~Therefore~~February 28, we2009, ~~may~~there ~~seek~~were ~~additional~~no ~~sources~~off–balance ofsheet ~~capital for the coming year~~arrangements.

~~For~~ITEM ~~the nine months ended November 30, 2008, we used cash from operations of $51,764~~4T. ~~Cash~~CONTROLS ~~used~~AND in operations was primarily a result of our net loss offset by activity in trading securities, compared to cash used from operations of $5,477 for the period May 1, 2007 (inception) to November 30, 2007 which was primarily due to our net loss offset by contributed servicesPROCEDURES..

~~Cash~~Based on ~~used~~an inevaluation ~~investing~~required ~~activities~~by ~~was~~paragraph ~~$35,803~~(b) ~~for~~of §240.13a–15 of the effectiveness ~~nine~~of ~~months~~the ~~ended~~registrant's ~~November~~disclosure ~~30,~~controls ~~2008, primarily from payment of delay rentals~~ and ~~joint~~procedures ~~venture~~(as ~~title~~defined in ~~costs~~§240.13a–15(e)), ~~compared~~the toCompany’s ~~cash~~principal ~~used~~executive ofofficer ~~$29,723~~and ~~for~~principal financial ~~the~~officer ~~period~~concluded ~~May 1~~that, ~~2007~~as ~~(inception)~~of toMay ~~November 30~~31, ~~2007~~2009, ~~primarily~~its ~~from~~disclosure ~~payment of delay rentals offset by the sale of one leasehold~~ controls and aprocedures ~~deposit~~are ~~refund~~effective.

~~Cash~~There were ~~flow~~no ~~provided~~changes byin ~~financing activities was $185,000 for~~ the ~~nine~~Company’s ~~months~~internal ~~ended~~control ~~November~~over ~~30,~~financial ~~2008~~reporting ~~compared~~that materially ~~to $249~~affected,~~210~~ ~~for~~or ~~the~~were ~~period~~reasonably ~~May~~likely ~~1, 2007 (inception)~~ to ~~November~~materially 30affect, ~~2007.~~the Company’s ~~Cash~~internal ~~provided~~control ~~was~~over ~~from~~financial ~~the~~reporting ~~placement~~during ofthe ~~Company~~first ~~stock~~fiscal quarter inended ~~both~~May ~~periods~~31, 2009.

16PART II. OTHER INFORMATION

During the nine months ended November 30, 2008 the Company sold 925,000 units, each unit consisting of one free trading share of its common stock and one warrant to purchase one share of tree trading common stock exercisable at $.50 per share. The Company received proceeds of $185,000 from the sale of the units. The offering was made as part of the Form S-ITEM 1 ~~Post Effective Amendment 3 which became effective on July 14, 2008~~. LEGAL ~~Following the above sale, the Company’s outstanding common stock increased to 15,925,000 shares~~PROCEEDINGS. None

During the period May 1, 2007 (inception) to November 30, 2007, the Company completed a private placement of 5,000,000 units of Sterling at $.05 per unit. Each unit consists of one (1) share of Sterling restricted common stock and one (1) warrant for half (1/ITEM 2~~) a share of Sterling common stock exercisable at $~~.25 UNREGISTERED ~~per~~SALES ~~share.~~OF ~~The~~EQUITY SECURITIES ~~company~~AND ~~received~~USE ~~cash~~OF ~~of $250,000 and recorded offering costs of $790~~PROCEEDS. The Purchase Agreement for the units committed the Company to file a registration for the Sterling shares within 180 days of the date of the Purchase Agreement. The registration statement was filed in December, 2007 and became effective March 17, 2008 None

~~As of the date of this report, we have yet to generate revenues from our current business operations.~~16

~~Financial~~ITEM 3. DEFAULTS ~~Instruments~~UPON ~~and Other Information~~SENIOR SECURITIES. None

As of November 30, 2008 and November 30, 2007 we had cash, marketable securities, accounts payable and accrued liabilities, which are each carried at approximate fair value due to the short maturity date of those instrumentsITEM 4. SUBMISSION ~~Unless~~OF ~~otherwise~~MATTERS ~~noted,~~TO itA isVOTE ~~management’s~~OF SECURITY ~~opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments~~HOLDERS. None

ITEM ~~Critical Accounting Polices and Estimates~~5. OTHER INFORMATION. None

~~Use of Estimates in the Preparation of Financial Statements~~ITEM 6. EXHIBITS.

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 results may differ from these estimates under different assumptions or conditions, the Company believes that its estimates are reasonable.

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.

~~Oil and Gas Properties~~17

AsIn ofaccordance ~~November~~with ~~30,~~Section ~~2008,~~13 ~~the~~or ~~Company~~15(d) of ~~does~~the ~~not~~Securities ~~have any proven oil~~ and ~~gas~~Exchange ~~reserves~~Act, ~~and~~the ~~all~~registrant ofhas ~~its~~duly ~~properties~~caused ~~are~~this ~~unevaluated.~~report to ~~The costs of unevaluated properties will~~ be ~~withheld~~signed ~~from~~on ~~the~~its ~~depletion~~behalf ~~base until such time as they are either developed or abandoned. Unevaluated properties are assessed at least annually~~ by the ~~Company~~undersigned, ~~for~~thereunto ~~impairment.~~duly ~~Impairment~~authorized, ~~is estimated by the Company by applying factors based~~ on this ~~historical~~2nd ~~experience~~day ~~and other data such as primary lease terms~~ of ~~the properties~~ July, ~~average holding periods of unproved properties,~~2009.

17Sterling Oil & Gas Company BY: TIMOTHY BARRITT Timothy Barritt, President and Principal Executive Officer BY: RICHARD G. STIFEL Richard G. Stifel, Principal Accounting Officer and Principal Financial Officer

~~and geographic and geologic data of groupings of individually insignificant properties and projects. Therefore, any impairment of said unevaluated properties would result in an expense to the Company.~~18

The unevaluated oil and gas properties were initially recorded at the historical cost basis, based on cash paid by Big Cat.

Risks and Uncertainties

Recently Issued Accounting Pronouncements:

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). We do not anticipate that the adoption of SFAS 162 will materially impact the Company

In May 2008, the FASB issued SFAS No. 163 Accounting for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement No. 60. This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. This Statement is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years, except for some disclosures about the insurance enterprise’s risk-management activities. We do not anticipate the adoption of SFAS 163 will have any effect on the Company’s future financial position or results of 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 November 30, 2008 and November 30, 2007, there were no off –balance sheet arrangements.

ITEM 4T. CONTROLS AND PROCEDURES

The Company’s Chief Executive Officer 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 November 30, 2008. Based on this evaluation, the Chief Executive Officer and Principal Financial Officer concluded that, as of November 30, the Company’s disclosure controls and procedures were effective.

There were no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended November 30, 2008, that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting,

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings None ITEM 2. (a) Unregistered Sales of Equity Securities. None (b) Use of Proceeds: Working capital $185,000 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.

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 9th day of January, 2009.

Sterling Oil & Gas Company

BY: TIMOTHY BARRITT Timothy Barritt, President and Principal Executive Officer

BY: RICHARD G. STIFEL Richard G. Stifel, Principal Accounting Officer and Principal Financial Officer

Filing Compare · Sterling Oil & Gas CO