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

Form 10-Q

[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~June~~September 30, 2009

[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission file number ~~333~~000-~~114995~~51361

OYCO INC.

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


Nevada		47-0930829
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

#477, 1313 E Maple Street, Suite 201, Bellingham, WA 98225

(Address of principal executive offices)

360-685-4277

Securities registered under Section 12(b) of the Exchange Act

Common Stock, par value $0.001 per share

Securities registered under Section 12(g) of the Exchange Act

Indicate by check mark whether the ~~registrant~~issuer (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ~~S No~~x £ No o

Indicate by check mark whether the registrant ishas asubmitted ~~large~~electronically ~~accelerated~~and ~~filer,~~posted anon ~~accelerated~~its ~~filer,~~corporate aWeb ~~non-accelerated~~site, ~~filer~~if any, orevery aInteractive ~~smaller~~Data ~~reporting~~File ~~company.~~required ~~See~~to ~~the~~be ~~definitions~~submitted and posted pursuant to Rule 405 of ~~“large~~Regulation ~~accelerated~~S-T ~~filer,”~~(§232.405 ~~“accelerated~~of ~~filer”~~this ~~and~~chapter) ~~“smaller~~during ~~reporting~~the ~~company”~~preceding in12 ~~Rule 12b-2~~months of(or for such shorter period that the ~~Exchange~~registrant ~~Act~~was required to submit and post such files). Yes o No o (~~Check~~Not ~~one):~~currently applicable to the Registrant)

~~Large~~Indicate by check mark whether the registrant is a large accelerated filer, £an ~~Accelerated~~accelerated filer, £a ~~Non~~non-accelerated filer, £or ~~(Do~~a ~~not~~smaller ~~check~~reporting ifcompany. aSee definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company)” ~~Smaller~~in ~~reporting~~Rule ~~company~~12b-2 Sof the Exchange Act. (Check one):

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~o ~~whether~~Accelerated ~~the~~filer ~~registrant~~o isNon-accelerated afiler ~~shell company~~ (asDo ~~defined~~not incheck ~~Rule 12b-2~~if ofa ~~the~~smaller ~~Exchange~~reporting ~~Act~~company). ~~Yes~~o ~~S No~~Smaller £reporting company x

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

APPLICABLE ONLY TO CORPORATE ISSUERS

~~State~~Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 157,067 common shares issued and outstanding as of ~~June~~November 3022, 2009.

INDEX
		Page
PART I.	FINANCIAL INFORMATION
ITEM 1.	Financial Statements	3
	Interim Balance Sheets as at June 30, 2009 with comparative figures as at December 31, 2008	5
	Interim Statement of Operations For the six months ended June 30, 2009 and 2008	6
	Interim Statement of Cash Flows For the six months ended June 30, 2009 and 2008	7
	Interim Statement of Stockholders’ Equity For the period October 21, 2003 (date of inception) to June 30, 2009	9
	Notes to the Interim Financial Statements.	10
ITEM 2.	Management’s Discussion and Analysis or Plan of Operation	13
ITEM 3.	Controls and Procedures	25
PART II.	OTHER INFORMATION	26
ITEM 1.	Legal Proceedings	26
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
ITEM 3.	Defaults Upon Senior Securities	27
ITEM 4.	Submission of Matters to a Vote of Security Holders	27
ITEM 5.	Other Information	27
ITEM 6.	Exhibits	27
	SIGNATURES

INDEX


		Page
*PART I.*	*FINANCIAL INFORMATION*

ITEM 1.	Financial Statements

	Interim Balance Sheets as at September 30, 2009 with comparative figures as at December 31, 2008	5

	Interim Statement of Operations For the nine months ended September 30, 2009 and 2008	6

	Interim Statement of Cash Flows For the nine months ended September 30, 2009 and 2008	7

	Interim Statement of Stockholders’ Equity For the period October 21, 2003 (date of inception) to September 30, 2009	9

	Notes to the Interim Financial Statements.	10

ITEM 2.	Management’s Discussion and Analysis or Plan of Operation	15

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	20

ITEM 4.	Controls and Procedures	20

*PART II.*	*OTHER INFORMATION*

ITEM 1.	Legal Proceedings	21

ITEM 1A.	Risk Factors	21

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

ITEM 3.	Defaults Upon Senior Securities	28

ITEM 4.	Submission of Matters to a Vote of Security Holders	28

ITEM 5.	Other Information	28

ITEM 6.	Exhibits	28

	SIGNATURES

PART I - FINANCIAL STATEMENT


ITEM 1.	FINANCIAL STATEMENTS.

Our interim financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

It is the opinion of management that the interim financial statements for the quarter ended ~~June~~September 30, 2009 includes all adjustments necessary in order to ensure that the interim financial statements are not misleading.

OYCO, INC.

(Formerly known as Texola Energy Corporation)

(An Exploration Stage Company)

INTERIM FINANCIAL STATEMENTS

(Unaudited)

~~June~~September 30, 2009

Expressed in US Funds

OYCO, INC.

(Formerly known as Texola Energy Corporation)

(An Exploration Stage Company)

INTERIM BALANCE SHEETS

As at September 30, 2009 and December 31, 2008

(Unaudited)
(Stated in U.S. Dollars)

		June 30			December 31
		September 30			December 31
		2009			2008
		(unaudited)			(audited)
ASSETS
Current
Cash	$	~~190~~269		$	305
Prepaid expenses		~~831~~330			2,083
Total Current Assets		~~1,021~~599			2,388
Exploration Advances – Note 3		-			-
Oil and Gas Properties – Note 3		-			-
TOTAL ASSETS	$	~~1,021~~599		$	2,388
LIABILITIES
Current
Accounts payable and accrued liabilities	$	3037,~~649~~137		$	18,355
Loans payable – Note 4		272,200			272,200
Related party note payable – Note 5		114,349			-
Derivative liability – Note 5e		-			49,700
Loans payable – Note 4		150,000			272,200
Total Current Liabilities		302,849			340,255
Derivative liability – Note 6e		-			49,700
Convertible Debentures – Note 5		2,917,263			2,917,263
Total Current Liabilities		301,486			340,255
TOTAL LIABILITIES	$	3,220,112		$	3,257,518
Convertible Debentures – Note 6		2,916,173			2,917,263
TOTAL LIABILITIES	$	3,217,659		$	3,257,518
STOCKHOLDERS' DEFICIT
Common Stock – Note 6
Common Stock – Note 7
Authorized:
3,750,000 common shares with a par value of $0.001 per share
750,000,000 common shares with a par value of $0.001 per share
Issued:
157,067 common shares		31,413			31,413
31,413,333 common shares		31,413			31,413
Additional paid-in capital		1,~~324~~337,~~253~~476			1,324,253
Deficit accumulated during the Exploration stage		(4,~~574~~585,~~757~~949	)		(4,610,796	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	(3,219,091	)	$	(3,255,130	)
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT	$	(3,217,060	)	$	(3,255,130	)
	$	~~1,021~~599		$	2,388
See the accompanying notes to the unaudited financial statements

See the accompanying notes to the unaudited financial statements

OYCO, INC.

(Formerly known as Texola Energy Corporation)

(An Exploration Stage Company)

INTERIM STATEMENTS OF OPERATIONS

for the three and ~~six~~nine months ended ~~June~~September 30, 2009 and 2008

(Unaudited) ~~(Stated in US Dollars)~~

												Cumulative
												From
												Sept. 29,
												2005 to
		Three Months Ended June 30					Six Months Ended June 30					June 30,
		2009		2008			2009		2008			2009
Revenue	$	-	$	-		$	-	$	-		$	-
Expenses
Advertising and promotion		-		-			-		-			50,764
Audit and accounting fees		2,306		4,879			10,072		17,023			128,717
Consulting fees		-		1,575			-		3,675			545,770
Communications		-		-			-		-			20,834
Management compensation		501		2.500			1,002		5,000			111,169
Drilling and exploration		(72	)	73			395		364			374,398
Interest expense – beneficial conversion feature of debenture (Note 5)		-		-			-		-			1,026,000
Gain on embedded derivative liabilities (Note 5)		(41,600	)	(67,000	)		(49,700	)	121,600			(636,000	)
Foreign exchange (gain) loss		(18	)	387			(144	)	2,802			(11,962	)
Interest and bank charges		34		44			66		90			2,317
Interest on long term debt (Note 5)		-		-			-		-			241,943
Investor relations		-		-			-		-			253,000
Legal fees		93		1,995			647		1,995			85,631
Office and miscellaneous		58		195			308		3,540			56,172
Transfer agent/filing fees		1,315		1,595			1,315		1,645			19,253
Travel		-		-			-		-			131,957
Total operating expenses		37,383		53,757			36,039		(157,734	)		(2,399,963	)
Income/(loss) from Continuing Operations		37,383		53,757			36,039		(157,734	)		(2,399,963	)
Income/(loss) from discontinued operations		-		-			-		-			(2,124,061	)
Income/(loss) for the Period	$	37,383	$	53,757		$	36,039	$	(157,734	)	$	(4,524,024	)
Basic And Diluted Net Earnings (Loss) Per Common Share		0.23		0.34			0.23		(1.00	)
Basic And Diluted Weighted Average Number Of Common Shares Outstanding		157,067		157,067			157,067		157,067

(Stated in US Dollars)

See the accompanying notes to the unaudited financial statements


														Cumulative
														From
		Three Months Ended						Nine Months Ended						Sept. 29,
		September 30						September						2005 to
								30						Sept. 30,
		2009			2008			2009			2008			2009

Revenue	$	-		$	-		$	-		$	-		$	-

Expenses
Advertising and promotion		-			-			-			-			50,764
Audit and accounting fees		3,759			4,325			13,831			21,348			132,476
Consulting fees					750			-			4,425			545,770
Communications		-			-			-			-			20,834
Directors fees		500			417			1,502			5,417			111,669
Drilling and exploration		118			1,037			513			1,400			374,516
Interest expense – beneficial conversion feature of debenture (Note 6)		-			-			-			-			1,026,000
Gain on embedded derivative liabilities (Note 6)		-			(58,000	)		(49,700	)		63,600			(636,000	)
Foreign exchange (gain) loss		-			14			(143	)		2,816			(11,962	)
Interest and bank charges		21			35			87			125			2,338
Interest-discount on convertible note		47						47						47
Interest-discount on related part note payable		4,235						4,235						4,235

Interest on long term debt (Note 6)		-			-			-			-			241,943
Investor relations		-			-			-			-			253,000
Legal fees		628			425			1,274			2,421			86,259
Office and miscellaneous		244			250			552			3,790			56,416
Transfer agent/filing fees		1,640			1,019			2,955			2,664			20,893
Travel		-			-			-			-			131,957

Total operating (expenses) income		(11,192	)		49,728			24,847			(108,006	)		(2,411,155	)
Income/(loss) from Continuing Operations		(11,192	)		49,728			24,847			(108,006	)		(2,411,155	)
Income/(loss) from discontinued operations		-			-			-			-			(2,124,061	)

Income/(loss) for the Period	$	(11,192	)	$	49,728		$	24,847		$	(108,006	)	$	(4,535,216	)
Basic And Diluted Net Earnings (Loss) Per Common Share		(.07	)		0.32			.16			(0.69	)

Basic And Diluted Weighted Average Number Of Common Shares Outstanding		157,067			157,067			157,067			157,067

See the accompanying notes to the unaudited financial statements

OYCO, INC.

(Formerly known as Texola Energy Corporation)

(An Exploration Stage Company)

INTERIM STATEMENT OF CASH FLOWS

For the ~~six~~nine months ended ~~June~~September 30, 2009 and 2008

(Unaudited)
(Stated in US Dollars)

														Cumulative from
		Three Months Ended						Nine Months Ended						Cumulative
														September 29,2005
		September 30						September 30						From
		Three Months Ended June 30						Six Months Ended June 30						to June 30, 2009
		2009			2008			2009			2008			September 29,
		2009			2008			2009			2008
														2005 to
Cash Resources Provided By (Used In) Operating Activities
														September 30,
Income (loss) for the period	$	37,383		$	53,757		$	36,039		$	(157,734	)	$	(4,524,024	)
														2009
Adjustments to Reconcile Net Loss to Net Cash Provided by Operating Activities
Cash Resources Provided By (Used In)
Consulting - stock based compensation		-			-			-			-			180,000
Operating Activities
Interest expense - beneficial conversion feature of debenture (Note5)		-			-			-			-			1,026,000
Income (loss) for the period	$	(11,192	)	$	49,728		$	24,847		$	(108,006	)	$	(4,535,217	)
Gain on embedded derivative liabilities (Note 5)		(41,600	)		(67,000	)		(49,700	)		121,600			(636,000	)
Adjustments to Reconcile Net Loss to Net Cash Provided by Operating Activities Consulting - stock based compensation		-			-			-			-			180,000
Receivable		-						-			-
Interest expense - beneficial conversion feature of debenture (Note 6)					-						-			1,026,000
Prepaids		502			1,776			1,253			4,325			(830	)
Discount on convertible note		(1,091	)					(1,091	)					(1,091	)
Non-cash interest expense		-			-			-			-			12,500
Discount on related party note		(7,850	)					(7,850	)					(7,850	)
Additional paid in capital		13,223						13,223						13,223
Gain on embedded derivative liabilities (Note 6)		-			(58,000	)		(49,700	)		63,600			(636,000	)
Receivable					-			-			-			-
Prepaids		501			796			1,753			5,121			(330	)
Non-cash interest expense		-			-						-			12,500
Assets held for resale and discontinued operations		-			-			-			-			-
Accounts payable and accrued liabilities		36,~~641~~488			(97,~~010~~427	)		1218,~~293~~782			~~(374~~7,053	)		1926,~~597~~087
Interest payable		-			-			-			-			-
Due to related parties		-			-			-			-			-
Liabilities held for resale and discontinued operations		-			-			-			-			-
		(74	)		(20,477	)		(115	)		(32,183	)		(3,922,757	)
		79			(49	)		(36	)		(32,232	)		(3,922,678	)
Investing Activity
Exploration advances		-			-			-			-			-
Explorations advance		-			-			-			-			-
Acquisition of oil and gas property		-			-			-			-			(1,652,218	)
Abandonment of oil and gas properties														2,104,156
Proceeds on sale of share of oil and gas property		-			-			-			-			48,062
		-			-			-			-			500,000
Financing Activities
Loans payable		-			-			-			-			272,200
Capital contributions		-			-			-			-			231,666
Convertible debenture		-			-			-(2,917,263	)		-			2,917,263
		-			-			-			-			3,421,129
Net Increase (Decrease) in Cash		~~(74~~79	)		(~~20,477~~49	)		(~~115~~36	)		(32,~~183~~232	)		(1,~~628~~549	)
Cash, Beginning of Period		~~264~~190			~~20,903~~426			305			32,609			1,818
Cash, End of Period	$	~~190~~269		$	~~426~~377		$	~~190~~269		$	~~426~~377		$	~~190~~269

See the accompanying notes to the unaudited financial statements

OYCO, INC.

(Formerly known as Texola Energy Corporation)

(An Exploration Stage Company)

INTERIM STATEMENT OF CASH FLOWS - Continued

For the ~~six~~nine months ended ~~June~~September 30, 2009 and 2008

(Unaudited)
(Stated in US Dollars)

												Cumulative	~~Cumulative~~
												From	~~From~~
													September 29,
		Three Months Ended					Nine Months Ended					September 29,
		Three Months Ended June 30						Six Months Ended June 30					2005 to
		September 30					September 30					2005 to
		2009		2008	~~2008~~		2009	~~2009~~		2008	~~2008~~	September 30, 2009	~~June 30, 2009~~
Supplementary Disclosure for Non-Cash Investing and Financing Activities
Settlement of amounts due to related party by issuance of shares	$	-	$	$-	-	$	$-	-	$	$-	-$	$2,500	~~2,500~~
Issuance of convertible debenture for oil and gas property finders fees	$	-	$	$-	-	$	$-	-	$	$-	-$	$500,000	~~500,000~~
Intrinsic value of the beneficial feature of convertible debentures (Note 5)	$	-		$	-		$	-		$	-	$	1,026.000
Intrinsic value of the beneficial feature of convertible debentures (Note 6)	$		$	-		$			$	-	$	1,026,000
Loss(Gain) on embedded derivative liabilities (Note 5)	$	(41,600	)	$	(67,000	)	$	(49,700	)	$	121,600	$	(636,000	)
Discount on convertible note												(1,091	)
Cancellation of capital stock on disposal of subsidiary	$	-		$	-		$	-		$	-	$	(6,050	)
Discount on related party note												(7,850	)
Common shares issued on conversion of debenture and accrued interest	$	-		$	-		$	-		$	-	$	512,500
Additional paid in capital												13,223
Intrinsic value of the beneficial conversion feature convertible debentures (Note 5)	$	-		$	-		$	-		$	-	$	1,026,000
Loss(Gain) on embedded derivative liabilities (Note 6)	$	-	$	(58,000	)	$	(49,700	)	$	63,600	$	(636,000	)
Assets sold on disposal of subsidiary	$	-		$	-		$	-		$	-	$	119,277
Cancellation of capital stock on disposal of subsidiary	$	-	$	-		$	-		$	-	$	(6,050	)
Liabilities cancelled on disposal of subsidiary	$	-		$	-		$	-		$	-	$	(130,187	)
Common shares issued on conversion of debenture and accrued interest	$	-	$	-		$	-		$	-	$	512,500
Stock compensation expense	$			$	12,680		$	-		$	35,055	$	180,000
Intrinsic value of the beneficial conversion feature convertible debentures (Note 6)	$	-	$	-		$	-		$	-	$	1,026,000
Supplementary Cash Flow
Assets sold on disposal of subsidiary	$	-	$	-		$	-		$	-	$	119,277
Disclosures
Liabilities cancelled on disposal of subsidiary	$	-	$	-		$	-		$	-	$	(130,187	)
Interest paid	$	-		$	-		$	-		$	-	$	-
Stock compensation expense	$		$			$	-		$	-	$	180,000
Income taxes paid	$	-		$	-		$	-		$	-	$	-
Supplementary Cash Flow Disclosures
Interest paid	$	-	$	-		$	-		$	-	$	-
Income taxes paid	$	-	$	-		$	-		$	-	$	-
See the accompanying notes to the unaudited financial statements

See the accompanying notes to the unaudited financial statements

OYCO, INC.

(Formerly known as Texola Energy Corporation)

(An Exploration Stage Company)

INTERIM STATEMENT OF STOCKHOLDERS’ EQUITY

(Unaudited)

For the period October 21, 2003 (date of inception) to ~~June~~September 30, 2009

(Stated in US Dollars)

										Deficit
	Common Shares									Accumulated			Accumulated
							Additional			During the			~~Accumulated~~Compre-
							Paid In			Exploration			~~Comprehensive~~hensive			Special
	Shares			Amount			Capital			Stage			Loss			Distribution			Total
Common shares issued for cash at $0.2 per share October 14, 2003	2,500		$	500		$	(400	)	$	-		$	-		$	-		$	100
Special distribution	-			-			-			-			-			(3,300	)		(3,300	)
Net loss for the period	-			-			-			(3,900	)		-			-			(3,900	)
Balance - December 31,2003	2,500		$	500		$	(400	)	$	(3,900	)	$	-		$	(3,300	)	$	(7,100	)
Common shares issued for cash at $0.001 per share	449,500			89,900			(44,950	)		-			-			-			44,950
Foreign currency translation	-			-			-			-			(526	)		-			(526	)
Net loss for the year	-			-			-			(63,464	)		-			-			(63,464	)
Balance - December 31, 2004	452,000		$	90,400		$	(45,350	)	$	(67,364	)	$	(526	)	$	(3,300	)	$	(26,140	)
Common shares issued in settlement of loan from related party at $20.0 per share	125			3			2,497			-			-			-			2,500
Stock based compensation	-			-			45,000			-			-			-			45,000
Discontinued operations	(302,500	)		(6,050	)		54,450			-			526			3,300			(2,224	)
Net loss for the year	-			-			-			(82,257	)		-			-			(82,257	)
Balance - December 31, 2005	149,625		$	29,925		$	56,575		$	(149,621	)	$	-		$	-		$	(63,121	)
Common shares issued on conversion of debenture and accrued interest	5,125			1,025			511,475			-			-			-			512,500
Intrinsic value of the beneficial conversion feature of the convertible debentures (Note 6a and 6b)	-			-			390,000			-			-			-			390,000
Common shares issued pursuant to private placement at $99.985 per share	2,317			463			231,203			-			-			-			231,666
Common shares issued pursuant to private placement at $99.985 per share (Note 7a)	2,317			463			231,203			-			-			-			231,666
Stock based compensation							99,945												99,945
Net loss for the period	-			-			-			(1,944,298	)		-			-			(1,944,298	)
Balance - December 31, 2006	157,067		$	31,413		$	1,289,198		$	(2,093,919	)	$	-		$	-		$	(773,308	)
Stock based compensation							35,055												35,055
Net loss for the year	-			-						(2,459,593	)		-			-			(2,459,593	)
Balance – December 31 , 2007	157,067		$	31,413		$	1,324,253		$	(4,553,512	)	$	-		$	-		$	(3,197,846	)
Net income for the year										(57,284	)								(57,284	)
Net loss for the year										(57,284	)								(57,284	)
Balance – December 31 , 2008	157,067			31,413			1,324,253			(4,610,796	)								(3,255,130	)
Net income for the period										3624,~~039~~847									3624,~~039~~847
Balance – June 30, 2009	157,067		$	31,413		$	1,324,253		$	(4,574,757	)	$			$			$	(3,219,091	)
Discount on convertible notes							1,138
Discount on related party note payable							12,085
Balance – September 30, 2009	157,067		$	31,413		$	1,337,476		$	(4,585,949	)	$			$			$	(3,217,060	)
See the accompanying notes to the unaudited financial statements

See the accompanying notes to the unaudited financial statements

OYCO, INC.

(Formerly known as Texola Energy Corporation)

(An Exploration Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

(Unaudited)

~~June~~September 30, 2009

(Stated in US Dollars)


Note 1	Interim Financial Statements

While the information presented in the accompanying interim financial statements is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with the accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the Company’s December 31, 2008 annual audited financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company’s December 31, 2008 annual audited financial statements.

Operating results for the ~~six~~nine months ended ~~June~~September 30, 2009 are not necessarily indicative of the results that can be expected for the year ended December 31, 2009.


Note 2	Nature and Continuance of Operations

On October 24, 2005, the predecessor company, Sound Technology, Inc. changed its name to “Texola Energy Corporation. On following a merger with it’s wholly owned subsidiary Texola Energy Corporation (“Texola”). Texola was incorporated on September 29, 2005, for the purpose of changing the Company’s name.

Sound Technology, Inc. was incorporated in Nevada, U.S.A. on October 14, 2003.

Effective May 11, 2009, we completed a merger with our subsidiary, Oyco, Inc., a Nevada corporation., incorporated on April 20, 2009. As a result, we have changed our name from “Texola Energy Corporation” to “Oyco, Inc.”(“the Company”). We changed the name of our company to better reflect the direction and business of our company

The Company is an exploration stage company.

In 2003, the Company acquired Audiyo Inc. (“Audiyo”), a company incorporated in Ontario, Canada. Audiyo is an audio component Internet retailer with an interactive user-friendly website, www.audiyo.com, that enables the DIY (do-it-yourself) hobbyist to build sound systems by themselves at a price substantially less than current retail prices. Audiyo’s website provides step-by-step process instructions with visuals including tools and components required to build audio projects.

The Company changed its focus toward oil and gas exploration and effective December 31, 2005, completed the transaction disposing of its 100% interest in Audiyo to the former directors. Accordingly, the cumulative amounts to date include the results of operations from the date of change of business focus, September 29, 2005 to December 31, 2005

On November 1, 2005, the Company affected a forward split of its issued and outstanding common shares on a 10 for 1 basis, increasing the authorized number of shares from 75,000,000 with a par value of $0.001 to 750,000,000 with a par value of $0.001. The issued shares were likewise increased from 9,040,000 with a par value of $0.001 to 90,400,000 with a par value of $0.001. All common stock and per share amounts referred to in these financial statements have been adjusted to reflect the stock split.

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.

In addition, effective May 11, 2009, we effected a one (1) for two hundred (200) reverse stock split of our authorized, issued and outstanding common stock. As a result, our authorized capital has decreased from 750,000,000 shares of common stock with a par value of $0.001 to 3,750,000 shares of common stock with a par value of $0.001. Our issued and outstanding share capital has decreased from 31,413,333 shares of common stock to 157,067 shares of common stock.

At ~~June~~September 30, 2009, the Company had not yet achieved profitable operations, has accumulated losses of $4,~~524~~585,~~024~~949 since its inception, has a working capital deficiency of $~~301~~302,~~828~~085 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances; however there is no assurance of additional funding being available.


3.	Oil and Gas Properties


	Chinchaga Property, Alberta, Canada

The Company, together with 5 partners (the “Group”), entered into a farmout arrangement for the Chinchaga property with Suncor Energy Inc. of Calgary, Alberta. Pursuant to the arrangement the Group participated in a 100% working interest in the costs to drill an exploratory well on approximately 18,000 acres of leases owned by Suncor Energy Inc. On completion of the first well the group was to earn a 100% working interest in approximately 7,000 acres and have an option to drill a second well in 2008 on the remaining lands. Suncor Energy was to retain a 12.5% gross overriding royalty in the lands.

The Company was a minority partner with a 10% working interest, which is subject to change depending upon future cash participation.

On February 21, 2008, due to depressed market conditions arising from the US sub-prime issues and the Company’s inability to raise the significant exploration capital required to maintain and explore its oil and gas properties and leases, the Company made a decision to abandon its projects located in Brown County, Kansas, and Maverick Springs, Nevada and postponed further funding and exploration at Chinchaga, Alberta. As a result the investments in the Brown County and Maverick Springs projects, totalling $2,124,061, were written off to $Nil to reflect the impairment of the assets in accordance with generally accepted accounting principles.

As of ~~June~~September 30, 2009 $~~395~~513 (~~June~~September 30, 2008 - $~~364~~1,400) was expended in drilling costs.


4.	Loans Payable

Loans payable consist of ~~four~~two loans of $~~25,200, $97,000, $~~100,000 ~~and~~& $50,000, made by unrelated parties to the Company. The ~~$25,200 and $97,000~~ loans are unsecured, non-interest bearing and ~~fall~~are due on ~~April~~demand. On 30December 31, ~~2010~~2008 ~~and~~the ~~May~~loans 20payable consisted of four loans of $100,000, ~~2010~~$50,000, $25,200 & $97,000 from unrelated parties. The $100,000 and $50,000 ~~loans~~bear ~~are~~no ~~unsecured~~interest and were due on demand. The $25,200 ~~non~~and ~~interest~~$97,000 ~~bearing~~bear no interest and were due onApril ~~demand~~30, 2009 and May 20, 2009.

5. ~~Convertible~~Related ~~Debentures~~party loan payable

a)Related Onparty ~~March~~loans 8,consist ~~2006,~~of ~~the~~two ~~Company~~loans ~~issued~~of a$25,200 ~~Convertible~~and ~~Debenture in the amount of~~ $197,~~300,~~000. ~~The~~due ~~Debenture~~to ~~bears~~a ~~interest~~company atdirector. They 6%bear ~~per~~no ~~annum,~~interest and ~~falls~~are due ~~November~~April 130, ~~2008.~~2010 ~~The Debenture~~ and ~~accrued~~May ~~interest~~20, ~~may be converted at the option of the holder into “Units” of the Company~~2010. The ~~Each~~loans ~~Unit~~have ~~consists~~been ofdiscounted ausing ~~common share at $1.00 per share and one share purchase warrant to acquire one additional share of~~ the ~~Company~~interest ~~at $1~~method.50 ~~per share, expiring two years subsequent to the date of conversion.~~ The ~~Company~~imputed ~~determined~~interest ~~that~~rate ~~the~~is 610% Convertible Debentures (Notes 5a ) should be accounted for in accordance with EITF No. 98-5 "Accounting for Convertible Securities with Beneficial Conversion Features", the beneficial conversion feature is calculated at its intrinsic value (that is, the difference between the conversion price and the ~~fair~~discount ~~value of the common stock into which the debt~~ is ~~convertible,~~being ~~multiplied~~amortized byover the ~~number~~term of ~~shares into which~~ the ~~debt is convertible) at the commitment date~~loans. A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is then allocated to additional paid-in capital. Because the debt is convertible at the date of issuance, the debt discount is charged to interest expense at the date of issuance.


	September 30	December 31
	2009	2008
Imputed interest rate	10%	-
Related party loan payable	$122,200	-
Less: Discount	(7,851)	-
Net related party loan payable	$114,349	-

~~On August 31, 2007 the terms of the debenture were amended to suspend the accrual of interest on this debenture, effective August 31, 2007~~6. Accrued interest as at August 31, 2007 of $113,969 is included in the principal balance of $1,413,969. Each $1.00 of the Debenture may be converted at the option of the holder into common stock of the Company at the lower of $0.25 or 85% of the market price of the common stock at the time of conversion. b) On May 10, 2006, the Company issued a Convertible Debenture in the amount of $300,000. The Debenture bears interest at 8% per annum, and falls due May 10, 2008. Each $1.00 of the Debenture and accrued interest may be converted at the option of the holder into common stock of the Company at the lower of $1.00 or the market price of the common stock at the time of conversion. On August 31, 2007 the terms of the debenture were amended to suspend the accrual of interest on this debenture, effective August 31, 2007. Accrued interest as at August 31, 2007 of $29,658 is included in the principal balance of $329,658. Each $1.00 of the Debenture may be converted at the option of the holder into common stock of the Company at the lower of $0.25 or 85% of the market price of the common stock at the time of conversion.Debentures

~~c) On September 1, 2006, the Company issued~~ a Convertible Debenture in the amount of $400,000. The Debenture bears interest at 8% per annum, and falls due September 1, 2007. Each $1.00 of the Debenture and accrued interest may be converted at the option of the holder into common stock of the Company at the lower of $0.80 or 90% of the market price of the common stock at the time of conversion. On August 31, 2007 the terms of the debenture were amended to suspend the accrual of interest on this debenture, effective August 31, 2007. Accrued interest as at August 31, 2007 of $31,240 is included in the principal balance of $431,240. Each $1.00 of the Debenture may be converted at the option of the holder into common stock of the Company at the lower of $0.25 or 85% of the market price of the common stock at the time of conversion. d) On November 15, 2006, the Company issued a Convertible Debenture in the amount of $700,000. The Debenture bears interest at 8% per annum, and falls due November 15, 2007. Each $1.00 of the Debenture and accrued interest may be converted at the option of the holder into common stock of the Company at the lower of $0.80 or 90% of the market price of the common stock at the time of conversion. On August 31, 2007 the terms of the debenture were amended to suspend the accrual of interest on this debenture, effective August 31, 2007. Accrued interest as at August 31, 2007 of $42,396 is included in the principal balance of $742,396. Each $1.00 of the Debenture may be converted at the option of the holder into common stock of the Company at the lower of $0.25 or 85% of the market price of the common stock at the time of conversion. e) The company determined that the conversion feature of the 8% Convertible Debentures (Notes5b, 5c and 5e) is required to be accounted for as a derivative, according to Statement of Accounting Standards No. 133 (SFAS 133) and Emerging Issues Task Force Abstract Issue No. 00-19 (EITF 00-19), as the conversion feature met the attributes of a liability. The company determined that the conversion feature of the 0% Convertible Debentures (Notes 5a, 5b, 5c and 5d) is required to be accounted for as a derivative, according to Statement of Accounting Standards No. 133 (SFAS 133) and Emerging Issues Task Force Abstract Issue No. 00-19 (EITF 00-19), as the conversion feature met the attributes of a liability. As at June 30, 2009 the fair value of the conversion feature of the 0% Convertible Debentures estimated using the Black-Scholes option pricing model has been recorded as a current liability in the amount of $0 (December 31, 2008 - $49,700). Changes in the fair value of the value of the derivative are recorded as a “gain (loss) on embedded derivative liability”. The Company recorded an interest expense at the inception of the conversion feature, as the notes are immediately convertible at the option of the lender.

On March 8, 2006, the Company issued a Convertible Debenture in the amount of $1,300,000. The Debenture bears interest at 6% per annum, and falls due November 1, 2008. The Debenture and accrued interest may be converted at the option of the holder into “Units” of the Company. Each Unit consists of a common share at $1.00 per share and one share purchase warrant to acquire one additional share of the Company at $1.50 per share, expiring two years subsequent to the date of conversion.

The Company determined that the 6% Convertible Debentures (Notes 5a ) should be accounted for in accordance with EITF No. 98-5 "Accounting for Convertible Securities with Beneficial Conversion Features", the beneficial conversion feature is calculated at its intrinsic value (that is, the difference between the conversion price and the fair value of the common stock into which the debt is convertible, multiplied by the number of shares into which the debt is convertible) at the commitment date. A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is then allocated to additional paid-in capital. Because the debt is convertible at the date of issuance, the debt discount is charged to interest expense at the date of issuance.

On August 31, 2007 the terms of the debenture were amended to suspend the accrual of interest on this debenture, effective August 31, 2007. Accrued interest as at August 31, 2007 of $113,969 is included in the principal balance of $1,413,969. Each $1.00 of the Debenture may be converted at the option of the holder into common stock of the Company at the lower of $50 or 85% of the market price of the common stock at the time of conversion.

On September 1, 2009, the debenture was discounted to $1,413,441. The debenture note is due on September 1, 2011. The discount is amortized over the term of the note and the resulting interest is expensed.


		September 30		December 31
		2009		2008
Debenture note payable	$	1,413,969		-
Less: Discount		(528	)	-
Net Debenture note payable	$	1,413,441		-

On May 10, 2006, the Company issued a Convertible Debenture in the amount of $300,000. The Debenture bears interest at 8% per annum, and falls due May 10, 2008. Each $1.00 of the Debenture and accrued interest may be converted at the option of the holder into common stock of the Company at the lower of $1.00 or the market price of the common stock at the time of conversion.

On August 31, 2007 the terms of the debenture were amended to suspend the accrual of interest on this debenture, effective August 31, 2007. Accrued interest as at August 31, 2007 of $29,658 is included in the principal balance of $329,658. Each $1.00 of the Debenture may be converted at the option of the holder into common stock of the Company at the lower of $50 or 85% of the market price of the common stock at the time of conversion.

On September 1, 2009, the debenture was discounted to $329,405. The debenture note is due on September 1, 2011. The discount is amortized over the term of the note and the resulting interest is expensed.


		September 30		December 31
		2009		2008
Debenture note payable	$	329,529		-
Less: Discount		(124	)	-
Net Debenture note payable	$	329,405		-

On September 1, 2006, the Company issued a Convertible Debenture in the amount of $400,000. The Debenture bears interest at 8% per annum, and falls due September 1, 2007. Each $1.00 of the Debenture and accrued interest may be converted at the option of the holder into common stock of the Company at the lower of $0.80 or 90% of the market price of the common stock at the time of conversion.

~~The~~On ~~fair~~August ~~value~~31, 2007 the terms of the 0%debenture ~~Convertible~~were ~~Debentures~~amended asto atsuspend ~~June~~the 30accrual of interest on this debenture, ~~2009~~effective ~~and~~August ~~December~~31, 2007. Accrued interest as at August 31, ~~2008~~2007 of $31,240 is ~~estimated~~included ~~using~~in the ~~Black-Scholes~~principal balance of $431,240. Each $1.00 of the Debenture may be converted at the option ~~pricing~~of ~~model~~the ~~with~~holder into common stock of the ~~following~~Company ~~weighted~~at ~~average~~the ~~assumptions:~~lower of $50 or 85% of the market price of the common stock at the time of conversion.

	June 30	December 31
	2009	2008
Risk free interest rate	.19%	.26%
Expected life – years	.16	.67
Expected volatility	0%	120%
Expected dividend yield	-	-
Weighted average of fair value of options granted	$0.00	$0.00427

On September 1, 2009, the debenture was discounted to $431,079. The debenture note is due on September 1, 2011. The discount is amortized over the term of the note and the resulting interest is expensed.

6.	Capital Stock
		September 30		December 31
a)	Stock Issuances
		2009		2008
Debenture note payable	$	431,240		-
Less: Discount		(161	)	-
Net Debenture note payable	$	431,079		-

~~There was no stock issuances during the three month period ended June 30, 2009.~~d)

On ~~May~~November 1115, ~~2009~~2006, the Company ~~effected~~issued a ~~one~~Convertible ~~(1)~~Debenture ~~for~~in ~~two~~the ~~hundred~~amount ~~(200) reverse stock split~~ of ~~our authorized~~$700,000. The ~~issued~~Debenture ~~and~~bears ~~outstanding~~interest ~~common~~at ~~stock.~~8% Asper ~~a result~~annum, ~~the~~and ~~authorized~~falls ~~capital~~due ~~decreased~~November ~~from 750~~15,~~000,000~~ ~~shares~~2007. Each $1.00 of ~~common~~the ~~stock~~Debenture ~~with~~and aaccrued ~~par~~interest ~~value~~may ofbe ~~$0.001~~converted toat ~~3,750,000~~the ~~shares~~option of the holder into common stock ~~with~~of athe ~~par~~Company ~~value~~at the lower of $0.~~001.~~80 ~~The~~or ~~issued~~90% ~~and~~of ~~outstanding~~the ~~share~~market ~~capital~~price ~~decreased from 31,413,333 shares~~ of the common stock toat ~~157,067~~the ~~shares~~time of ~~common stock~~conversion.

On August 31, 2007 the terms of the debenture were amended to suspend the accrual of interest on this debenture, effective August 31, 2007. Accrued interest as at August 31, 2007 of $42,396 is included in the principal balance of $742,396. Each $1.00 of the Debenture may be converted at the option of the holder into common stock of the Company at the lower of $50 or 85% of the market price of the common stock at the time of conversion.

On September 1, 2009, the debenture was discounted to $742,118. The debenture note is due on September 1, 2011. The discount is amortized over the term of the note and the resulting interest is expensed.


		September 30		December 31
		2009		2008
Debenture note payable	$	742,396		-
Less: Discount		(277	)	-
Net Debenture note payable	$	742,118		-

The company determined that the conversion feature of the 8% Convertible Debentures (Notes5b, 5c and 5e) is required to be accounted for as a derivative, according to Statement of Accounting Standards No. 133 (SFAS 133) and Emerging Issues Task Force Abstract Issue No. 00-19 (EITF 00-19), as the conversion feature met the attributes of a liability.

The company determined that the conversion feature of the 0% Convertible Debentures (Notes 5a, 5b, 5c and 5d) is required to be accounted for as a derivative, according to Statement of Accounting Standards No. 133 (SFAS 133) and Emerging Issues Task Force Abstract Issue No. 00-19 (EITF 00-19), as the conversion feature met the attributes of a liability. As at September 30, 2009 the fair value of the conversion feature of the 0% Convertible Debentures estimated using the Black-Scholes option pricing model has been recorded as a current liability in the amount of $Nil (December 31, 2008 - $49,700).

Changes in the fair value of the value of the derivative are recorded as a “gain (loss) on embedded derivative liability”. The Company recorded an interest expense at the inception of the conversion feature, as the notes are immediately convertible at the option of the lender.

The fair value of the 0% Convertible Debentures as at September 30, 2009 and December 31, 2008 is estimated using the Black-Scholes option pricing model with the following weighted average assumptions:


	September 30	December 31
	2009	2008
Risk free interest rate	0%	.26%
Expected life – years	0	.67
Expected volatility	0%	120%
Expected dividend yield	-	-
Weighted average of fair value of options granted	$0.00	$0.00427


7.	Capital Stock

a)	Stock Issuances

There was no stock issuances during the three month period ended September 30, 2009.

On May 11, 2009, the Company affected a one (1) for two hundred (200) reverse stock split of our authorized, issued and outstanding common stock. As a result, the authorized capital decreased from 750,000,000 shares of common stock with a par value of $0.001 to 3,750,000 shares of common stock with a par value of $0.001. The issued and outstanding share capital decreased from 31,413,333 shares of common stock to 157,067 shares of common stock.

Stock Options

The Company has a stock option plan that provides for the issuance of stock options to its officers, directors, employees and consultants. Stock options must be non-transferable and the aggregate number of shares that may be reserved for issuance pursuant to stock options may not exceed 25,000 common shares of the Company. The exercise price of stock options is determined by the board of directors of the Company at the time of grant and may not be less than the fair market price of the common stock at the date of grant. Options have a maximum term of ten years. Vesting of options is made at the time of granting of the options at the discretion of the board of directors. Once approved and vested, options are exercisable at any time.

As at ~~June~~September 30, 2009 there were no stock options outstanding.


7.	Related Party Transaction

On June 15, 2009 the lender of ~~the~~a loan due on May 20, 2010 in the amount of $97,000 and ~~the~~a loan due on April 30, 2010 in the amount of $25,200 assigned all past, current and future rights, title and interest to the President.


ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the United States Securities Exchange Act of 1934. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors” that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

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

Our unaudited interim financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles. The following discussion should be read in conjunction with our unaudited interim financial statements and the related notes that appear elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all references to "common shares" refer to common shares in the capital of our Company and the terms “Company” "we", "us" and "our" mean Oyco, Inc.

Corporate History

We were incorporated pursuant to the laws of the State of Nevada on October 14, 2003 under the name Sound Technology, Inc. On September 29, 2005, we incorporated a wholly-owned Nevada subsidiary for the sole purpose of effecting a name change through a merger with our subsidiary. On October 24, 2005, we merged our subsidiary with and into our Company, with our Company continuing on as the surviving corporation under the name Texola Energy Corporation. Our name change was effected with NASDAQ on November 7, 2005 and our common shares became quoted on the OTC Bulletin Board on November 7, 2005 under the new stock symbol of "TXLA". In addition, on October 26, 2005 we affected a ten (10) for one (1) forward stock split of our authorized, issued and outstanding common stock. As a result, our authorized capital increased from 75,000,000 shares of common stock to 750,000,000 shares of common stock.

Our principal business office is located at #477 1313 E Maple St., Suite 201, Bellingham Washington 98225. Our registered office for service in the State of Nevada is located at Suite 300, 7251 West Lake Mead, Las Vegas, Nevada.

From our incorporation until November 2005, we were an audio component retailer. We supplied audio products to the audio do-it-yourself and original equipment manufacturer markets. As management investigated opportunities and challenges in the business of audio retail and distribution, management realized that the business did not present the best opportunity for our Company to realize value for our shareholders. As a result, our Company decided to abandon the audio retail and distribution business and sell all of the issued and outstanding shares of our wholly-owned subsidiary.

On November 16, 2005, we entered into a share purchase agreement among our Company, Raymond Li, Simon Au, and Patrick Fung. Pursuant to the terms of the share purchase agreement, we agreed to sell all of the issued and outstanding shares in the capital of Audiyo, Inc., our wholly-owned operating subsidiary, to Mr. Li, Mr. Au and Mr. Fung in exchange for: (i) the return and cancellation of all shares of our Company held by such individuals; and (ii) the waiver and forgiveness of any outstanding amounts owed by our Company to the three individuals. On January 5, 2006, we closed the share purchase agreement among our Company, and Messrs. Li, Av and Fung, as reported on our current report on Form 8-K/A filed March 20, 2006.

Effective May 11, 2009, we completed a merger with our subsidiary, Oyco, Inc., a Nevada corporation. As a result, we have changed our name from “Texola Energy Corporation” to “Oyco, Inc.” We changed the name of our company to better reflect the future direction and business of our company.

Current Business

We are an exploration stage company engaged in the acquisition of prospective oil and gas properties. Following the change in our business, we conducted due diligence on potential acquisitions of suitable oil and gas properties. As a result of the due diligence, we entered into ~~three~~nine arrangements to acquire the oil and gas interests in the following locations: (i) Brown County, Kansas, United States; (ii) Maverick Spring Prospect, Nevada, United States; and (iii) Chinchaga Prospect, Alberta, Canada.

On February 21, 2008, due to depressed market conditions arising from the US sub-prime issues and the Company’s inability to raise the significant exploration capital required to maintain and explore its oil and gas properties and leases, the Company made a decision to abandon its projects located in Brown County, Kansas, and Maverick Springs, Nevada and postponed further funding and exploration at Chinchaga, Alberta. As a result and in conjunction with the Company’s audit for the year ended December 31, 2007, the investments in the Brown County and Maverick Springs projects, totalling $2,124,061, were written off to $Nil to reflect the impairment of the assets in accordance with generally accepted accounting principles.

The analysis of any future property interests will be undertaken by or under the supervision of our management and board of directors. Although the oil and gas industry is currently very competitive, management believes that many undervalued prospective properties remain available for acquisition purposes.

Competitors

We are an exploration stage company engaged in the acquisition of prospective oil and gas properties. We compete with other companies for both the acquisition of prospective properties and the financing necessary to develop such properties.

We conduct our business in an environment that is highly competitive and unpredictable. In seeking out prospective properties, we have encountered intense competition in all aspects of our business as we compete directly with other development stage companies as well as established international companies. Many of our competitors are national or international companies with far greater resources, capital and access to information than us. Accordingly, these competitors may be able to spend greater amounts on the acquisition of prospective properties and on the exploration and development of such properties. In addition, they may be able to afford greater geological expertise in the exploration and exploitation of mineral and oil and gas properties. This competition could result in our competitors having resource properties of greater quality and attracting prospective investors to finance the development of such properties on more favorable terms. As a result of this competition, we may become involved in an acquisition with more risk or obtain financing on less favorable terms.

Governmental Regulations

The exploration and development of oil and gas properties is subject to various United States federal, state and local governmental regulations. Our company may from time to time, be required to obtain licenses and permits from various governmental authorities in regards to the exploration of our property interests.

If our company proceeds with the development of future properties, we anticipate that we will be subject to increased governmental regulation. Matters subject to regulation include discharge permits for drilling operations, drilling and abandonment bonds, reports concerning operations, the spacing of wells, and pooling of properties and taxation. From time to time, regulatory agencies have imposed price controls and limitations on production by restricting the rate of flow of oil and gas wells below actual production capacity in order to conserve supplies of oil and gas. The production, handling, storage, transportation and disposal of oil and gas, by-products thereof, and other substances and materials produced or used in connection with oil and gas operations are also subject to regulation under federal, state, provincial and local laws and regulations relating primarily to the protection of human health and the environment. As our company has not proceeded to the development of our properties, we have not incurred any expenditures related to complying with such laws, or for remediation of existing environmental contamination. The requirements imposed by such laws and regulations are frequently changed and subject to interpretation, and we are unable to predict the ultimate cost of compliance with these requirements or their effect on our operations.

Plan of Operations

Our plan of operation for the next twelve months is to concentrate on restructuring its current debt, identifying potential sources of capital and seeking out joint venture partners to participate in future exploration prospects and ~~business~~ activities. We can provide no assurance, however, that we will be able to raise capital and/or continue to have the support of joint venture partners and lenders.

In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Any such business combination or acquisition of a business opportunity may require management of our company to sell or transfer all or a portion of the shares they hold in our company and require such individuals to resign as members of our board. The resulting change in control of our company could result in the removal of one or more of our present officers and directors and a corresponding reduction in or elimination of their participation in the future affairs of our company.

The search for and analysis of new business opportunities will be undertaken by our current management who are not professional business analysts. In seeking or analyzing prospective business opportunities, our management may utilize the services of outside consultants or advisors.

Management does not have the capacity to conduct as extensive an investigation of a target business as might be undertaken by a venture capital fund or similar institution. As a result, management may elect to merge with a target business which has one or more undiscovered shortcomings and may, if given the choice to select among target businesses, fail to enter into an agreement with the most investment-worthy target business. Likewise, no assurances can be given that we will be able to enter into an agreement with a target business.

We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Management believes that there are numerous firms in various industries seeking the perceived benefits of being a publicly registered corporation. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We can provide no assurance that we will be able to locate compatible business opportunities.

Management will be required to raise additional funds or seek a joint venture arrangement if it is to meet its proposed programs and objectives. As outlined below, management may reassess its going forward plans on its Maverick Springs program.

Results of Operations for the ~~Six~~Nine months Ended ~~June~~September 30, 2009 and ~~June~~September 30, 2008

Revenues for the ~~six~~nine months ended ~~June~~September 30, 2009 and ~~June~~September 30, 2008 were $Nil.

~~Expenses~~Income for the ~~six~~nine months ended ~~June~~September 30, 2009 were $~~(36~~24,~~039)~~847 compared to $~~157~~(108,~~734for~~006) for the ~~six~~nine months ended ~~June~~September 30, 2008 resulting in aan ~~decrease of~~ $~~193~~132,~~773~~853 increase. The $3624,~~039~~847 income for the ~~six~~nine months ended ~~June~~September 30, 2009 consisted of a gain of $49,700 on embedded derivative liabilities, management fees of $1,~~002~~502, $104,~~072in~~235 interest discount on related party loan, interest discount on convertible note of $47, $13,831 in audit and accounting fees and the remaining $25,~~587~~238 in general and administrative expenses.

The net income ~~(loss)~~ for the ~~six~~nine months ended ~~June~~September 30, 2009 was $3624,~~039~~847 compared to a net loss of $~~(157~~108,~~734)~~006 for the ~~six~~nine months ended ~~June~~September 30, ~~2009~~2008.

As of ~~June~~September 30, 2009, our Company had cash $~~190~~269 and a working capital deficiency of $~~301~~300,~~828~~887


Estimated Expenses to December 31, 2009

Operating Expenses
Consultants	$	25,000
Professional Fees	$	40,000
General and Administrative Expenses	$	25,000
Total	$	90,000

LIQUIDITY AND CAPITAL RESOURCES

As of ~~June~~September 30, 2009, we had $~~190~~269 in cash and total current assets of $~~1,021~~599 and $~~302~~301,~~849~~486 in current liabilities. The current liabilities primarily consisted of accounts payable, accrued liabilities, loans payable and a derivative liability. We had a working capital deficiency of $~~301~~300,~~828~~887 as of ~~June~~September 30, 2009.

To date, we have had negative cash flows from operations and we have been dependent on sales of our equity securities and debt financing to meet our cash requirements. We expect this situation to continue for the foreseeable future. We anticipate that we will have negative cash flows during our fiscal year ended December 31, 2009.

~~We incurred income of $37,383 for the three month period ended June 30, 2009~~. As indicated above, our estimated working capital requirements and projected operating expenses for the next twelve month period total $90,000. As we do not have the funds necessary to cover our projected operating expenses for the next twelve month period, we will be required to raise additional funds through the issuance of equity securities or through debt financing. There can be no assurance that we will be successful in raising the required capital or that actual cash requirements will not exceed our estimates. We intend to fulfill any additional cash requirement through the sale of our equity securities.

Given that we are an exploration stage company and have not generated revenues to date, our cash flow projections are subject to numerous contingencies and risk factors beyond our control, including exploration and development risks, competition from well-funded competitors, and our ability to manage growth. We can offer no assurance that our Company will generate cash flow sufficient to meet our cash flow projections or that our expenses will not exceed our projections. If our expenses exceed estimates, we will require additional monies during the next twelve months to execute our business plan.

There are no assurances that we will be able to obtain funds required for our continued operation. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain additional financing on a timely basis, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease the operation of our business.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further long-term financing, successful exploration and development of our property interests and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Capital Expenditures

As of ~~June~~September 30, 2009, our Company did not have any material commitments for capital expenditures and management does not anticipate that our Company will spend additional material amounts on capital expenditures during the next twelve month period.

Off-Balance Sheet Arrangements

Our Company has no outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. Our Company does not engage in trading activities involving non-exchange traded contracts.

Critical Accounting Policies

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures of our Company. Although these estimates are based on management's knowledge of current events and actions that our Company may undertake in the future, actual results may differ from such estimates.

Going Concern

We are in the exploration stage, and have not attained profitable operations and are dependent upon obtaining financing to carry out our business plan. For these reasons our independent auditors stated in their report on our audited financial statements that they have substantial doubt we will be able to continue as a going concern. Our financial statements have been prepared assuming we will continue as a going concern. Our accumulated deficit, after writing off its interests in the Brown County and Maverick Springs properties, amounts to $4,~~574~~535,~~757~~216 as at ~~June~~September 30, 2009. The continuation of our business is dependent upon us raising additional finances and the support of our lenders. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There can be no assurances that we will be successful in raising additional cash to finance operations. If not, we will be required to reduce operations and/or liquidate assets. Our financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.

The audited financial statements included with our annual report filed with the Securities and Exchange Commission have been prepared on the going concern basis which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business. Accordingly, the audited financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.

In order to continue as a going concern, we require additional financing. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to continue as a going concern, we would likely be unable to realize the carrying value of our assets reflected in the balances set out in our financial statements.

Oil and Gas Properties

We utilize the full cost method to account for our investment in oil and gas properties. Accordingly, all costs associated with acquisition, exploration and development of oil and gas reserves, including such costs as leasehold acquisition costs, capitalized interest costs relating to unproved properties, geological expenditures, tangible and intangible development costs including direct internal costs are capitalized to the full cost pool. As of ~~June~~September 30, 2009, we had no properties with proven reserves. When we obtain proven oil and gas reserves, capitalized costs, including estimated future costs to develop the reserves and estimated abandonment costs, net of salvage, will be depleted on the units-of-production method using estimates of proven reserves. Investments in unproven properties and major development projects including capitalized interest, if any, are not amortized until proven reserves associated with the projects can be determined. If the future exploration of unproven properties are determined uneconomical the amount of such properties are added to the capitalized cost to be amortized. As of ~~June~~September 30, 2009, all of our oil and gas properties were unproven and were excluded from depletion. At ~~June~~September 30, 2009, management believes none of our unproven oil and gas properties reflected on the balance sheet were impaired.

The capitalized costs included in the full cost pool are subject to a “ceiling test”, which limits such costs to the aggregate of the estimated present value, using a ten percent discount rate, of the future net revenues from proven reserves, based on current economic and operating conditions.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures of our company. Although these estimates are based on management's knowledge of current events and actions that our company may undertake in the future, actual results may differ from such estimates.

Going Concern

We are in the exploration stage, and have not attained profitable operations and are dependent upon obtaining financing to carry out our business plan. For these reasons our independent auditors stated in their report on our audited financial statements for the year ended December 31, 2008 that they have substantial doubt we will be able to continue as a going concern. Our financial statements have been prepared assuming we will continue as a going concern. Our accumulated deficit amounts to $4,~~574~~585,~~757~~949 as at ~~June~~September 30, 2009. The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

NEW ACCOUNTING PRONOUNCEMENTS

We have determined that there were no new accounting pronouncements as of ~~August~~September 430, 2009 which have a material effect on our company or our operations.

18ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~RISK~~Market ~~FACTORS~~risk is the sensitivity of income to changes in interest rates, foreign exchanges, equity prices, and other market-driven rates or prices. We are not presently engaged in any substantive business and until such time as we consummate a business combination, we will not be exposed to risks associated with foreign exchange rates, equity prices or other market-driven rates or prices.


ITEM 4.	CONTROLS AND PROCEDURES.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:


	-	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

	-	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and

	-	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.

As of September 30, 2009 we conducted an evaluation, under the supervision and with the participation of our president (also our principal executive officer) and our secretary, treasurer and chief financial officer (also our principal financial and accounting officer), of the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “Internal Control — Integrated Framework,” issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based upon this assessment, we determined that there are material weaknesses affecting our internal control over financial reporting.

The matters involving internal controls and procedures that the Company’s management consider to be material weaknesses under COSO and SEC rules are: (1) lack of a functioning audit committee and lack of a majority of independent directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned potential material weaknesses were identified by the Company's Chief Financial Officer in connection with the preparation of our financial statements as of September 30, 2009 and communicated the matters to our management and board of directors.

Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an affect on the Company's financial results. However, the lack of a functioning audit committee and lack of a majority of independent directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures, can impact the Company's financial statements for the future years.

Management’s Remediation Initiatives

Although the Company is unable to meet the standards under COSO because of the limited funds available to a shell company of our size and stage of development, we are committed to improving our financial organization. As funds become available, we will undertake to: (1) create a position to segregate duties consistent with control objectives, (2) increase our personnel resources and technical accounting expertise within the accounting function (3) appoint one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and (4) prepare and implement sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. However, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the 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 simple error or mistake. The design of any system of controls is based in part on 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. Projections of any evaluation of controls effectiveness to future periods are subject to risks.

PART II - OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS.

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


ITEM 1A.	RISK FACTORS

Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward-looking statements". Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other "forward-looking statements" involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward-looking statements". Prospective investors should consider carefully the risk factors set out below.

RISKS RELATED TO OUR BUSINESS

We are an exploration stage company with a limited operating history that makes it impossible to reliably predict future growth and operating results.

We have not been able to achieve profitable operations and there are no assurances that we will be able to do so in the future. Potential investors should be aware of the difficulties normally encountered by a new enterprise and the high rate of failure of such enterprises. The potential for future success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the development of a business in general. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and there can be no assurance that we will generate significant operating revenues in the future or ever achieve profitable operations.

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

To date we have had negative cash flows from operations and we have been dependent on sales of our equity securities and debt financing to meet our cash requirements and have incurred income totaling $3624,~~039~~847 for the ~~six~~nine months ending ~~June~~September 30, 2009 and accumulative losses of $4,~~574~~585,~~757~~949 since inception to ~~June~~September 30, 2009. As of ~~June~~September 30, 2009 we had a working capital deficiency of $~~301~~300,~~828~~887. We do not expect positive cash flow from operations in the near term.

We depend almost exclusively on outside capital to pay for the continued exploration and development of our properties. Such outside capital may include the sale of additional stock and/or commercial borrowing. Capital may not continue to be available if necessary to meet these continuing development costs or, if the capital is available, that it will be on terms acceptable to us. The issuance of additional equity securities by us would result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may be unable to continue our business and as a result may be required to scale back or cease operations for our business, the result of which would be that our stockholders would lose some or all of their investment.

A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our operations.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because our operations have been primarily financed through the sale of equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our continued operations. Any reduction in our ability to raise equity capital in the future would force us to reallocate funds from other planned uses and would have a significant negative effect on our business plans and operations, including our ability to explore and develop new properties and continue our exploration and development on our current property interests. If our stock price declines, we may not be able to raise additional capital or generate funds from operations sufficient to meet our obligations.

If we issue additional shares in the future this may result in dilution to our existing stockholders.

Our Certificate of Incorporation authorizes the issuance of 3,750,000~~,000~~ shares of common stock. Our board of directors has the authority to issue additional shares up to the authorized capital stated in the certificate of incorporation. Our board of directors may choose to issue some or all of such shares to acquire one or more businesses or to provide additional financing in the future. The issuance of any such shares may result in a reduction of the book value or market price of the outstanding shares of our common stock. If we do issue any such additional shares, such issuance also will cause a reduction in the proportionate ownership and voting power of all other stockholders. Further, any such issuance may result in a change of control of our corporation.

Effective May 11, 2009, we ~~affected~~effected a one (1) for two hundred (200) reverse stock split of our authorized, issued and outstanding common stock. As a result, our authorized capital has decreased from 750,000,000 shares of common stock, as noted above, with a par value of $0.001 to 3,750,000 shares of common stock with a par value of $0.001. Our issued and outstanding share capital has decreased from 31,413,333 shares of common stock to 157,067 shares of common stock.

We have a history of losses and fluctuating operating results which raise substantial doubt about our ability to continue as a going concern.

Since inception through ~~June~~September 30, 2009, we have incurred aggregate losses of $4,~~574~~585,~~757~~949 including the write off of oil and gas leases of $2,124,061. There is no assurance that we will operate profitably or will generate positive cash flow in the future. In addition, our operating results in the future may be subject to significant fluctuations due to many factors not within our control, such as the general economic cycle, the market price of oil and gas and exploration and development costs. If we cannot generate positive cash flows in the future, or raise sufficient financing to continue our normal operations, then we may be forced to scale down or even close our operations.

Until such time as we generate revenues, we expect to continue to require outside capital to fund development and operating costs. Consequently, we expect to incur operating losses and negative cash flow for the foreseeable future.

We have a limited operating history and if we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business operations.

We have no history of revenues from operations and have no significant tangible assets. We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably. Our company has a limited operating history and must be considered in the exploration and pre-development stage. The success of the company is significantly dependent on a successful acquisition, drilling, completion and production program. Our company's operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We may be unable to locate recoverable reserves or operate on a profitable basis. We are in the exploration stage and potential investors should be aware of the difficulties normally encountered by enterprises in the exploration and pre-development stages. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.

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

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

Because of the early stage of development and the nature of our business, our securities are considered highly speculative.

Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of its development. We are engaged in the business of exploring and, if warranted, developing commercial reserves of oil and gas. Our properties are in the exploration stage only and are without known reserves of oil and gas. Accordingly, we have not generated any revenues nor have we realized a profit from our operations to date and there is little likelihood that we will generate any revenues or realize any profits in the short term. Any profitability in the future from our business will be dependent upon locating and developing economic reserves of oil and gas, which itself is subject to numerous risk factors as set forth herein. Since we have not generated any revenues, we will have to raise additional monies through the sale of our equity securities or debt in order to continue our business operations.

The potential profitability of oil and gas ventures depends upon factors beyond the control of our company.

The oil and gas industry in general is cyclical in nature. It tends to reflect and be amplified by general economic conditions, both domestically and abroad. Historically, in periods of recession or periods of minimal economic growth, the operations of oil and gas companies have been adversely affected. Certain end-use markets for oil and petroleum products experience demand cycles that are highly correlated to the general economic environment which is sensitive to a number of factors outside our control. A recession or a slowing of the economy could have a material adverse effect on our financial results and proposed plan of operations. A recession may lead to significant fluctuations in demand and pricing for oil and gas. If we elect to proceed with the development of any of our property interests, our profitability may be significantly affected by decreased demand and pricing of oil and gas. Reduced demand and pricing pressures will adversely affect our financial condition and results of operations. We are not able to predict the timing, extent and duration of the economic cycles in the markets in which we operate.

The potential profitability of oil and gas properties is dependent upon many factors beyond our control. For instance, world prices and markets for oil and gas are unpredictable, highly volatile, potentially subject to governmental fixing, pegging, controls, or any combination of these and other factors, and respond to changes in domestic, international, political, social, and economic environments. Additionally, due to worldwide economic uncertainty, the availability and cost of funds for production and other expenses have become increasingly difficult, if not impossible, to project. These changes and events may materially affect our financial performance.

Adverse weather conditions can also hinder drilling operations. A productive well may become uneconomic in the event water or other deleterious substances are encountered which impair or prevent the production of oil and/or gas from the well. In addition, production from any well may be unmarketable if it is impregnated with water or other deleterious substances. The marketability of oil and gas which may be acquired or discovered will be affected by numerous factors beyond our control. These factors include the proximity and capacity of oil and gas pipelines and processing equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production and environmental protection. These factors cannot be accurately predicted and the combination of these factors may result in our company not receiving an adequate return on invested capital.

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

The oil and gas industry is very competitive. We compete with numerous individuals and companies, including many major oil and gas companies, which have substantially greater technical, financial and operational resources and staffs. Accordingly, there is a high degree of competition for desirable oil and gas interests, suitable properties for drilling operations and necessary drilling equipment, as well as for access to funds. We cannot predict if the necessary funds can be raised or that any projected work will be completed.

We are required to obtain licenses and permits from various governmental authorities. We anticipate that we will be able to obtain all necessary licenses and permits to carry on the activities which we intend to conduct, and that we intend to comply in all material respects with the terms of such licenses and permits. However, there can be no guarantee that we will be able to obtain and maintain, at all times, all necessary licenses and permits required to undertake our proposed exploration and development or to place our properties into commercial production. In the event that we proceed with our operation without necessary licenses and permits, we may be subject to large fines and possibly even court orders and injunctions to cease operations.

The acquisition of oil and gas interests involve many risks and dispute as to the title of such interests will result in a material adverse effect on our company.

The acquisition of interests in mineral properties involves certain risks. Title to mineral claims and the borders of such claims may be disputed. Any of our leases may be subject to prior unregistered agreements or transfers and title may be affected by undetected defects. If it is determined that any of our leases are based upon a claim with an invalid title, a disputed border, or subject to a prior right, our balance sheet will be adversely affected and we may not be able to recover damages without incurring expensive litigation costs.

The marketability of natural resources will be affected by numerous factors beyond our control which may result in us not receiving an adequate return on invested capital to be profitable or viable.

The marketability of natural resources which may be acquired or discovered by us will be affected by numerous factors beyond our control. These factors include market fluctuations in oil and gas pricing and demand, the proximity and capacity of natural resource markets and processing equipment, governmental regulations, land tenure, land use, regulation concerning the importing and exporting of oil and gas and environmental protection regulations. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to be profitable or viable.

Oil and gas operations are subject to comprehensive regulation which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on our company.

Oil and gas operations are subject to federal, state, and local laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment. Oil and gas operations are also subject to federal, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment. Various permits from government bodies are required for drilling operations to be conducted; no assurance can be given that such permits will be received. Environmental standards imposed by federal, provincial, or local authorities may be changed and any such changes may have material adverse effects on our activities. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages which it may elect not to insure against due to prohibitive premium costs and other reasons. To date we have not been required to spend any material amount on compliance with environmental regulations. However, we may be required to do so in the future and this may affect our ability to expand or maintain our operations.

Exploration and production activities are subject to certain environmental regulations which may prevent or delay the commencement or continuance of our operations.

In general, our exploration and production activities are subject to certain federal, state and local laws and regulations relating to environmental quality and pollution control. Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuance of a given operation. Compliance with these laws and regulations has not had a material effect on our operations or financial condition to date. Specifically, we are subject to legislation regarding emissions into the environment, water discharges and storage and disposition of hazardous wastes. In addition, legislation has been enacted which requires well and facility sites to be abandoned and reclaimed to the satisfaction of state authorities. However, such laws and regulations are frequently changed and we are unable to predict the ultimate cost of compliance. Generally, environmental requirements do not appear to affect us any differently or to any greater or lesser extent than other companies in the industry.

We believe that our operations comply, in all material respects, with all applicable environmental regulations. However, we are not fully insured against all possible environmental risks.

Any future operations will involve many risks and we may become liable for pollution or other liabilities which may have an adverse effect on our financial position.

In the course of the exploration, acquisition and development of mineral properties, several risks and, in particular, unexpected or unusual geological or operating conditions may occur. Drilling operations generally involve a high degree of risk. Hazards such as unusual or unexpected geological formations, power outages, labor disruptions, blow-outs, sour gas leakage, fire, inability to obtain suitable or adequate machinery, equipment or labor, and other risks are involved. We may become subject to liability for pollution. It is not always possible to fully insure against such risks, and we do not currently have any insurance against such risks nor do we intend to obtain such insurance in the near future due to high costs of insurance. Should such liabilities arise, they could reduce or eliminate any future profitability and result in an increase in costs and a decline in value of the securities of our company.

We are not insured against most environmental risks. Insurance against environmental risks (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) has not been generally available to companies within the industry. We will periodically evaluate the cost and coverage of such insurance. If we became subject to environmental liabilities and do not have insurance against such liabilities, the payment of such liabilities would reduce or eliminate our available funds and may result in bankruptcy. Should we be unable to fully fund the remedial cost of an environmental problem, we might be required to enter into interim compliance measures pending completion of the required remedy.

Resource exploration involves many risks, regardless of the experience, knowledge and careful evaluation of the property by our company. These hazards include unusual or unexpected formations, formation pressures, fires, power outages, labor disruptions, flooding, explosions and the inability to obtain suitable or adequate machinery, equipment or labor. Operations in which we will have a direct or indirect interest will be subject to all the hazards and risks normally incidental to the exploration, development and production of resource properties, any of which could result in damage to or destruction of mines and other producing facilities, damage to life and property, environmental damage and possible legal liability for any or all damage. We do not currently maintain liability insurance and may not obtain such insurance in the future. The nature of these risks is such that liabilities could represent a significant cost to our company, and may ultimately force our company to become bankrupt and cease operations.

Any change to government regulation/administrative practices may have a negative impact on our ability to operate and our profitability.

The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States or any other jurisdiction, may be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business.

The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our ability to operate and/or our profitably.

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

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

Our sole executive officer has other business interests, and as a result, she may not be willing or able to devote a sufficient amount of time to our business operations, thereby limiting the success of our company.

Rhonda Stevenson presently spends approximately 25% of her business time on business management services for our company and retains the necessary consultants to assist in the development of our properties on an as needed basis. Management has determined that Ms. Stevenson spends a reasonable amount of time in pursuit of our company's interests. However, she may not be able to provide sufficient time in the future and our business may be periodically interrupted or delayed as a result of Ms. Stevenson'’s other business interests. To mitigate any such interruption, we may decide to seek out additional management resources and retain the necessary consultants in future exploration activities.

RISKS RELATED TO OUR COMMON STOCK

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

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

If we complete a business opportunity or combination, we may be required to issue a substantial number of common shares which would dilute the shareholdings of our current shareholders and result in a change of control of our company.

We may pursue the acquisition of a business opportunity or a business combination with a private company. The likely result of such a transaction would result in our company issuing common shares to shareholders of such private company. Issuing previously authorized and unissued common shares in the capital of our company will reduce the percentage of common shares owned by existing shareholders and may result in a change in the control of our company and our management.

Our stock is a penny stock. Trading of our stock may be restricted by the Securities and Exchange Commission's penny stock regulations which may limit a stockholder's ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

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

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

A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our operations.

If we issue additional shares in the future this may result in dilution to our existing stockholders.

Our Certificate of Incorporation authorizes the issuance of 3,750,000,000 shares of common stock. Our board of directors has the authority to issue additional shares up to the authorized capital stated in the certificate of incorporation. Our board of directors may choose to issue some or all of such shares to acquire one or more businesses or to provide additional financing in the future. The issuance of any such shares may result in a reduction of the book value or market price of the outstanding shares of our common stock. If we do issue any such additional shares, such issuance also will cause a reduction in the proportionate ownership and voting power of all other stockholders. Further, any such issuance may result in a change of control of our corporation.

Because of the early stage of development and the nature of our business, our securities are considered highly speculative.

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

ITEM 3. CONTROLS AND PROCEDURES.

Management’s Report on Internal Control over Financial Reporting

- pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; - provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and

- Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.

As of June 30, 2009 we conducted an evaluation, under the supervision and with the participation of our president (also our principal executive officer) and our secretary, treasurer and chief financial officer (also our principal financial and accounting officer), of the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “Internal Control — Integrated Framework,” issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based upon this assessment, we determined that there are material weaknesses affecting our internal control over financial reporting.

The matters involving internal controls and procedures that the Company’s management consider to be material weaknesses under COSO and SEC rules are: (1) lack of a functioning audit committee and lack of a majority of independent directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned potential material weaknesses were identified by the Company's Chief Financial Officer in connection with the preparation of our financial statements as of June 30, 2009 and communicated the matters to our management and board of directors.

Management’s Remediation Initiatives

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.


ITEM 2.	UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

None.


ITEM 3.	DEFAULTS UPON SENION SECURITIES.

None.


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

None.


ITEM 5.	OTHER INFORMATION.

None.


ITEM 6.	EXHIBITS.

	10.11	Joint Participation Agreement for Maverick Springs Elko and White Pine Counties, Nevada dated February 28, 2006, between our Company and Chamberlain Exploration Development and Research Stratigraphic Corporation doing business as Cedar Strat Corporation (incorporated by reference from our Annual Report on Form 10-KSB filed on April 17, 2006)
	10.12	Farmout and Option Agreement dated March 7, 2006, between our Company and Suncor Energy Inc. (incorporated by reference from our Current Report on Form 8-K on March 24, 2006)
	10.13	Private Placement Subscription Agreement dated March 8, 2006, between our Company and Bulstrode International Inc. (incorporated by reference from our Annual Report on Form 10-KSB filed on April 17, 2006)
	10.14	6% Convertible Note due March 8, 2008 issued to Bulstrode International Inc. by our Company (incorporated by reference from our Annual Report on Form 10-KSB filed on April 17, 2006)
	10.15	Private Placement Subscription Agreement dated March 9, 2006, between our Company and Bulstrode International Inc. (incorporated by reference from our Annual Report on Form 10-KSB filed on April 17, 2006)
	10.16	6% Convertible Note due March 9, 2008 issued to Bulstrode International Inc. by our Company (incorporated by reference from our Annual Report on Form 10-KSB filed on April 17, 2006)
	10.17	Amendment Agreement dated April 3, 2006, between our Company and Fort Scott Energy Corp. (incorporated by reference from our Annual Report on Form 10-KSB filed on April 17, 2006)
	10.18	Amended and Restated Agreement dated April 7, 2006, between our Company and Fort Scott Energy Corp. (incorporated by reference from our Annual Report on Form 10-KSB filed on April 17, 2006)
	(14)	Code of Ethics
	14.1	Code of Business Conduct and Ethics (incorporated by reference from our Annual Report on Form 10-KSB filed on April 17, 2006)
	(31)	Rule 13a-14(a)/15d-14(a) Certifications
	31.1*	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
	(32)	Section 1350 Certifications
	32.1*	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Filed herewith.


10.10	Finder's Fee Agreement dated December 5, 2005, between our Company and Fort Scott Energy Corporation (incorporated by reference from our Annual Report on Form 10-KSB filed on April 17, 2006)
10.11	Joint Participation Agreement for Maverick Springs Elko and White Pine Counties, Nevada dated February 28, 2006, between our Company and Chamberlain Exploration Development and Research Stratigraphic Corporation doing business as Cedar Strat Corporation (incorporated by reference from our Annual Report on Form 10-KSB filed on April 17, 2006)
10.12	Farmout and Option Agreement dated March 7, 2006, between our Company and Suncor Energy Inc. (incorporated by reference from our Current Report on Form 8-K on March 24, 2006)
10.13	Private Placement Subscription Agreement dated March 8, 2006, between our Company and Bulstrode International Inc. (incorporated by reference from our Annual Report on Form 10-KSB filed on April 17, 2006)
10.14	6% Convertible Note due March 8, 2008 issued to Bulstrode International Inc. by our Company (incorporated by reference from our Annual Report on Form 10-KSB filed on April 17, 2006)
10.15	Private Placement Subscription Agreement dated March 9, 2006, between our Company and Bulstrode International Inc. (incorporated by reference from our Annual Report on Form 10-KSB filed on April 17, 2006)
10.16	6% Convertible Note due March 9, 2008 issued to Bulstrode International Inc. by our Company (incorporated by reference from our Annual Report on Form 10-KSB filed on April 17, 2006)
10.17	Amendment Agreement dated April 3, 2006, between our Company and Fort Scott Energy Corp. (incorporated by reference from our Annual Report on Form 10-KSB filed on April 17, 2006)
10.18	Amended and Restated Agreement dated April 7, 2006, between our Company and Fort Scott Energy Corp. (incorporated by reference from our Annual Report on Form 10-KSB filed on April 17, 2006)
(14)	Code of Ethics
14.1	Code of Business Conduct and Ethics (incorporated by reference from our Annual Report on Form 10-KSB filed on April 17, 2006)
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
(32)	Section 1350 Certifications
32.1*	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Filed herewith.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~TEXOLA~~OYCO, ~~ENERGY~~INC. ~~CORPORATION~~

/s/ Rhonda Stevenson

By: ~~__________________________ Rhonda Stevenson~~_________________________

Rhonda Stevenson

President, Secretary, Treasurer and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

~~August~~November 422, 2009

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Filing Compare · OYCO, INC.