UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10 - Q

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

For the quarterly period ended ~~October~~July 31, ~~2013~~ 2014

☐ 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: 000-50932

Nitro Petroleum Incorporated

(Exact name of registrant as specified in its charter)

Nevada		98-0488493
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~624~~14285 W.Acme ~~Independence, Suite 101~~Rd.

Shawnee, OK ~~74804~~ 74801

(Address of principal executive offices, including zip code)

(405) 273-9119

(Registrant’s telephone number, including area code)

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

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

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

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☒

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

AtAs ~~January~~of 15November 21, 2014, there were 7,~~335~~417,~~348~~444 shares of the registrant’s Common Stock outstanding.

EXPLANATORY NOTE

Effective as of October 31, 2012, we effected a 1-for-100 reverse split (“Reverse Split”) of our common stock. Pursuant to the Reverse Split, the common stock was combined and reclassified based on a ratio of 100 shares of issued and outstanding common stock being combined and reclassified into one share of common stock. Fractional shares were rounded up to the next whole share. All share and per share amounts for common stock have been restated to reflect the Reverse Split on a retro-active basis.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements~~, as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended~~. All statements, other than statements of historical facts, are forward-looking statements. These forward-looking statements relate to, among other things, the following: our future financial and operating performance and results; our business strategy; market prices; and our plans and forecasts.

Forward-looking statements are identified by use of terms and phrases such as “may,” “expect,” “estimate,” “project,” “plan,” “believe,” “intend,” “achievable,” “anticipate,” “will,” “continue,” “potential,” “should,” “could” and similar words and phrases. Although we believe that the expectations reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements. You should consider carefully the statements in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended January 31, ~~2013~~ 2014, as well as other sections of this report, which describe factors that could cause our actual results to differ from those set forth in the forward-looking statements, including, but not limited to, the following factors:

●• our ability to generate sufficient cash flow from operations, borrowings or other sources to expand our business and fully develop our undeveloped acreage positions; ●• the volatility in commodity prices for oil and natural gas; ●• the possibility that the industry may be subject to future regulatory or legislative actions (including any additional taxes); ●• the presence or recoverability of estimated oil and natural gas reserves and the actual future production rates and associated costs; ●• the ability to replace oil and natural gas reserves; ●• lease or title issues or defects to our oil and gas properties; ●• environmental risks; ●• drilling and operating risks; ●• exploration and development risks; ●• competition, including competition for acreage in natural gas producing areas; ●• management’s ability to execute our plans to meet our goals; ●• our ability to retain key members of senior management; ●• our ability to obtain goods and services, such as drilling rigs and other oilfield equipment, and access to adequate gathering systems and pipeline take-away capacity, to execute our drilling program; ●• general economic conditions, whether internationally, nationally or in the regional and local market areas in which we do business, may be less favorable than expected, including that the United States economic slow-down might continue to negatively affect the demand for natural gas, oil and natural gas liquids; ●• continued hostilities in the Middle East and other sustained military campaigns or acts of terrorism or sabotage; and ●• other economic, competitive, governmental, legislative, regulatory, geopolitical and technological factors that may negatively impact our business, operations or pricing.

All forward-looking statements are expressly qualified in their entirety by the cautionary statements in this special note and elsewhere in this document. Other than as required under the securities laws, we do not assume a duty to update these forward-looking statements, whether as a result of new information, subsequent events or circumstances, changes in expectations or otherwise.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements Condensed Balance Sheets As of October 31, 2013 (unaudited) and January 31, 2013 1 Condensed Statements of Operations (unaudited) For the three and nine months ended October 31, 2013 and 2012 2 Condensed Statements of Cash Flows (unaudited) For the nine months ended October 31, 2013 and 2012 3 Notes to Interim Condensed Financial Statements (unaudited) 4 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 6 Item 3. Quantitative and Qualitative Disclosures About Market Risk 9 Item 4. Controls and Procedures 9 PART II – OTHER INFORMATION Item 1. Legal Proceedings 10 Item 1A. Risk Factors 10 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 10 Item 3. Defaults Upon Senior Securities 10 Item 4. Mine Safety Disclosure 10 Item 5. Other Information 10 Item 6. Exhibits 10

Item 1. Financial Statements
Condensed Balance Sheets As of July 31, 2014 (unaudited) and January 31, 2014		1

Condensed Statements of Operations (unaudited) For the three and six months ended July 31, 2014 and 2013		2

Condensed Statements of Cash Flows (unaudited) For the six months ended July 31, 2014 and 2013		3

Notes to Interim Condensed Financial Statements (unaudited)		4

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		6
Item 3. Quantitative and Qualitative Disclosures About Market Risk		10
Item 4. Controls and Procedures		10

PART II – OTHER INFORMATION

Item 1. Legal Proceedings		11
Item 1A. Risk Factors		11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		11
Item 3. Defaults Upon Senior Securities		11
Item 4. Mine Safety Disclosure		11
Item 5. Other Information		11
Item 6. Exhibits		11

ITEM 1. FINANCIAL STATEMENTS

NITRO PETROLEUM INCORPORATED

CONDENSED BALANCE SHEETS

	October 31, 2013 (Unaudited)			January 31, 2013
	July 31, 2014(Unaudited)			January 31, 2014
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	~~616~~34,~~913~~117		$	~~160~~190,~~460~~827
Accounts receivable		~~470~~466,~~332~~163			~~148~~411,~~933~~803
Due from related party		—			52,337
Total current assets		500,280			602,630
Other current assets		2,600			—
PROPERTY AND EQUIPMENT, NET		39,837			37,713
Total current assets		1,089,845			361,730
OIL AND GAS PROPERTIES, NET		2,268,865			2,166,921
PROPERTY AND EQUIPMENT, NET		35,061			39,036
Total assets	$	2,808,982		$	2,807,264
OIL AND GAS PROPERTIES, NET		2,120,755			1,015,446
LIABILITIES AND STOCKHOLDERS’ EQUITY
Total assets	$	3,245,661		$	1,416,212
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Cash overdraft	$	29126,~~188~~608		$	7840,~~515~~673
Accounts payable		~~588~~366,~~690~~049			~~190~~508,~~840~~057
Accrued liabilities		~~247~~320,~~836~~546			~~224~~352,~~915~~259
Due to related party		1,~~259~~070			~~882~~2,012
Total current liabilities		~~866~~814,~~973~~273			~~495~~903,~~152~~001
ASSET RETIREMENT OBLIGATION		2732,~~943~~607			4931,~~843~~203
LONG TERM LIABILITIES		175,000			—
LONG TERM LIABILITIES – RELATED PARTY		—			175,000
Total liabilities		1846,~~069,916~~880			~~544~~1,~~995~~109,204
STOCKHOLDERS' EQUITY
STOCKHOLDERS’ EQUITY
Common stock
Preferred stock, $0.001 par value Authorized: 10,000,000 shares; none issued or outstanding		—			—
Authorized: 20,000,000 common stock, $0.001 par value; 10,000,000 preferred stock, $0.001 par value
Common stock, $0.001 par value Authorized: 20,000,000 shares Issued: 7,335,348 shares at January 31, 2014 and 7,429,898 shares at July 31, 2014 Outstanding: 7,322,894 shares at January 31, 2014 and 7,417,444 shares at July 31, 2014		7,429			7,335
Issued and outstanding: 7,185,348 common shares at October 31, 2013 and 5,488,442 at January 31, 2013, respectively		7,185			5,488
Common stock subscribed: 86,250 shares at January 31, 2014 and none at July 31, 2014		—			86
Common stock, subscribed, 82,500 common shares subscribed at October 31, 2013		83			—
Additional paid-in capital		8,616,117			8,613,635
Additional paid-in capital		8,538,489			7,057,936
Treasury stock: 12,454 common shares at cost at January 31, 2014 and July 31, 2014		(5,500	)		(5,500	)
Treasury stock, 12,454 common shares at cost		(5,500	)		—
Accumulated deficit		(6,655,944	)		(6,917,496	)
Accumulated deficit		(6,364,512	)		(6,192,207	)
Total stockholders’ equity		1,962,102			1,698,060
Total stockholders' equity		2,175,745			871,217
Total liabilities and stockholders’ equity	$	2,808,982		$	2,807,264
Total liabilities and stockholders' equity	$	3,245,661		$	1,416,212

See accompanying notes to financial statements.

-1-

NITRO PETROLEUM INCORPORATED

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended October 31,					Nine Months Ended October 31,
	Three Months Ended July 31,					Six Months Ended July 31,
	2013		2012			2013			2012
	2014		2013			2014			2013
REVENUES
Oil and gas production	$	~~308~~179,~~903~~428	$	3917,~~408~~394		$	~~431~~324,~~629~~153		$	~~215~~122,~~402~~726
Production services		2221,~~440~~560		1721,~~160~~120			6044,~~720~~000			5138,~~480~~280
Gain on sale of oil and gas properties		282,011		—			659,174			249,215
Gain on sale of oil & gas properties		363,919		377,163			363,919			377,163
Total revenues	$	~~613~~564,~~354~~907	$	56415,~~568~~677		$	1732,~~151,523~~072		$	~~516~~538,~~097~~169
COSTS AND EXPENSES
Lease operating expenses	$	7988,~~446~~170	$	43103,~~652~~957		$	~~364~~106,~~841~~623		$	~~361~~285,~~479~~395
General and administrative		~~275~~125,~~206~~453		~~116~~309,~~851~~617			~~855~~276,~~402~~686			~~184~~580,~~659~~196
Depletion, depreciation, amortization and accretion		6444,~~743~~955		1416,~~043~~385			9583,~~709~~460			2830,~~570~~967
Interest expense		~~4,293~~—		—3,582			73,~~875~~751			—3,582
Total expenses	$	~~423~~258,~~688~~578	$	~~174~~433,~~546~~541		$	1470,~~323,827~~520		$	~~574~~900,~~708~~140
OPERATING INCOME (LOSS)	$	~~189~~306,~~666~~329	$	(~~117~~17,~~978~~864	)	$	~~(172~~261,~~304~~552	)	$	(58361,~~611~~971	)
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES		~~189~~306,~~666~~329		(~~117~~17,~~978~~864	)		~~(172~~261,~~304~~552	)		(58361,~~611~~971	)
PROVISION FOR INCOME TAXES		—		—			—			—
NET INCOME (LOSS)	$	~~189~~306,~~666~~329	$	(~~117~~17,~~978~~864	)	$	~~(172~~261,~~304~~552	)	$	(58361,~~611~~971	)
Net income (loss) per common share, basic and diluted	$	0.03	$	(0.06	)	$	(0.03	)	$	(0.03	)
Net income (loss) per common share, basic	$	0.04	$	(0.01	)	$	0.04		$	(0.14	)
Weighted average common shares outstanding, basic and diluted		6,984,592		2,074,242			6,348,936			2,074,242
Net income (loss) per common share, diluted		0.04		(0.01	)		0.04			(0.13	)
Weighted average common shares outstanding, basic		7,417,444		2,636,759			7,402,295			2,636,759
Weighted average common shares outstanding, diluted		7,417,444		2,875,022			7,402,295			2,875,022

See accompanying notes to financial statements.

-2-

NITRO PETROLEUM INCORPORATED

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended October 31,
	Six Months Ended July 31,
	2013			2012
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	~~(172~~261,~~304~~552	)	$	(58361,~~611~~971	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depletion, depreciation, and amortization		8982,~~433~~054			27,~~262~~206
Gain on sale of oil and gas properties		(659,174	)		(249,215	)
Share based compensation expense		2,490			—
Accretion on asset retirement obligation		6,276			1,308
Gain on sale of oil and gas properties		(363,919	)		—
Net changes in operating assets and liabilities:
Accretion on asset retirement obligation		1,406			3,761
Accounts receivable		(321,399	)		(164,286	)
Changes in operating assets and liabilities:
Other current assets		(2,600	)		—
Accounts receivable		(54,360	)		(366,815	)
Accounts payable		397,850			37,349
Due to related party		—			—
Accrued expenses		22,921			—
Other current assets					(6,475	)
Net cash (used in) operating activities		(638,997	)		(406,193	)
Accounts payable		(142,008	)		282,800
Accrued expenses		(30,529	)		104,588
Lease development cost		—			—
Net cash used in operating activities		(243,314	)		(316,906	)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of oil and gas properties		832,174			392,264
Proceeds from sale of oil & gas properties		20,000			—
Purchases of oil and gas properties		(1,320,856	)		—
Proceeds from sale of AFS investments		—			—
Purchase of property, plant and equipment		(1,541	)		—
Purchases of AFS investments		—			—
Net cash provided by (used in) investing activities		(490,223	)		392,264
Purchases of oil and gas properties		(14,889	)		(877,242	)
Purchase of property, plant and equipment		(3,500	)		(1,541	)
Net cash provided by (used in) investing activities		1,611			(878,783	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		~~1,442,732~~—			—1,002,525
Proceeds of issuance of common stock subscribed		39,600			—
Change in due to/from related party		(942	)		(17,821	)
Purchase of treasury stock		(5,500	)		—
Proceeds of issuance of common stock subscribed		—			440,207
Proceeds from long term debt		175,000			—
Purchase of treasury stock		—			(1,200	)
Change in cash overdraft		(49,327	)		44,817
Proceeds from long-term debt		—			175,000
Net payments to related parties		(16,832	)		(33,004	)
Additional Paid in Capital		—			—
Net cash provided by (used in) financing activities		1,585,673			11,813
Change in cash overdraft		85,935			(13,639	)
Net increase (decrease) in cash and cash equivalents		456,453			(2,116	)
Net cash provided by financing activities		84,993			1,585,072
Cash at beginning of period		160,460			6,199
Net increase (decrease) in cash and cash equivalents		(156,710	)		389,383
Cash at end of period	$	616,913		$	4,083
Cash and cash equivalents at beginning of year		190,827			160,460
Cash and cash equivalents at end of year	$	34,117		$	549,843
SUPPLEMENTAL INFORMATION
Cash paid for interest	$	79,~~875~~059		$	—
Cash paid for income taxes	$	—		$	—
NON-CASH TRANSACTIONS
Change in estimate for asset retirement obligation	$	~~28,176~~—		$	—27,811
Purchase of assets in exchange for receivables forgiveness	$	69,546		$	—
Purchase of oil and gas properties in exchange of debt forgiveness	$	351,184		$	—
Purchase of assets in exchange for receivables forgiveness	$	—		$	69,546

See accompanying notes to financial statements.

-3-

NITRO PETROLEUM INCORPORATED

NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 1 ~~Interim~~Basis ~~Reporting~~of Presentation

The accompanying financial statements of Nitro Petroleum Incorporated (the “Company”) ~~have~~as ~~not~~of ~~been~~July ~~audited~~31, by2014 ~~independent~~and ~~public~~January ~~accountants~~31, 2014. InInclude ~~the~~all ~~opinion~~transactions occurring ofduring ~~management,~~ the ~~accompanying~~period ~~financial~~from ~~statements~~the ~~reflect~~Company’s ~~all~~incorporation ~~adjustments~~to ~~necessary~~its tofiscal ~~present~~year ~~fairly~~end. ~~our~~These financial ~~position~~statements athave ~~October~~been prepared ~~31,~~in ~~2013,~~accordance ~~our~~with ~~results of operations for~~ the ~~three~~accounting ~~and~~principles ~~nine~~generally ~~months~~accepted ~~ended~~in ~~October~~the ~~31,~~United ~~2013~~States ~~and~~of ~~our~~America ~~cash~~(“U.S. ~~flows~~ GAAP”) for ~~the~~interim ~~nine~~financial ~~months~~information. ~~ended October 31~~Accordingly, ~~2013.~~they ~~All~~do ~~such~~not ~~adjustments~~include ~~are~~all of ~~a normal recurring nature. In preparing~~ the ~~accompanying~~information ~~financial statements, management has made certain estimates~~ and ~~assumptions~~footnotes ~~that~~required ~~affect~~by ~~reported~~accounting principles ~~amounts~~generally accepted in the ~~financial~~United ~~statements~~States ~~and disclosures~~ of ~~contingencies.~~America ~~Actual results may differ from those estimated. The results~~ for ~~interim~~complete ~~periods~~financial ~~are not necessarily indicative of annual results~~statements.

~~Note~~The 2accompanying ~~Nature~~financial ~~and~~statements include ~~Continuance~~all adjustments which are, in the opinion of ~~Operations~~management, necessary for a fair presentation of the results for the interim periods. This includes all normal and recurring adjustments. References to GAAP are done using the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC” or “Codification”) 105, Generally Accepted Accounting Principles (“ASC 105”).

The ~~Company~~accompanying ~~was~~financial ~~incorporated~~statements included inherein ~~October~~have ~~2003~~been inprepared by the ~~State~~Company, without audit, pursuant to the rules and regulations of ~~Nevada~~the Securities and ~~has~~Exchange Commission. ~~established~~Certain ~~its~~information ~~corporate~~and ~~offices~~footnote disclosures normally included in ~~Shawnee,~~financial ~~Oklahoma~~statements prepared in accordance with U.S. ~~The~~generally ~~Company~~accepted isaccounting ~~engaged~~principles ~~primarily~~have been omitted. However, in the ~~acquisition,~~opinion ~~development,~~of ~~production~~management, ~~exploration~~all ~~for,~~adjustments ~~and~~(which include only normal recurring accruals) necessary to present fairly the ~~sale~~financial position and results of ~~oil,~~operations ~~gas~~for ~~and~~the ~~natural~~periods presented ~~gas~~have ~~liquids~~been made. ~~All~~The ~~business~~results ~~activities~~for interim periods are ~~conducted~~not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in ~~Texas~~conjunction ~~and~~with ~~Oklahoma~~the ~~and~~financial statements of the Company ~~sells~~for ~~its~~the year ~~oil~~ended ~~and~~January ~~gas~~31, to2014 a(including ~~limited~~the ~~number~~notes ofthereto) ~~domestic~~set ~~purchasers~~forth in Form 10-K.

~~These~~Note ~~financial~~2 ~~statements~~Summary 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 fiscal year. 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 classifications of ~~assets~~Selected ~~and~~Accounting liabilities should the Company be unable to continue as a going concern. At October 31, 2013, the Company had not yet achieved profitable operations, has accumulated losses of $6,364,512 since its inception, has working capital of only $222,872 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 believes that the Company will be able to obtain additional funds through equity financing and/or related party advances; however there is no assurance of additional funding being available.Policies

~~Note~~Use 3of ~~Oil and Gas Properties~~Estimates

The ~~Company~~preparation ~~follows~~of the ~~full~~financial ~~cost~~statements in ~~method~~conformity ofwith ~~accounting~~generally ~~for~~accepted ~~oil~~accounting ~~and~~principles ~~gas~~requires ~~operations~~management ~~whereby~~to ~~all~~make ~~costs~~estimates ~~of exploring for~~ and ~~developing~~assumptions ~~oil~~that ~~and~~affect ~~gas~~the reported ~~reserves~~amounts ~~are~~of ~~initially~~assets ~~capitalized~~and onliabilities anand ~~aggregate~~disclosure ~~(one~~of ~~cost~~contingent ~~center)~~assets ~~basis.~~and ~~Such~~liabilities ~~costs~~at ~~include~~the ~~land~~date ~~acquisition~~of ~~costs,~~the ~~geological~~financial statements and ~~geophysical~~the ~~expenses,~~reported ~~carrying~~amounts ~~charges~~of onrevenues ~~non-producing~~and ~~properties,~~expenses ~~costs~~during ofthe ~~drilling~~reporting ~~and~~period. ~~overhead~~Actual ~~charges~~results ~~directly~~could ~~related~~differ tofrom ~~acquisition~~those ~~and exploration activities~~estimates.

~~Costs~~Basic ~~of acquiring~~ and ~~evaluating~~Diluted ~~unproved~~Net ~~properties~~Loss ~~are~~per initially excluded from depletion calculation. These unevaluated properties are assessed annually to ascertain whether impairment has occurred. When proved reserves are assigned or the property is considered to be impaired, the cost of the property or the amount of the impairment is added to costs subject to depletion calculations. Common Share

~~Future~~Basic net ~~cash~~loss ~~flows~~per ~~from~~share ~~proved~~is ~~reserves~~computed by ~~using~~dividing ~~average~~the ~~monthly~~net ~~prices,~~loss ~~non-escalated~~available ~~and~~to ~~net~~common shareholders (the numerator) for the period by the weighted average number of ~~future~~common shares ~~operating~~outstanding ~~and~~(the ~~development~~denominator) ~~costs~~during ~~are~~the ~~discounted~~period. toThe ~~present~~computation ~~value~~of ~~and~~diluted ~~compared~~earnings is similar to basic earnings per share, except that the ~~carrying~~denominator ~~value~~is increased to include the number of ~~oil~~additional ~~and~~common ~~gas~~shares ~~properties~~that would have been outstanding if potentially dilutive common shares had been issued.

~~-4-~~Note 3 Going Concern and Continuance of Operations

~~Note~~The 3Company ~~Oil~~was incorporated in October 2003 in the State of Nevada and ~~Gas~~has ~~Properties-~~established ~~Continued~~its corporate offices in Shawnee, Oklahoma. The Company is engaged primarily in the acquisition, development, production, exploration for, and the sale of oil, gas and natural gas liquids. All business activities are conducted in Texas and Oklahoma and the Company sells its oil and gas to a limited number of domestic purchasers.

~~At October 31, 2013 and January 31, 2013, the producing and undeveloped oil and gas properties were as follows:~~-4-

~~October~~These ~~31,~~financial ~~2013 January~~statements ~~31,~~have ~~2013~~been ~~Cost~~prepared ofin ~~properties $ 2,490,549~~accordance ~~$ 1~~with generally accepted accounting principles applicable to a going concern,~~301,322~~ ~~Less:~~which ~~Accumulated~~assumes ~~depletion~~that the Company ~~(369,794 ) (285,876 ) Oil~~will be able to meet its obligations and ~~gas~~continue ~~properties,~~its ~~net~~operations for its next fiscal year. Realization values may be substantially ~~$ 2,120,755 $ 1,015,446~~different from carrying values as shown and these financial statements do not give effect to adjustments to the carrying values and classifications of assets and liabilities that would be necessary should the Company be unable to continue as a going concern.

~~Depletion~~At ~~expense~~July 31, 2014, the Company had achieved profitability for the ~~nine~~three months ended ~~October~~in ~~31,~~the ~~2013~~amount of $306,329 and ~~2012~~profitability ~~was~~for six months ended $83261,~~918~~552 and has accumulated losses of $436,~~580~~655,944 ~~respectively.~~since ~~Depletion~~its ~~expense~~inception, ~~for~~had ~~the~~a ~~three~~working ~~months~~capital ~~ended~~deficiency ~~October~~of 31$313,993 ~~2013~~ and ~~2012~~expects ~~was~~to ~~$60~~incur further losses in the development of its business,~~321~~ 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 ~~$7,263~~to ~~respectively~~obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

~~Note~~During 4the ~~Notes~~six ~~Payable~~months ended July 31, 2014, Company sold eleven (11) percent working interest in producing well, Quinlan # 2 in exchange of cash payment of $20,000, settlement of long-term debt and its accrued interest and working interest oil and gas property. Management has no formal plan in place to address this concern but believes that the Company will be able to obtain additional funds through equity financing and/or related party advances; however there is no assurance of additional funding being available.

OnNote ~~May~~4 9,Oil ~~2013,~~and ~~the~~Gas Company issued a promissory note in the principal amount of $175,000. The promissory note bears interest at 9% on the outstanding balance, with interest payable semi-annually. No principal payments are required until the maturity date of June 30, 2016, at which time the term note is payable in full. The promissory note also contains a conversion feature, which allows the lender, at any time prior to maturity, on a one-time basis, to convert all or a portion of the principal amount of the note into common stock at a price per share of $0.55. At issuance, no value was assigned to this conversion feature. At October 31, 2013, the outstanding balance on the promissory note was $175,000.Properties

~~Note~~The 5Company ~~Common~~follows ~~Stock~~the ~~Subscriptions~~full cost method of accounting for oil and gas operations whereby all costs of exploring for and developing oil and gas reserves are initially capitalized on an aggregate (one cost center) basis. Such costs include land acquisition costs, geological and geophysical expenses, carrying charges on non-producing properties, costs of drilling and overhead charges directly related to acquisition and exploration activities.

~~During~~Costs ~~the~~of ~~three~~acquiring ~~months~~and ~~ended~~evaluating ~~October~~unproved properties ~~31,~~are ~~2013,~~initially ~~the~~excluded ~~Company received net proceeds of $39,600~~ from ~~the~~depletion ~~sale~~calculations. ofThese ~~82,500~~unevaluated ~~shares~~properties ofare ~~common~~assessed ~~stock,~~annually ~~which~~to ~~shares~~ascertain whether ~~were~~impairment ~~sold~~has inoccurred. aWhen ~~private~~proved ~~offering~~reserves ofare ~~units~~assigned ~~consisting~~or ~~of working interests in~~ the ~~Giant~~property #2is ~~Well~~considered ~~and~~to ~~common~~be ~~stock.~~impaired, ~~The~~the ~~Company~~cost ~~has~~of ~~not~~the property ~~issued~~or ~~these~~the ~~shares~~amount as of ~~October~~the ~~31,~~impairment ~~2013,~~is ~~and~~added ~~has~~to ~~recorded~~costs ~~these~~subject ~~proceeds~~to asdepletion ~~common stock, subscribed~~calculations.

~~Note~~Future 6net ~~Reverse~~cash ~~Stock~~flows ~~Split~~from proved reserves using average monthly prices, non-escalated and net of future operating and development costs are discounted to present value and compared to the carrying value of oil and gas properties.

~~Effective~~At asJuly ~~of October~~ 31, ~~2012,~~2014 ~~the~~and ~~Company~~January ~~affected a 1-for-100 reverse split (“Reverse Split”) of the Company’s common stock. Pursuant to the Reverse Split~~31, 2014, the ~~common~~producing ~~stock was combined~~ and ~~reclassified~~undeveloped ~~based~~oil ~~on a ratio of 100 shares of issued~~ and ~~outstanding~~gas ~~common~~properties ~~stock being combined and reclassified into one share of common stock. Fractional share~~ were ~~rounded~~as ~~up to the next whole share. All share and per share amounts for common stock have been restated to reflect the Reverse Split on a retro-active basis.~~follows:

Note 7 Related Party Transactions

	July 31, 2014			January 31, 2014
Cost of properties	$	2,750,859		$	2,577,708
Less: Accumulated depletion		(481,994	)		(410,787	)
Oil and gas properties net	$	2,268,865		$	2,166,921

~~The~~Depletion ~~Company~~expense ~~paid management fees to various companies under the control of executive officers of the Company totaling $49,500 and $35,167~~ for the ~~quarters~~six months ended ~~October~~July 31, ~~2013~~2014 and ~~2012,~~2013 ~~respectively,~~was ~~and~~ $~~148~~80,~~500~~678 and $6323,~~352~~597 ~~for the nine months ended October 31, 2013 and 2012,~~ respectively. ~~These management fees are included in general and administrative expenses.~~

Note 85 ~~Subsequent~~Common ~~Events~~Stock

~~The~~On ~~Company~~March ~~evaluated~~14, ~~events~~2014, ~~through~~the ~~January~~Company ~~15,~~issued an ~~2014~~aggregate ~~that~~of ~~warrant~~8,300 ~~disclosure~~shares inof the ~~financial~~Company’s ~~statements.~~common ~~The~~stock ~~company~~to ~~did~~certain ~~not~~related ~~identify~~parties ~~any~~of ~~events~~the orCompany. ~~transactions~~Shares ~~that~~were ~~would~~valued at ~~impact~~$2,490 ~~these~~for ~~financial~~services ~~statements~~to the Company.

-5-

~~ITEM~~Note ~~2. MANAGEMENT’S~~6 ~~DISCUSSION~~Related ~~AND~~Party ~~ANALYSIS AND RESULTS OF OPERATIONS~~Transactions

The ~~following~~Company ~~discussion~~discontinued ~~and~~management fees ~~analysis~~for ~~is intended to help~~ the ~~reader~~quarter ~~understand~~ended ~~our~~July ~~business~~31, ~~financial condition, results of operations, liquidity and capital resources~~2014. ~~This~~ ~~discussion~~During ~~and analysis should be read in conjunction with our financial statements and~~ the ~~accompanying~~quarter ~~notes~~ended ~~included~~July in31, ~~this report~~2013, asthe ~~well~~Company aspaid ~~our~~management ~~audited~~fees ~~financial~~to ~~statements~~various ~~and~~companies under the ~~accompanying~~common ~~notes~~control ~~included~~of inexecutive ~~our~~officers ~~Annual~~of ~~Report on Form 10-K for~~ the ~~year~~Company, ~~ended~~totaling ~~January 31~~$51, ~~2013~~289. ~~The~~ ~~following~~These ~~discussion~~management ~~contains~~fees ~~forward-looking statements that~~ are ~~dependent~~included ~~upon~~in ~~events, risks~~ general and ~~uncertainties~~administrative ~~that may be outside our control~~expenses. ~~Our~~ ~~actual~~The ~~results~~officers ~~could~~of ~~differ~~the ~~materially~~Company ~~from~~do ~~those~~not ~~discussed~~receive incash ~~these forward-looking statements~~compensation. ~~Factors~~ ~~that~~From ~~could cause or contribute~~ time-to-time ~~such~~officers ~~differences~~receive ~~include~~stock-based compensation, ~~but~~as ~~are~~determined ~~not~~by ~~limited~~the ~~to,~~Board ~~market~~of ~~prices~~Directors. ~~for~~Stock-based ~~natural~~compensation ~~gas~~in ~~and~~the ~~crude~~amount ~~oil, economic and competitive conditions, regulatory changes, estimates~~ of ~~proved~~$ ~~reserves~~2,490 ~~potential~~was ~~failure~~awarded toduring achieve production from development projects, capital expenditures and other uncertainties, as well as those factors discussed below and elsewhere in this report and in our Annual Report on Form 10-K for the six ~~year~~months ended ~~January~~July 31, ~~2013, all of which are difficult to predict~~2014. ~~In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur.~~

~~The~~On ~~financial~~May ~~information~~9, ~~with~~2013, ~~respect~~the toCompany ~~the~~issued ~~three~~a promissory ~~and~~note ~~nine~~in ~~month~~the ~~periods~~principal ~~ended~~amount ~~October~~of 31$175,000. ~~2013~~The ~~and~~promissory ~~2012~~note ~~that~~bears isinterest ~~discussed~~at ~~below~~9% ison ~~unaudited~~the outstanding balance, with interest payable semi-annually. In No principal payments are required until the ~~opinion~~maturity date of ~~management~~June 30, ~~this~~2016, ~~information~~at which time the term note is payable in full. The promissory note also contains ~~all~~a ~~adjustments~~conversion feature, ~~consisting~~which ~~only~~allows ofthe ~~normal~~lender, ~~recurring~~at ~~accruals~~any time prior to maturity, ~~necessary~~on a one-time basis, to ~~state~~convert ~~fairly~~all or a portion of the ~~unaudited~~principal ~~financial~~amount ~~statements. The~~of ~~results~~the note into common stock at a price per share of ~~operations~~$0.55. ~~for~~At ~~the~~issuance, ~~interim~~no ~~periods~~value ~~are~~was ~~not~~assigned ~~necessarily~~to ~~indicative~~this conversion feature. As of July 31, 2014, the ~~results~~note was paid off in exchange of ~~operations~~11% ~~for~~working ~~the~~interest ~~full~~in ~~fiscal~~producing ~~year~~well Quinlan #2.

~~The~~Note ~~Company~~7 ~~intends~~Subsequent to continue to acquire high quality oil and gas properties, primarily “proved producing and proved undeveloped reserves” in the United States. The Company sees significant opportunities in acquiring properties with proved producing reserves and undeveloped acreage in fields that have a long history of production. The Company will also explore low-risk development drilling and work-over opportunities with experienced, strong operators. The Company will attempt to finance oil and gas operations through a combination of privately placed debt and/or equity. There can be no assurance that the Company will be successful in finding financing, or even if financing is found, that the Company will be successful in acquiring oil and/or gas assets that result in profitable operations.Events

AsSubsequent ~~oil~~to ~~and~~July ~~gas~~31, ~~properties~~2014, ~~become~~the ~~available~~Company entered ~~and~~into ~~appear~~a ~~attractive~~letter toagreement ~~the~~in ~~Company’s~~principle ~~management,~~with ~~funds~~Core Resource Management, ~~when~~Inc. ~~they~~(“CRMI”) ~~become~~(OTCQB: ~~available~~CRMI), ~~will~~to beacquire all ~~spent~~of onthe ~~due~~outstanding ~~diligence~~common ~~and~~stock ~~research~~of tothe ~~determine~~Company ifthrough ~~said~~the ~~prospects~~merger ~~could~~of bea ~~purchased~~wholly-owned tosubsidiary ~~provide~~of CRMI ~~income~~with ~~for~~and ~~the~~into the Company. ~~Established~~ ~~oil~~In ~~companies~~the ~~continue~~merger, toeach ~~strive~~stockholder toof ~~reduce~~the ~~costs~~Company ~~and~~will ~~debt~~receive one share of CRMI for each 10. ~~The~~5 ~~Company~~shares ~~believes~~of ~~that~~the ~~this~~Company ~~results~~held of inrecord ~~significant~~by ~~market~~the ~~opportunities~~stockholder. ~~for~~Consummation of the ~~Company~~merger tois ~~possibly~~contingent ~~position~~on ~~itself~~a ~~with~~number ~~sellers~~of ~~that~~factors, ~~wish~~including, but not limited to, ~~divest~~execution by ~~themselves~~the Company and CRMI of ~~production~~a ormutually ~~proved~~agreeable, ~~undeveloped~~detailed ~~properties~~definitive inagreement, ~~order~~satisfactory tocompletion ~~provide~~of ~~liquidity. The~~due ~~Company’s~~diligence ~~management~~by ~~believes~~CRMI, securing ~~that~~of ~~current~~all ~~market~~necessary ~~conditions~~regulatory ~~are~~approvals ~~creating~~and ~~situations~~securing ~~that~~of ~~could~~board ~~result~~of indirector ~~the~~and ~~opportunity~~stockholder ~~for~~approvals ~~such~~of ~~acquisitions~~the merger.

~~The~~Subsequent ~~Company~~to ~~may~~July ~~also~~31, ~~hedge~~2014, ~~price~~the ~~risk~~Company executed ~~by selling forward~~ a ~~portion~~note ofagreement ~~future~~with ~~production~~CRMI ~~acquired~~for ~~under~~working ~~fixed-price contracts to minimize risk associated with commodity prices~~capital. In ~~some~~The ~~cases~~maximum ~~the~~borrowing ~~future~~capacity ~~value~~under ~~of such fixed-price contracts may be greater that~~ the ~~initial~~note ~~investments,~~agreement ~~thereby~~is ~~hedging the inherent acquisition risk~~$500,000. ~~without~~The note ~~limiting~~bears ~~the upside available the stockholders~~ and ~~investors. There~~interest ~~can~~rate ~~be no assurance, however, that any~~ of ~~these~~12% ~~methods~~and ofdue ~~financing~~on ~~will be successful in helping fund the Company~~demand.

~~Operating~~The ~~expenses~~Company ~~will~~has ~~increase~~evaluated assubsequent events through November 21, 2014, the ~~Company~~date ~~undertakes~~the ~~its~~financial ~~plan~~statements ofwere ~~operations~~available to be issued. ~~The~~ ~~increase~~No ~~will~~events behave ~~attributable~~occurred towhich would ~~the~~have ~~continuing~~a ~~geological~~material ~~exploration~~effect ~~and~~on ~~acquisition~~the ~~programs~~financial ~~and~~statements ~~continued~~of ~~professional~~the ~~fees~~Company ~~that~~as ~~will~~of bethat ~~incurred~~date.

~~-6-~~ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS

~~Financial~~The ~~Condition~~following discussion and ~~Results~~analysis is intended to help the reader understand our business, financial condition, results of ~~Operations~~operations, liquidity and capital resources. This discussion and analysis should be read in conjunction with our financial statements and the accompanying notes included in this report, as well as our audited financial statements and the accompanying notes included in our Annual Report on Form 10-K for the year ended January 31, 2014. The following discussion contains forward-looking statements that are dependent upon events, risks and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, market prices for natural gas and crude oil, economic and competitive conditions, regulatory changes, estimates of proved reserves, potential failure to achieve production from development projects, capital expenditures and other uncertainties, as well as those factors discussed below and elsewhere in this report and in our Annual Report on Form 10-K for the year ended January 31, 2014, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur.

~~Revenues~~The financial information with respect to the three and six month periods ended July 31, 2014 that is discussed below is unaudited. In the opinion of management, this information contains all adjustments, consisting only of normal recurring accruals, necessary to state fairly the unaudited financial statements. The results of operations for the interim periods are not necessarily indicative of the results of operations for the full fiscal year.

~~The Company has three main revenue streams, including oil and gas production, production services, and sales of oil and gas properties.~~-6-

~~Oil~~The Company intends to continue to acquire high quality oil and gas properties, primarily “proved producing and proved undeveloped reserves” in the United States. The Company sees significant opportunities in acquiring properties with proved producing reserves and undeveloped acreage in fields that have a long history of production. The Company will also explore low-risk development drilling and work-over opportunities with experienced, strong operators. The Company will attempt to finance oil and gas operations through a combination of privately placed debt and/or equity. There can be no assurance that the Company will be successful in finding financing, or even if financing is found, that the Company will be successful in acquiring oil and/or gas assets that result in profitable operations.

~~For~~As ~~the~~oil ~~three~~and ~~months~~gas ~~ended~~properties become ~~October~~available ~~31,~~and ~~2013,~~appear attractive to the Company’s ~~revenues~~management, ~~from~~funds, ~~oil~~when ~~and~~they ~~gas~~become ~~production~~available, ~~were~~will ~~$308,903,~~be anspent ~~increase~~on ofdue diligence ~~$269,495~~and ~~compared~~research to ~~oil~~determine ~~and~~if ~~gas~~said ~~production~~prospects ~~during~~could ~~the~~be ~~three~~purchased ~~months~~to ~~ended~~provide ~~October~~income ~~31,~~for ~~2012~~the ~~of $39,408~~Company. ~~This~~Established ~~increase~~oil ~~was~~companies continue ~~attributable~~ to ~~production~~strive ofto ~~new~~reduce ~~wells,~~costs ~~the Crown # 1, Branch #1~~ and ~~Giant~~debt. ~~#1,~~The ~~and~~Company ~~improved~~believes ~~production~~that ~~from~~this ~~the Quinlan~~results ~~Properties, offset by a decrease~~ in ~~prices.~~significant ~~Gross~~market ~~production~~opportunities for the Company ~~three~~to ~~months~~possibly inposition ~~2013~~itself ~~increased~~with bysellers ~~4,214~~that ~~BOE~~wish ~~(barrel~~to divest themselves of ~~oil~~production ~~equivalent)~~or ~~from~~proved ~~the~~undeveloped ~~same~~properties in ~~three~~order ~~months~~to inprovide ~~2012~~liquidity. The ~~increase~~Company’s inmanagement ~~production~~believes ~~contributed~~that tocurrent anmarket ~~increase~~conditions inare ~~revenues~~creating ofsituations ~~$403,954.~~that could ~~The~~result ~~increase~~ in ~~revenues~~the ~~was~~opportunity ~~offset~~for bysuch ~~a decrease in price of $134,459~~acquisitions.

~~For~~The ~~the nine months ended October 31, 2013, the~~ Company’s ~~revenues~~may also ~~from~~hedge ~~oil~~price ~~and~~risk ~~gas~~by ~~production~~selling ~~were~~forward ~~$431,629,~~a anportion ~~increase~~ of ~~$216,227~~future ~~compared to revenues from oil and gas~~ production ~~during~~acquired ~~the~~under ~~nine~~fixed-price ~~months~~contracts ~~ended~~to ~~October~~minimize ~~31,~~risk ~~2012~~associated with ofcommodity ~~$215,402~~prices. ~~This~~In ~~increase~~some iscases ~~attributable~~the tofuture ~~production~~value ~~from~~of ~~additional~~such ~~properties~~fixed-price ~~and~~contracts ~~improved~~may ~~production~~be ~~from~~greater ~~existing~~that ~~properties.~~the ~~Gross~~initial ~~production~~investments, thereby ~~for~~hedging the ~~nine~~inherent ~~months~~acquisition ~~in 2013 increased by 1~~risk,~~801~~ ~~BOE~~without ~~(barrel~~limiting ofthe ~~oil~~upside ~~equivalent)~~available ~~from~~ the ~~same~~stockholders ~~nine~~and ~~months in 2012~~investors. ~~The~~There ~~increase~~can be inno ~~production contributed to an increase in revenues of $146~~assurance,~~283.~~ ~~Further~~however, ~~the~~that ~~increase~~any inof ~~revenue~~these ~~was~~methods ~~also~~of ~~attributed~~financing towill anbe ~~increase~~successful in ~~price~~helping offund ~~$69,944~~the Company.

~~Production~~Operating ~~services~~expenses will increase as the Company undertakes its plan of operations. The increase will be attributable to the continuing geological exploration and acquisition programs and continued professional fees that will be incurred.

~~For~~As ~~the~~described in 8-K filings, Subsequent developments following quarter ~~ended~~end, ~~October~~the 31Company has consummated a joint-venture agreement and entered into an executed definitive merger agreement with Core Resource Management, ~~2013~~Inc. (“CRMI”) (OTBQB: CRMI) The Company completed a merger agreement with CRMI on August 28, ~~production~~2014. ~~services~~Upon ~~increased~~closing ~~over~~CRMI will acquire all of the ~~same~~issued ~~period~~and inoutstanding stock of the Company ~~prior~~through ~~year~~Core byResource ~~$5,280,~~Management asHolding Co., (a ~~result~~merger subsidiary of Company) in ~~administrative~~a ~~charges~~reverse ~~for~~triangular ~~operator~~merger ~~fees~~structure. The Company will survive the merger and remain a wholly owned subsidiary of CRMI. Upon final consummation of the Merger, based on the ~~following~~number ~~new~~of ~~wells:~~shares of the ~~Branch~~ #Company’s common stock outstanding on August 28, 2014, each outstanding share of the Company’s common stock (other than shares held by the Company’s stockholders properly exercising dissenters’ rights) would be converted into .0952 shares of CRMI’s common stock (Ratio 10.5 to 1). Management believes the merger will add significant assets to the Company’s portfolio, ~~Quinlan~~expand #Company 3reach into newer markets, ~~Thompson~~allow ~~2-18~~the Company to obtain new acquisitions within the Oklahoma region and ~~Giant~~beyond, #as 1well as creating a synergistic management competency to the consolidated Company, from the Company’s current management talent pool.

~~For~~Financial ~~the~~Condition nine months ended October 31, 2013, production services increased over the same period in the prior year by $9,240, as a result in administrative charges for operator fees on the following new wells: the Branch # 1, Quinlan # 3, Thompson 2-18 and ~~Giant~~Results ~~#1.~~of Operations

~~Gain on sale of oil and gas properties~~Revenues

~~Revenues~~The ~~from~~Company ~~sales of oil and gas properties, during the~~ has three ~~months~~main ~~ended~~revenue ~~October 31~~streams, ~~2013,~~including ~~were~~oil ~~$282,011.~~and ~~During~~gas ~~the quarter ended October 31~~production, ~~2013,~~production ~~the Company sold working interests in the Giant #2 Well as part of a private offering of common stock. The proceeds from the sale of the working interests constitute $282~~services,~~011~~ ofand ~~revenues from~~ sales of oil and gas properties ~~for the period~~. ~~The same period in the prior year did not include any sales of working interests.~~

~~Revenues~~Oil ~~from sales of oil~~ and gas properties increased for the nine month period ended October 31, 2013, over the same period in the prior year by $409,959. During the nine months ended October 31, 2013, the Company sold working interests in the Giant #1 well and Giant #2 well as part of private offerings of common stock. The proceeds of the working interest sales constitute $659,174 of the revenues from sales of oil and gas properties for the 2013 period. The same period in the prior year included sales of working interests in the Quinlan lease totaling $249,215. production

~~Lease~~For ~~operating~~the ~~expenses~~three and six months ended July 31, 2014, the Company’s revenues from oil and gas production were $179,428, and $324,153, respectively, an increase of $162,034 and $201,427 compared to oil and gas production during the three and six months ended July 31, 2013 of $17,394 and $122,726. This increase was attributable to increased production from Branch #1, Crown # 3, Giant #1-21, Giant # 2, and improved production from the Quinlan properties. Gross production for the six months ended July 31, 2014 increased by 2,189 BOE (barrel of oil equivalent) from the same six months in 2013; the increase in production contributed to the increase in revenue.

For the three months ended October 31, 2013, the Company’s lease operating expenses were $79,446, an increase of $35,794 compared to the three months ended October 31, 2012 of $43,652. This increase was a result of costs associated with the following new wells: the Branch # 1, Quinlan # 3, Thompson 2-~~18 and Giant # 1.~~7-

~~-7-~~Production services

For the ~~nine~~three and six months ended ~~October~~July 31, ~~2013~~2014, revenues from production services increased over the ~~Company’s~~same ~~lease~~period ~~operating~~in ~~expenses~~the ~~were~~prior year by $~~364~~440 and $5,~~841~~720, anrespectively, ~~increase~~as ofa $result in administrative charges for operator fees on additional properties: Branch # 1, Quinlan # 3,~~362~~ Thompson ~~compared~~2-18 toand Giant # 1. During the ~~nine~~six months ended ~~October~~July 31, ~~2012~~2014, ofCompany ~~$361,479.~~sold ~~Lease~~eleven ~~operating~~(11) ~~expenses~~percent ~~remained~~working ~~relatively~~interest ~~unchanged~~in producing well, ~~despite~~Quinlan ~~increased~~# ~~production~~2, ~~from~~in ~~these~~the ~~new~~amount ~~wells.~~of

~~General and administrative expenses~~$371,184.

For the three months ended October 31, 2013, the Company’s general and administrative expenses were $275,206, an increase of $158,355 over the three months ended October 31, 2012 of $116,851. The increase in general and administrative expenses is, in part, the result of increased management fees of $42,000, due to payments to related parties during the current period. Salary expense increased by $50,048; the Company did not have any employees during the prior period, thus no expense was incurred. Geology type expenses also increased by $26,164. Further the Company’s accounting and legal expenses have significantly increased with general expenses, in correlation with the increase in the Company’s development activities and drilling operations.Expenses

~~For~~Lease ~~the~~operating ~~nine months ended October 31, 2013, the Company’s general and administrative~~ expenses were $855,402, an increase of $670,743 over the nine months ended October 31, 2012 of $184,659. The increase in general and administrative expenses is, in part, the result of increased management fees of $126,000, due to payments to related parties during the current period. Salary expense increased by $155,123; the Company did not have any employees during the prior period, thus no expense was incurred. Geology type expenses also increased by $88,325. Further the Company’s accounting and legal expenses have significantly increased with general expenses, in correlation with the increase in the Company’s development activities and drilling operations.

~~Liquidity~~For the three and six ~~Capital~~months ~~Resources~~ended July 31, 2014, the Company’s lease operating expenses were $88,170 and $106,623, a decrease of $15,787 and $178,772 compared to the three and six months ended July 31, 2013 of $103,957 and $285,395. This decrease was a result of prior operating costs associated with additional producing properties: Branch # 1, Quinlan # 3, Thompson 2-18 and Giant # 1.

AsGeneral ~~of October 31, 2013~~ and ~~January~~administrative 31, 2013, the Company’s cash balances were $616,913 and $160,460, respectively. This increase in cash as of October 31, 2013 relates primarily to capital raised through equity subscriptions and sales of well interests to fund the Company’s drilling operations, as well as increased revenues and an increase in accounts payable balance. Net cash used in the Company’s operating activities was $683,997 for the nine months ended October 31, 2013, compared to net cash used in operating activities of $406,193 during the comparable period in 2012. This change was primarily attributable to the decrease in accounts receivable and the Company’s gain on sale of well interest for the quarter ended October 31, 2013. expenses

~~The~~For ~~net~~the ~~cash~~three ~~used~~and six inmonths ~~investing~~ended ~~activities~~July is31, ~~primarily~~2014, ~~attributable~~the toCompany’s ~~the~~general ~~purchase~~and ofadministrative ~~oil~~expenses were $125,453 and ~~gas~~$276,686, ~~properties~~respectively, a decrease of $1184,~~320~~164 and $303,~~856~~510 ~~during~~over the ~~nine~~three and six months ended ~~October~~July 31, 2013 of $309,617 and $ 580,196. This decrease in general and administrative expenses is primarily a result of decreased management fees, paid to companies under the control of executive officers of the Company, $100,908, salary expense decreased by $105,075; the Company did not have any salaried employees during the current period, thus no expense was incurred. Geology type expenses decreased by $10,895, accounting and legal decreased $46,737.

~~Cash~~Liquidity generated from the Company’s financing activities was $1,585,673 for the nine months ended October 31, 2013, compared to $11,813 during the comparable period in 2012. This increase was primarily attributable to proceeds from the sale of common stock of $1,442,732, compared to $0 in 2012, and ~~the~~Capital ~~issuance of long-term debt of $175,000 in 2013, compared to $0 in 2012. These increases were partially offset by an increase in bank overdraft of $94,144.~~Resources

~~The~~As ~~Company~~of ~~will~~July ~~continue~~31, to2014 and ~~utilize~~January 31, 2014, the ~~labor~~Company’s ofcash ~~its~~balances ~~directors~~were $34,117 and a$190,827, ~~stockholder~~respectively. ~~until~~This ~~such~~decrease ~~time~~in cash as ~~funding~~of isJuly 31, ~~sourced~~2014 ~~from~~relates ~~the~~primarily ~~capital~~to ~~markets~~continued operating activities. AtNet cash used in the ~~present~~Company’s ~~time,~~operating ~~these~~activities ~~directors~~was ~~and~~$243,314 for ~~stockholder~~the ~~are~~six ~~not~~months ~~being~~ended ~~paid~~July ~~cash~~31, ~~compensation~~2014, ~~but~~compared ~~have~~to ~~been~~net ~~compensated~~cash used in ~~the~~operating ~~form~~activities of ~~equity grants~~$316,906 ~~and~~during ~~through~~the ~~management~~comparable ~~fees~~period in ~~paid~~2013. toThis ~~related~~change ~~party~~was ~~management~~primarily ~~firms.~~attributable Itto isthe ~~anticipated~~increase ~~that~~in ~~additional~~accounts ~~funding~~receivable ~~for~~and ~~the~~decrease ~~next~~in ~~twelve~~accounts ~~months~~payable ~~will~~and beaccrued liabilities ~~required~~for tothe ~~maintain~~quarter ~~the~~ended ~~Company’s~~July ~~operations~~31, 2014.

~~Going~~The ~~Concern~~Company is continuing to reduce general and administrative expenses. The Company expects to improve net cash flow in the next 3 to 12 months through cost control measures.

The ~~Company~~net ~~has~~cash ~~not~~used in ~~attained~~investing ~~profitable~~activities ~~operations and~~ is ~~dependent~~primarily ~~upon~~attributable ~~obtaining financing~~ to ~~pursue~~the ~~any~~purchase ~~acquisitions~~of oil and ~~exploration~~gas ~~activities.~~properties ~~These~~of ~~conditions raise substantial doubt about its ability to continue as a going concern without further financing. For these reasons~~$14,887 ~~our~~during ~~audit report for~~ the ~~year~~six months ended July ~~January~~ 31, ~~2013 states that there is substantial doubt that we will be able to continue as a going concern without further financing~~2014.

~~-8-~~Cash provided by the Company’s financing activities was $84,993 for the six months ended July 31, 2014, compared to $1,585,072 during the comparable period in 2013. This change primarily attributable to proceeds from the sale of common stock of $1,442,732, during the six months ended July 31, 2013. The decrease was partially offset by an increase in bank overdraft of $85,935.

~~Future~~The ~~Financings~~Company will continue to utilize the labor of its directors and a stockholder until such time as funding is sourced from the capital markets. At the present time, these directors and stockholder are not being paid cash compensation, but have been compensated in the form of equity grants, and through management fees paid to related party management firms. It is anticipated that additional funding for the next twelve months will be required to maintain the Company’s operations.

The Company will continue to rely on sales of the Company’s common shares in order to continue to fund the Company’s business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that the Company will achieve any additional sales of its equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities. -8-

~~Off-Balance~~Going ~~Sheet Arrangements~~Concern

The Company has attained noprofitable ~~significant~~operations ~~off-balance~~for ~~sheet~~the ~~arrangements~~three ~~that~~and ~~have~~six months ended July 31, or2014 ~~are~~but ~~reasonably~~is ~~likely~~still dependent upon obtaining financing to ~~have,~~pursue aany ~~current~~acquisitions orand ~~future~~exploration ~~effect~~activities. onThese ~~the~~conditions ~~Company’s~~raise ~~financial~~substantial ~~condition,~~doubt ~~changes~~about inits ~~financial~~ability ~~condition,~~to ~~revenues~~continue oras a ~~expenses,~~going ~~results~~concern ofwithout ~~operations~~further financing. For these reasons, ~~liquidity~~our audit report for the year ended January 31, ~~capital~~2014 ~~expenditures~~states orthat there ~~capital~~is ~~resources~~substantial doubt that ~~are~~we ~~material~~will be able to ~~stockholders~~continue as a going concern without further financing.

~~ITEM~~Future ~~3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Financings

~~Not~~The ~~applicable~~Company will continue to rely on sales of the Company’s common shares in order to continue to fund the Company’s business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that the Company will achieve any additional sales of its equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.

~~ITEM~~Known ~~4. CONTROLS~~Trends ~~AND~~or ~~PROCEDURES~~Uncertainties

~~Evaluation~~Fluctuations in oil and natural gas prices, which have been volatile at times, may adversely affect our revenues as well as our ability to maintain our borrowing capacity, repay current or future indebtedness and obtain additional capital on attractive terms. Our future financial condition, access to capital, cash flow and results of ~~Disclosure~~operations ~~Controls~~are linked to a robust oil and ~~Procedures~~gas market. Historically, oil and natural gas prices have been volatile and are subject to fluctuations in response to changes in supply and demand, market uncertainty and a variety of additional factors that are beyond our control. Current price compression of Oil Commodity Prices have left uncertainty as to the future profitability of operations. If Oil Prices continue to decline, the Company as a going concern without supplemental financing support.

~~The~~While ~~Company~~Management believes ~~maintains~~modest ~~disclosure~~fluctuations ~~controls~~will ~~and~~not ~~procedures~~have ~~that~~a ~~are~~vast ~~designed~~material toaffect, ~~ensure~~major ~~that~~price ~~information~~drops ~~required to be disclosed by it~~ in ~~the~~oil ~~reports that it files or submits to the Securities~~ and ~~Exchange~~gas ~~Commission~~commodity ~~under~~prices ~~the~~will ~~Securities~~have a ~~Exchange~~material ~~Act~~effect ofon ~~1934,~~Company asearnings. ~~amended~~Further, ispotential ~~recorded,~~major ~~processed,~~regulatory ~~summarized~~shifts ~~and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms, and~~ that ~~information~~create issignificant ~~accumulated~~expense ~~and communicated~~ to ~~the~~oil ~~Company’s management, including its principal executive~~ and ~~principal~~gas processing ~~financial~~or ~~officer~~recovery ~~(referred~~would tomaterially inaffect ~~this periodic report as~~ the ~~Certifying Officer), as appropriate to allow timely decisions regarding required disclosure. The~~ Company’s management evaluated, with the participation of its Certifying Officer, the effectiveness of the Company’s disclosure controls and procedures as of October 31, 2013, pursuant to Rule 13a-15(b) under the Securities Exchange Act. ~~Our Certifying Officer concluded that, as of October 31, 2013, our disclosure controls and procedures were not effective. We are taking steps to remedy these deficiencies as quickly as possible.~~

~~Changes~~Climate ~~in Internal Controls~~Change

~~There~~Management ~~were~~has ~~no changes in~~ evaluated the ~~Company’s~~potential ~~internal~~material ~~control~~result ~~over~~of ~~financial~~a ~~reporting~~change ~~that~~in ~~occurred~~climate ~~during~~change. ~~the~~An ~~quarter~~indirect ~~ended~~consequence ~~October~~of ~~31,~~aggressive ~~2013,~~environmental ~~that~~regulation ~~have~~could change ~~materially~~the ~~affected,~~ability orof ~~are~~American ~~reasonably~~companies ~~likely~~ to ~~materially~~drill ~~affect,~~oil ~~the~~and ~~Company~~gas. Management’s ~~internal~~risk ~~control~~management ~~over~~position ~~financial~~is ~~reporting. Management~~to ~~has~~acquire ~~concluded~~currently proven ~~that~~properties ~~the design~~ and ~~operations~~producing ofwells ~~our internal controls over financial reporting at October 31, 2013 were not effective due~~ to ~~lack~~mitigate ofthe ~~segregation~~risk of ~~duties~~regulation ~~and~~on ~~did~~new ~~not~~developments. ~~provide~~Yet, ~~reasonable assurance that~~ the ~~books~~overall ~~and~~impact ~~records~~can ~~accurately~~not ~~reflected~~be clearly ~~our~~understood ~~transactions.~~and Wecould ~~are~~have ~~taking~~a ~~steps~~detrimental ~~to remedy these deficiencies as quickly as possible~~result.

~~-9-~~Any climate change legislation could have an effect on the profitability of the Company’s drilling partners and the Company in general. While there is currently no known policy that would have this impact, the Company continues to assess the potential risk of such legislation or regulation would create as a material consequence. The potential impact would create an increase in the cost of drilling, thereby raise the production cost to realize the market price of the commodities (oil and gas). Increase regulation regarding the water disposal of such drilling of oil would also increase the cost of production and alter the Company’s competitive business model.

~~PART~~An IIindirect consequence of environmental regulation may be the subsidies created to fund alternative energy. Such subsidies may make other forms of energy more competitively priced and thus decrease the demand for oil and gas. Further, some of the subsidies and tax incentives present to in the oil drilling and discovery sector, would increase the operational cost of such efforts. Thus, Company drilling partners would not be as competitively situated within the energy sector as a whole.

~~ITEM~~Finally, 1actual physical changes to the environment, would create drilling challenges and risk for oil and gas production. ~~LEGAL~~ ~~PROCEEDINGS~~At minimum, the physical change would increase the insurance premiums necessary to cover operations as a going concern and increase cost of insuring labor.

The Company is party to lawsuits arising in the normal course of business. In the normal course of our business, title defects and lease issues of various degrees will arise and, if practicable, reasonable efforts will be made to cure any such defects and issues. The Company is not currently a party to any legal proceedings and, to the knowledge of the Company’s management, no such proceedings are threatened or, to the knowledge of the Company, contemplated.-9-

~~ITEM~~Off-Balance ~~1.A. RISK~~Sheet ~~FACTORS~~Arrangements

~~Not~~The ~~applicable~~Company has no significant off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

ITEM 23. ~~UNREGISTERED~~ ~~SALES~~QUANTITATIVE OFAND ~~EQUITY~~QUALITATIVE ~~SECURITIES~~DISCLOSURES ~~AND~~ABOUT ~~USE~~MARKET ~~OF PROCEEDS~~RISK

~~During~~Not ~~the three months ended October 31, 2013, the Company issued 82,500 shares of common stock to investors, at a share price of $0~~applicable.~~48. Proceeds from the sale of shares were used to fund the drilling of the Giant #2 Well.~~

ITEM 34. ~~DEFAULTS~~ ~~UPON~~CONTROLS ~~SENIOR~~AND ~~SECURITIES~~PROCEDURES

~~None.~~Evaluation of Disclosure Controls and Procedures

~~ITEM~~The 4Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by it in the reports that it files or submits to the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms, and that information is accumulated and communicated to the Company’s management, including its principal executive and principal financial officer (referred to in this periodic report as the Certifying Officer), as appropriate to allow timely decisions regarding required disclosure. ~~MINE~~ ~~SAFETY~~The ~~DISCLOSURES~~Company’s management evaluated, with the participation of its Certifying Officer, the effectiveness of the Company’s disclosure controls and procedures as of July 31, 2014, pursuant to Rule 13a-15(b) under the Securities Exchange Act. Our Certifying Officer concluded that, as of July 31, 2014, our disclosure controls and procedures were not effective. We are taking steps to remedy these deficiencies as quickly as possible.

~~Not~~Changes ~~applicable.~~in Internal Controls

~~ITEM~~There 5were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended July 31, 2014, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. ~~OTHER~~ Management ~~INFORMATION~~has concluded that the design and operations of our internal controls over financial reporting at July 31, 2014 were not effective due to lack of segregation of duties and did not provide reasonable assurance that the books and records accurately reflected our transactions. We are taking steps to remedy these deficiencies as quickly as possible.

~~None.~~-10-

~~ITEM~~PART ~~6. EXHIBITS~~II

Exhibit No.	Description of Exhibit
31.1	Rule 13a-14 Certification of Chief Executive Officer and Chief Financial Officer
32.1	Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
101.INS *	XBRL Instance Document
101.SCH *	XBRL Taxonomy Extension Schema Document
101.CAL *	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB *	XBRL Taxonomy Extension Label Linkbase Document
101.PRE *	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF *	XBRL Taxonomy Extension Definition Linkbase Document

ITEM 1. LEGAL PROCEEDINGS

*The ~~Furnished~~Company ~~herewith.~~is Inparty to ~~accordance~~lawsuits ~~with~~arising ~~Rule~~in ~~406T~~the normal course of ~~Regulation~~business. ~~S-T,~~In the ~~information~~normal incourse ~~these~~of ~~exhibits~~our ~~shall~~business, ~~not~~title bedefects ~~deemed~~and tolease beissues ~~“filed” for purposes~~ of ~~Section 18~~various degrees ofwill ~~the~~arise ~~Securities~~and, ~~Exchange~~if ~~Act of 1934~~practicable, asreasonable ~~amended,~~efforts orwill ~~otherwise~~be ~~subject~~made to ~~liability~~cure ~~under~~any ~~that~~such ~~section,~~defects and ~~shall~~issues. ~~not~~The beCompany ~~incorporated~~is bynot currently ~~reference~~a ~~into~~party to any ~~registration~~legal ~~statement~~proceedings orand, ~~other~~to ~~document filed under~~ the ~~Securities~~knowledge ~~Act~~ of ~~1933,~~the asCompany’s ~~amended~~management, ~~except~~no assuch ~~expressly~~proceedings ~~set~~are ~~forth~~threatened or, byto ~~specific~~the ~~reference~~knowledge inof ~~such~~the ~~filing~~Company, contemplated.

~~-10-~~ITEM 1.A. RISK FACTORS

~~SIGNATURES~~Not applicable

InITEM ~~accordance~~2. ~~with~~UNREGISTERED ~~the~~SALES ~~requirements~~OF ofEQUITY ~~the~~SECURITIES ~~Exchange~~AND ~~Act,~~USE ~~the~~OF ~~registrant caused this report to signed on its behalf by the undersigned, thereunto duly authorized.~~PROCEEDS

~~NITRO PETROLEUM INCORPORATED By: /s/ James G~~None. ~~Borem James G. Borem, President, Chief Executive Officer and Interim Chief Financial Officer Date: January 15, 2014~~

~~-11-~~ ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None. 8-K reported

ITEM 6. EXHIBITS

Exhibit No.	Description of Exhibit
31.1	Rule 13a-14 Certification of Chief Executive Officer and Chief Financial Officer
32.1	Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
101.INS ^*	XBRL Instance Document
101.SCH ^*	XBRL Taxonomy Extension Schema Document
101.CAL ^*	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB ^*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE ^*	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF ^*	XBRL Taxonomy Extension Definition Linkbase Document

* Furnished herewith. In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

-11-

SIGNATURES

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

NITRO PETROLEUM INCORPORATED

By:	/s/ James G. Borem
	James G. Borem,
	President, Chief Executive Officer and Interim Chief Financial Officer

Date: November 21, 2014

-12-

Filing Compare · NITRO PETROLEUM INC.