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

|FORM 10-QSB
|-----------

|(Mark One)                                                                   
|-----------------------------------------------------------------------------
|[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
|OF 1934                                                                      

|For the Quarterly Period Ended July 31, 2007
|--------------------------------------------

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

|For the Transition Period from __________ to  __________
|--------------------------------------------------------

|Commission file number: 000-50190
|---------------------------------

|TATONKA OIL AND GAS, INC.                     
|----------------------------------------------
|(Name of Small Business Issuer in Its Charter)

|Colorado                        |  | 47-0877018         
|------------------------------- |  | -------------------
|(State or other jurisdiction of |  | (IRS Employer      
|incorporation or organization)  |  | Identification No.)

|1515 Arapahoe Street, Tower 1, 10thFloor
|----------------------------------------
|Denver, Colorado 80202                  
|(Address of Principal Executive Offices)

|(303) 476-4100                                      
|----------------------------------------------------
|(Registrants telephone number, including area code)

|(Former name, former address and former fiscal year, if changed since last report)
|----------------------------------------------------------------------------------

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

| | Yes | [ x ] | No | [   ]
| | --- | ----- | -- | -----

|Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the  Exchange Act).
|-----------------------------------------------------------------------------------------------------------------
|                                                                                                                 

| | Yes | [] | No | [X]
| | --- | -- | -- | ---

As of September 14, 2007, the Company had 55,000,000 shares of its par value $0.001 common stock issued and outstanding.

Transitional Small Business Disclosure Format (check one):

| | Yes | [  ] | No | [X]
| | --- | ---- | -- | ---

---

|TATONKA OIL AND GAS, INC.                                         
|------------------------------------------------------------------
|Quarterly Report on Form 10-QSB for the                           
|Quarterly Period Ending July 31, 2007                             
|Table of Contents                                                 
|PART I. FINANCIAL INFORMATION                                     
|Item                                                              
|                                                                  
|                                                                  
|                                                                  
|Three and Nine Months Ended July 31, 2007 and 2006 (Unaudited) and
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Item                                                              
|Item                                                              
|PART II. OTHER INFORMATION                                        
|Item                                                              
|Item                                                              
|Item                                                              
|Item                                                              
|Item                                                              
|Item                                                              
|                                                                  

2

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|TATONKA OIL AND GAS, INC.                            |  |            
|---------------------------------------------------- |  | -----------
|(An Exploration Stage Company)                       |  |            
|CONSOLIDATED BALANCE SHEETS                          |  |            
|July 31, 2007 and October 31, 2006                   |  |            
|(Unaudited)                                          |  |            
|                                                    
|                                                     |  | July 31,   
|ASSETS                                               |  | 2007       
|                                                    
|Current Assets                                       |  |            
|Cash and cash equivalents                            |  | $ 31,890   
|Prepaid Expenses                                     |  | 59,265     
|                                                     |  |            
|Total Current Assets                                 |  | 91,155     
|                                                     |  |            
|                                                    
|Fixed Assets  Note 3                                |  | 165,871    
|Oil and gas properties  Note 4                      |  | 4,050,394  
|Long term deposits                                   |  | 228,124    
|Goodwill  Note 1                                    |  | 6,940,918  
|                                                     |  |            
|Total Assets                                         |  | $11,476,462
|                                                     |  |            
|                                                    
|LIABILITIES AND STOCKHOLDERS EQUITY                
|                                                    
|Current Liabilities                                  |  |            
|Accounts payable and accrued liabilities             |  | $ 818,745  
|Due to related parties  Note 5                      |  | 817,321    
|                                                     |  |            
|Total Current Liabilities                            |  | 1,636,066  
|                                                     |  |            
|                                                    
|Total Liabilities                                    |  | 1,636,066  
|                                                     |  |            
|Stockholders Equity                                 |  |            
|                                                    
|Preferred stock                                      |  |            
|25,000,000 shares authorized at $0.001 par value,    |  |            
|none issued or outstanding                           |  |            
|Common stock                                         |  |            
|100,000,000 shares authorized at $0.00025 par value, |  |            
|55,000,000 and 45,000,000 shares issued              |  |            
|and outstanding at July 31, 2007 and                 |  |            
|October 31, 2006, respectively                       |  | 13,750     
|Additional paid-in capital                           |  | 13,296,177 
|Common stock to be issued                            |  | -          
|Deficit accumulated during the exploration stage     |  | (3,469,531)
|                                                     |  |            
|Total Stockholders Equity                           |  | 9,840,396  
|                                                     |  |            
|Total Liabilities and Stockholders Equity           |  | $11,476,462
|                                                     |  |            

The accompanying notes are an integral part of these financial statements

3

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|TATONKA OIL AND GAS, INC.                                            
|---------------------------------------------------------------------
|(An Exploration Stage Company)                                       
|CONSOLIDATED STATEMENTS OF OPERATIONS                                
|for the three months and nine months ended July 31, 2007 and 2006 and
|for the period May 22, 2001 (Date of Inception) to July 31, 2007     
|(Unaudited)                                                          
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Revenues                                                             
|                                                                     
|Expenses:                                                            
|Depreciation                                                         
|Expired leases                                                       
|Mineral property costs                                               
|General and administrative:                                          
|Consulting                                                           
|General and administrative - Other                                   
|Insurance                                                            
|Payroll Expenses                                                     
|Professional fees                                                    
|Rent                                                                 
|Software development  Note 7                                        
|Travel and entertainment                                             
|Wages and benefits                                                   
|Stock based compensation                                             
|                                                                     
|                                                                     
|                                                                     
|Other Income:                                                        
|Interest income                                                      
|                                                                     
|                                                                     
|Net loss for the period                                              
|                                                                     
|                                                                     
|Basic and diluted loss per share                                     
|                                                                     
|                                                                     
|Weighted average number of shares                                    
|outstanding                                                          
|                                                                     

The accompanying notes are an integral part of these financial statements

4

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|TATONKA OIL AND GAS, INC.                                       
|----------------------------------------------------------------
|(An Exploration Stage Company)                                  
|CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY                  
|for the period May 22, 2001 (Date of Inception) to July 31, 2007
|(Unaudited)                                                     
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|Balance, May 22, 2001(Date of Inception)                        
|Issuance of common stock for cash  at                          
|$0.00025                                                        
|Net loss for the period                                         
|                                                                
|                                                                
|Balance, October 31, 2001                                       
|Net loss for the year 2002                                      
|                                                                
|                                                                
|Balance, October 31, 2002                                       
|Net loss for the year 2003                                      
|                                                                
|                                                                
|Balance, October 31, 2003                                       
|Net loss for the year 2004                                      
|                                                                
|                                                                
|Balance, October 31, 2004                                       
|Net loss for the year 2005                                      
|                                                                
|                                                                
|Balance, October 31, 2005                                       
|Cancelled common shares                                         
|                                                                
|Issuance of common stock on acquisition of                      
|Tatonka Oil and Gas Company, Inc.,                              
|October 30, 2006 - at $0.50                                     
|Private placement proceeds                                      
|Less: share issue costs                                         
|Net loss for the year 2006                                      
|                                                                
|                                                                
|Balance, October 31, 2006                                       
|Private placement shares issued                                 
|Less: share issue costs                                         
|Stock-based compensation                                        
|Net loss for the period                                         
|                                                                
|                                                                
|Balance, January 31, 2007                                       
|Stock-based compensation  Note 6                               
|Net Loss for the period                                         
|                                                                
|                                                                
|Balance, April 30, 2007                                         
|Stock-based compensation  Note 6                               
|Net Loss for the period                                         
|                                                                
|Balance, July 31, 2007                                          
|                                                                

The number of common shares outstanding reflects the four for one forward split effective October 30, 2006 (Note 1).

The accompanying notes are an integral part of these financial statements

5

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|TATONKA OIL AND GAS, INC.                                       
|----------------------------------------------------------------
|(An Exploration Stage Company)                                  
|CONSOLIDATED STATEMENTS OF CASH FLOWS                           
|for the nine months ended July 31, 2007 and 2006 and            
|for the period May 22, 2001 (Date of Inception) to July 31, 2007
|(Unaudited)                                                     
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|Cash Flows from Operating Activities                            
|Net loss for the period                                         
|Adjustments to reconcile net income to net cash                 
|used by operating activities:                                   
|Depreciation                                                    
|Stock based compensation                                        
|Changes in working capital balances:                            
|Deposits                                                        
|Prepaid Expenses                                                
|Accounts payable and accrued liabilities                        
|                                                                
|                                                                
|Net cash used by operating activities                           
|                                                                
|                                                                
|Cash Flows used in Investing Activities                         
|                                                                
|Oil and gas properties, net                                     
|Fixed Assets                                                    
|Cash acquired on acquisition of Tatonka Oil and                 
|Gas Company, Inc.                                               
|                                                                
|                                                                
|Net cash used by investing activities                           
|                                                                
|                                                                
|Cash Flows from Financing Activities                            
|Advances Payable                                                
|Proceeds from issuance of common stock                          
|Due to related parties                                          
|                                                                
|Net cash (used) provided by financing activities                
|                                                                
|                                                                
|Increase (decrease) in cash and cash equivalents                
|                                                                
|Cash and cash equivalents, beginning of the period              
|                                                                
|                                                                
|Cash and cash equivalents, end of the period                    
|                                                                

The Company did not expend any cash for interest or income taxes for the nine months ended July 31, 2007 and 2006.

The accompanying notes are an integral part of these financial statements

6

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|Tatonka Oil and Gas, Inc.(An Exploration Stage Company)Notes to the Consolidated Financial StatementsJuly 31, 2007(Unaudited)
|-----------------------------------------------------------------------------------------------------------------------------

Note 1Interim Reporting and Significant Accounting Policies

While the information presented in the accompanying interim nine months consolidated 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 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 October 31, 2006 annual consolidated 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 October 31, 2006 annual financial statements. Certain amounts in the previous financial statements have been changed to conform with the presentation of the July 31, 2007 financial statements.

Operating results for the nine months ended July 31, 2007 are not necessarily indicative of the results that can be expected for the year ended October 31, 2007. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. Actual results may vary from these estimates.

Basis of Presentation

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Tatonka Oil and Gas Company, Inc. All inter-company transactions and balances have been eliminated.

Exploration Stage Company

The Company complies with Financial Accounting Standards Board Statement No. 7 and Securities and Exchange Commission Act Guide 7 for its characterization of the Company as exploration stage.

Cash and Cash Equivalents

The Company considers all investments purchased with a maturity of three months or less to be cash equivalents.

Oil and Gas Properties

The Company follows the 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 a country-by-country (cost centre) 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.

7

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Note 1Interim Reporting and Significant Accounting Policies (continued)

Oil and Gas Properties (continued)

Costs capitalized, together with the costs of production equipment, are depleted and amortized on the unit-of-production method based on the estimated gross proved reserves.

Petroleum products and reserves are converted to a common unit of measure, using 6 MCF of natural gas to one barrel of oil. Costs of acquiring and evaluating unproved properties are initially excluded from depletion calculations. These unevaluated properties are assessed periodically 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.

Future net cash flows from proved reserves using period-end, non-escalated prices and costs, are discounted to present value and compared to the carrying value of oil and gas properties.

Proceeds from a sale of petroleum and natural gas properties are applied against capitalized costs, with no gain or loss recognized, unless such a sale would alter the rate of depletion by more than 20%. Royalties paid net of any tax credits received are netted with oil and gas sales.

Asset Retirement Obligations

The Corporation recognizes the fair value of a liability for an asset retirement obligation in the year in which it is incurred when a reasonable estimate of fair value can be made. The carrying amount of the related long-lived asset is increased by the same amount as the liability.

Changes in the liability for an asset retirement obligation due to the passage of time will be measured by applying an interest method of allocation. The amount will be recognized as an increase in the liability and an accretion expense in the statement of operations. Changes resulting from revisions to the timing or the amount of the original estimate of undiscounted cash flows are recognized as an increase or a decrease in the carrying amount of the liability for an asset retirement obligation and the related asset retirement cost capitalized as part of the carrying amount of the related long-lived asset. As at July 31, 2007, the fair value of the oil and gas propertys site restoration costs is insignificant.

Environmental Costs

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Companys commitments to plan of action based on the then known facts.



|8
|-

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Note 1       Interim Reporting and Significant Accounting Policies - (continued)

Goodwill and Intangible Assets

The Company has adopted the provisions of the FAS No. 142, Goodwill and Intangible Assets. Under FAS No. 142, goodwill and intangible assets with indefinite lives are not amortized but are annually tested for impairment. The determination of any impairment includes a comparison of the estimated future operating cash flows anticipated during the remaining life for the net carrying value of the asset as well as a comparison of the fair value to the book value of the Company or the reporting unit to which the goodwill can be attributed.

Stock-based Compensation

In December 2004, the Financial Accounting Standards Board issued FAS 123R Share-Based Payment, a revision to FAS 123. FAS 123R replaces existing requirements under FAS 123 and APB 25, and requires public companies to recognize the cost of employee services received in exchange for equity instruments, based on the grant-date fair value of those instruments, with limited exceptions. FAS 123R also affects the pattern in which compensation cost is recognized, the accounting for employee share purchase plans, and the accounting for income tax effects of share-based payment transactions. For small business filers, FAS 123R will be effective for interim or annual periods beginning after December 15, 2005. Early adoption is permitted in periods in which financial statements have not yet been issued. The Company adopted FAS 123R on November 1, 2006.

Income Taxes

The Company accounts for income taxes by the asset and liability method. Under this method, current income taxes are recognized for the estimated income taxes payable for the current year. Future income tax assets and liabilities are recognized in the current year for temporary differences between the tax and accounting basis of assets and liabilities as well as for the benefit of losses available to be carried forward to future years for tax purposes that are likely to be realized.

Basic and Diluted Loss Per Share

The Company computes net loss per share in accordance with SFAS No. 128, "Earnings Per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted EPS gives effect to all dilutive potential common shares outstanding during the year including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the year is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti dilutive.

9

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Note 1      Interim Reporting and Significant Accounting Policies - (continued)

Mineral Properties

The costs of acquisition, exploration, carrying and retaining unproven mineral properties are expensed as incurred.

Financial Instruments

The carrying values of cash, accounts payable and accrued liabilities and due to related parties approximate their fair value because of the short maturity of these instruments. It is managements opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.



|Note 2    Nature and Continuance of Operations
|----------------------------------------------

The Company was incorporated under the laws of the State of Colorado on May 22, 2001 as New Pacific Ventures, Inc. Effective June 1, 2006, the Company changed its name to Tatonka Oil and Gas, Inc.

The Companys share capital is comprised of authorized common stock of 100,000,000 shares at $0.00025 par value and preferred stock of 25,000,000 shares at $0.001 par value with none of the preferred shares outstanding as of July 31, 2007. The preferred shares may be issued in one or more series with terms at the discretion of the Board of Directors. The common shareholders have a right to one vote per share held.

At inception, the Company completed a private placement offering of 9,000,000 common shares for cash proceeds of $9,000. During the year ended October 31, 2006, the common shares were forward split on a four for one basis and 6,000,000 post-split common shares were cancelled.

On October 30, 2006, the Company issued 15,000,000 post-split common shares at $0.50 per share to acquire 100% of the issued and outstanding shares of Tatonka Oil & Gas Company, Inc. (the Subsidiary). The entities consolidated in these financial statements include the parent, Tatonka Oil & Gas, Inc., and the Subsidiary.

| | The purchase price of the Subsidiary was allocated as follows: |   |            
| | -------------------------------------------------------------- | - | -----------
| |                                                               
| | Cash                                                           | $ | 3,742      
| | Deposit                                                        |   | 30,000     
| | Oil and gas properties                                         |   | 1,950,126  
| | Goodwill                                                       |   | 6,940,918  
| | Equipment                                                      |   | 27,368     
| | Current liabilities                                            |   | (1,452,154)
| |                                                                |   |            
| |                                                               
| | Total acquisition cost  15,000,000 common shares              | $ | 7,500,000  
| |                                                                |   |            

10

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Note 2Nature and Continuance of Operations  (continued)

Concurrent with the closing of the acquisition, the Company completed a private placement of 10,000,000 common shares at $0.50 for proceeds of $5,000,000. The Company incurred share issue costs totalling $386,694 with respect to this private placement. These shares were issued on December 13, 2006.

The Company is in the exploration stage and is in the process of acquiring and exploring oil and gas properties located in the United States of America. The recoverability of amounts shown for oil and gas properties is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete their development and upon future profitable production or proceeds from their disposition.

These interim consolidated 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. At July 31, 2007, the Company has not yet achieved profitable operations, has insufficient working capital to fund ongoing operations for the next fiscal year, has accumulated losses of $3,469,531 since its inception 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 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.



|Note 3Fixed Assets & Well Equipment:
|------------------------------------

All fixed assets are recorded at cost. Depreciation is provided for using the straight-line method as follows:

| |                               |   | July 31, |   | October 31, 
| | ----------------------------- | - | -------- | - | ------------
| |                               |   | 2007     |   | 2006        
| |                               |   |          |   |             
| |                               |   |          |   | Accumulated 
| | Asset Class                   |   | Cost     |   | Depreciation
| |                              
| | Lease & Well equipment        | $ | 68,369   | $ | 6,271       
| | Computer hardware             |   | 51,184   |   | 10,908      
| | Computer software             |   | 83,128   |   | 23,171      
| | Office furniture and fixtures |   | 4,101    |   | 561         
| |                               |   |          |   |             
| |                              
| | Total                         | $ | 206,782  |   | $ 40,911    
| |                               |   |          |   |             

11

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Note 3Fixed Assets & Well Equipment (continued)

Estimates for the life of fixed assets are as following:

| | Lease  &  Well Equipment - Other           | 10  years
| | ------------------------------------------ | ---------
| | Lease  &  Well Equipment  Surface Casings | 2  years 
| | Computer hardware                          | 3 years  
| | Computer software                          | 2  years 
| | Office furniture & fixtures                | 5  years 

During the quarter ended July 31, 2007, the Company returned some of the well equipment that it had purchased in the quarter ended January 31, 2007. As at July 31, 2007 the Company has unused well equipment costing $103,678 as inventory for future drilling activities. This equipment has not been put to use yet and hence no depreciation expense has been recorded for this equipment. This equipment has been classified as oil and gas properties.

Note 4Oil and Gas Properties

The Company has acquired leases in unproved oil and gas properties located in Colorado and Wyoming, USA. Under the terms of the lease agreements the Company is required to pay its share of royalties and other obligations.

Pursuant to such contracts, as at July 31, 2007, the Company is obligated to pay $308,510 to maintain the leases as follows:

| | Year end October 31, | 2007  | $ | 19,147 
| | -------------------- | ----- | - | -------
| |                      | 2008  |   | 73,891 
| |                      | 2009  |   | 72,746 
| |                      | 2010  |   | 60,347 
| |                      | 2011  |   | 24,836 
| |                      | 2012  |   | 25,297 
| |                      | 2013  |   | 13,348 
| |                      | 2014  |   | 8,042  
| |                      | 2015  |   | 8,042  
| |                      | 2016  |   | 2,814  
| |                      |       |   |        
|
| |                      | Total | $ | 308,510
| |                      |       |   |        

This amount does not contemplate funds required for exploration.

12

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|Note 4Oil and Gas Properties- (continued)
|-----------------------------------------

On January 28, 2007, the Company had signed a letter of intent to purchase a net revenue interest of approximately 80% in leases totalling 6,847 acres in the United States for $1,960,000 from Seer Energy, Inc. The agreement required a deposit of $196,000 within 30 days and the remaining $1,764,000 by July 25, 2007. The Company paid the deposit of $ 196,000 on February 27, 2007. On September 4, 2007, the Company and Seer Energy, Inc. agreed to extend the closing to be not later than September 21, 2007 and increased the purchase price by $100,000 ($1,864,000 will be due at closing).

On July 12, 2007, the Company entered into a participation agreement with Clarion Finance Pte Ltd. ("Clarion") with respect to the Company's leases in the Mowry Shale Prospect in the Powder River Basin. The Company is currently a party to an exploration and development agreement ("EDA") with American Oil and Gas Inc. and North Finn, LLC. Pursuant to the Agreement, Clarion paid $339,454 to the Company at closing as an acquisition fee in exchange for 50% of its interest in its leasehold interests in the Mowry project and 50% interest in its EDA with American Oil & Gas and North Finn, LLC. Title to the 50% interest is being held in escrow until Clarion pays $9 million in drilling and completion costs for wells to be drilled on the prospect.



|Note 5Related Party Transactions
|--------------------------------

Amounts due to related parties consist of advances from an affiliate of a director of the Company and from a shareholder of the Company which are unsecured, non-interest bearing and without specific terms for repayment. The Company repaid $525,000 of these advances during the three months ended January 31, 2007. During the quarter ended July 31, 2007 the Company received additional advances of $ 410,020 from LMA Hughes LLLP, an affiliate of Mr. Brian Hughes, former CEO as an unsecured loan. The Companys payroll payments for work done by employees on projects managed by LMA Hughes, LLLP and unrelated to Tatonka Oil and Gas are allocated towards reduction of the loan amount payable to LMA Hughes, LLLP. As at July 31, 2007 a total of $817,321 is payable to LMA Hughes, LLLP.



|Note 6Stock Purchase Options
|----------------------------

The Company uses the Fair Value Method in accordance with SFAS 123R for accounting of stock based compensation.

On November 2, 2006, the Company approved an employee incentive stock option program for the issuance of up to 5,500,000 stock options, which plan was amended and restated on March 20, 2007. As at July 31, 2007, the Company had 5,050,000 stock options outstanding.

On November 2, 2006, the Company granted 4,162,500 employee incentive stock options exercisable until November 2, 2011. These options vest 25% on the date of the grant and 12.5% every six months thereafter until fully vested. These options are exercisable at the following prices:

13

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Note 6Stock Purchase Options (continued)

Number of Options
     
     Exercise Price2,081,250
     
     $0.501,040,625
     
     $1.001,040,625
     
     $1.254,162,500


Of the above mentioned options, a total of 562,500 options were cancelled during the quarter ended April 30, 2007.

On December 12, 2006, the Company granted 550,000 employee incentive stock options exercisable at $1.25 until December 12, 2011. These options vest 25% on the date of the grant and 12.5% every six months thereafter until fully vested.

On January 30, 2007, the Company granted 300,000 employee incentive stock options exercisable at $1.40 until January 30, 2012. These options vest 25% on the date of the grant and 12.5% every six months thereafter until fully vested.

On February 10, 2007 the Company granted 75,000 employee incentive stock options exercisable at $1.50 until February 10, 2012. These options vest 25% on the date of the grant and 12.5% every six months thereafter until fully vested.

On February 26, 2007, the Company granted 350,000 employee incentive stock options exercisable at $1.40 until February 26, 2012. These options vest 25% on the date of the grant and 12.5% every six months thereafter until fully vested.

On March 3, 2007, the Company granted 150,000 employee incentive stock options exercisable at $1.50 until March 3, 2012. These options vest 25% on the date of the grant and 12.5% every six months thereafter until fully vested.

On June 5, 2007, the Company granted 25,000 employee incentive stock options exercisable at $1.40 until June 5, 2012. These options vest 25% on the date of the grant and 12.5% every six months thereafter until fully vested.

The fair value of these share purchase options which were granted during the three months ended July 31, 2007 was determined using the Companys historical stock prices and the Black-Scholes option-pricing model with the following assumptions:

14

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Note 6Stock Purchase Options (continued)

| | Risk free rate                                                                |   | 4.75%    
| | ----------------------------------------------------------------------------- | - | ---------
| | Dividend yield                                                                |   | 0%       
| | Weighted average expected volatility                                          |   | 96%      
| | Weighted average expected option life                                         |   | 5 yrs    
| |                                                                              
| | Weighted average fair value of options                                        | $ | 0.98     
| | Total options outstanding                                                     |   | 5,050,000
| | Total fair value of options outstanding                                       | $ | 4,972,064
| |                                                                              
| | During the three months ended July 31, 2007, the Company recorded stock based
| | compensation expense of $414,338 in accordance with SFAS 123R.                |   |          

Note 7Software & Product Development - AWCS

The Company is engaged in development of Advanced Well Control Systems (AWCS). This research and development exercise of proprietary software is geared towards developing highly efficient well pumping control systems and other refined energy management solutions with specific emphasis in the oil and gas industry.

Note 8Income Taxes

The Company has accumulated operating losses available to carry forward of $3,469,531, which will expire in the year 2027. The tax benefit of approximately $1,040,860 resulting from the loss carry forward has been offset by a valuation reserve because the losses are unlikely to be realized.

Note 9Subsequent Events

The Company had a $398,226 accounts payable for drilling expenses to a vendor at the end of its 2006 fiscal year end. Pursuant a legal action the Company entered into an agreement with this vendor on August 14, 2007 by executing a note payable for two equal instalments of $199,113 payable on October 15, 2007 and November 15, 2007.

15

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

The following discussion contains forward-looking statements that are subject to significant risks and uncertainties about us, our current and planned projects, and our projected results of operations. There are several important factors that could cause actual results to differ materially from those anticipated by the forward-looking statements. The Company has sought to identify the most significant risks to its business, but cannot predict whether or to what extent any of such risks may be realized nor can there be any assurance that the Company has identified all possible risks that might arise. Investors should carefully consider all of such risks before making an investment decision with respect to the Company's stock. The following discussion and analysis should be read in conjunction with the financial statements of the Company and notes thereto. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment from management.



|Operations Plans
|----------------



| | Colorado Sand Wash Project
| | --------------------------

We have acquired approximately 15,300 net acres of undeveloped coal based methane, or CBM, acreage in Northern Colorados Sand Wash River Basin in which we have a 77% net revenue interest. A pilot program of 16 wells is being proposed during the first and second quarter of fiscal year 2008. The completion of this task will require additional capital beyond what we currently have on hand. We currently do not have any contracts or commitments for additional capital, and no assurances can be given that additional capital will be available to us on terms we deem acceptable, if at all.

When the pilot program is complete, we plan to expand drilling to the coal seams which will not have been tested by the the initial 16 wells, and acquire more acreage. We will undertake to maximize production from the initial wells while continuing to drill.

One test well was drilled in the first quarter ended on January 31, 2007. The data collected is being interpreted. While the cost of this well significantly exceeded expectations, we think that this well merits further evaluation. However, if future drilling efforts on the well prove unsuccessful, we may have to recognize impairment to the carrying value of the well on our books. No drilling activity was undertaken during the quarter ended July 31, 2007. Drilling activity will not resume until the company can obtain financing. No assurance can be given that additional capital for this well completion will be available to us on terms that we deem acceptable, if at all.



| | Wyoming Lateral Pond  SW Lance Project
| | ---------------------------------------

On January 28, 2007, the Company had signed a letter of intent to purchase a net revenue interest of approximately 80% in leases totaling 6,847 acres in the United States for $1,960,000 from Seer Energy, Inc. Eight oil wells have previously been drilled the property, six of which are currently producing, . There are approximately eight miles of pipeline on the acreage. The agreement required a deposit of $196,000 within 30 days and the remaining $1,764,000 by July 25, 2007. The Company paid the deposit of $ 196,000 on February 27, 2007. On September 4, 2007, the Company and Seer Energy, Inc. agreed to an extension. The balance, including an additional $100,000, will be paid by September 21, 2007.



| | Wyoming Mowry Shale Project
| | ---------------------------

We have acquired 22,800 net acres in Powder River Basin of Wyoming, on which we have a 77% net revenue interest, which is a pure oil exploration play.

On July 12, 2007, the Company entered into a participation agreement with Clarion Finance Pte Ltd. ("Clarion") with respect to the Company's leases in the Mowry Shale Project. The Company is currently a party to an exploration and development agreement ("EDA") with American Oil and Gas Inc. and North Finn, LLC.

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Pursuant to the Agreement, Clarion paid $339,000 to the Company at closing as an acquisition fee in exchange for 50% of its interest in its leasehold interests in the Mowry project and 50% interest in its EDA with American Oil & Gas and North Finn, LLC title to the interests purchased is being held in escrow pending Clarions paying $9 million in drilling and completion costs for wells to be drilled on the project.



|General
|-------

We also intend to acquire more acreage through leasing, farm-ins or option and participation agreements.

Gas wells have production rates that naturally decline over time, and that decline must be replaced to maintain or increase total gas production. Decline rates depend on the type of gas reservoir; for CBM reservoirs, this can be 7% to 25% per year. In other words, CBM well production rates can be expected to halve every three to ten years, and we have to drill 7% to 25% more wells annually just to keep up with declines from existing wells.

Our current cash position is not sufficient to fund our cash requirements during the next twelve months, including operations and capital expenditures. We intend to seek joint ventures and/or to obtain equity and/or debt financing to support our current and proposed oil and gas operations and capital expenditures. We cannot assure that continued funding will be available.

Our future financial results will depend primarily on (1) our ability to obtain financings; (2) our ability to discover or produce commercial quantities of oil and gas; (3) the market price for oil and gas; (4) our ability to continue to source and screen potential projects; and (4) our ability to fully implement our exploration and development program with respect to these and other matters. We cannot assure that we will be successful in any of these activities or that the prices of oil and gas prevailing at the time of production will be at a level allowing for profitable production

We have not entered into commodity swap arrangements or hedging transactions. Although we have no current plans to do so, we may enter into commodity swap and/or hedging transactions in the future in conjunction with oil and gas production. We have no off-balance sheet arrangements.



|Liquidity and Capital Resources
|-------------------------------

As at July 31, 2007, we had $31,890 in available cash. At July 31, 2007, we owed an affiliate of Brian Hughes, a director and former CEO, $817,321 for advances made by his affiliate. The balance of accounts payables and accrued liabilities was reduced by $47,725 during the quarter ended July 21, 2007 through payroll payments made to our employees for work done on the affiliates projects (see note 5 to the financial statements included with the Form 10-QSB). We dont expect the amount of payroll-related reduction in the affiliate payable to change significantly in the fourth quarter.

On July 12, 2007, the Company entered into a participation agreement with Clarion Finance Pte Ltd. ("Clarion") with respect to the Company's leases in the Mowry Shale Project in the Powder River Basin. The Company is currently a party to an exploration and development agreement ("EDA") with American Oil and Gas Inc. and North Finn, LLC. Clarion paid $339,000 to the Company at closing as an acquisition fee in exchange for 50% of its interest in its leasehold interests in the Mowry project and 50% interest in its EDA with American Oil & Gas and North Finn, LLC. Clarion is required to pay all the $9 million estimated for the Companys share of costs for a drilling program on this project, so we will not be required to fund these expenses. However, we would have to fund costs exceeding budget.

We plan to continue to provide for our capital needs by obtaining advances from LMA Hughes, LLLP, an affiliate of our Chairman of the Board, Brian Hughes, the sale of equity securities or by debt financing.

We will require additional financing in order to complete our stated plan of operations for the next twelve months. We believe that with funding from LMA Hughes, LLLP, an affiliate of our Chairman of the Board, and bridge financing which we hope to obtain in the near future, our existing capital resources will be sufficient to fund our current level of operating activities, capital expenditures and other obligations through the next three months. However, we will require additional funds in the range of $20,000,000 to $25,000,000 to execute the business plan

17

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through fiscal 2008 twelve month plan. There can be no assurance, however, that financing on acceptable terms will be available, or that it will be sufficient to fund cash
requirements until we can attain positive cash flows. If we are unable to obtain the necessary financing, the Company may be unable to continue as a going concern. We currently have no firm commitments for any additional capital.  The financial
statements included in this Report do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.

The trading price of our shares of common stock and the downturn in the United States stock and debt markets could make it more difficult to obtain
financing. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek
alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our
shares of common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations.

Results of operations for the three months ended July 31, 2007 compared to the three months ended July 31, 2006

Revenues. For the three months ended July 31, 2007 and July 31,
2006 there were no revenues from oil and gas production activities. For the three months ended July 31, 2007, revenues of $348 consisted solely from interest income from funds deposited at financial institutions. There was no interest or other
revenue for the three months ended July 31, 2006.

Operating Expenses. During the three months ended July 31, 2007,
we did not undertake any further drilling activities. For the three months ended July 31, 2007 operating expenses of $956,225 consisted primarily of wages and benefits of $296,544, consulting and professional fees of $87,071, occupancy
expenses of $59,581 and other general and administrative expenses of $98,691. There were non-cash expenses of $414,338 for stock based compensation. For the three months ended July 31, 2006, operating expenses were $3,018 consisting
of general and administrative expenses. We are currently seeking a purchaser for AWCS, advanced well pumping control systems. We incurred $34,461 in consulting fees, $43,317 in salaries and $3,108 in software and product development
expenses relating to AWCS during the three months ended July 31, 2007.  There were no expenses relating to AWCS in the three months ended July 31, 2006.

Our overall investments in oil and gas properties decreased by $53,301 during the three months ended July 31, 2007.  There was no change in fixed
assets during the three months ended July 31, 2007. During the three months ended July 31, 2007 we returned a portion of our inventory of unused well equipment worth $57,856 and sold interests in leasehold property pursuant to an exploration and
development agreement for $339,000. A second and final closing will occur during the first fiscal quarter of 2008.

Investments in oil and gas properties during the three months ended July 31, 2007 mainly consisted of $14,263 spent towards additional leasehold
costs and $168,212 spent towards intangible exploration and drilling costs incurred during the three months ended July 31, 2007. Out of the leasehold costs of $14,263, we spent $13,412 towards lease rentals, $594 towards bonus
considerations and $257 towards brokerage fees. We had not made any investments in fixed assets and oil and gas properties for the three months ended July 31, 2006.

Results of operations for the nine months ended July 31, 2007 compared to the nine months ended July 31, 2006

Revenues.For the nine months ended July 31, 2007 and July 31,
2006 there were no revenues from oil and gas activities. For the nine months ended July 31, 2007 revenues of $2,533 consisted of interest income from funds deposited at financial institutions. Comparative revenues for the nine months ended July
31, 2006 were $23.

Operating Expenses. For the nine months ended July 31, 2007
operating expenses of $3,351,425 consisted primarily of wages and benefits of $845,702, consulting and professional fees of $548,933, lease operating expenses of $78,038, occupancy expenses of $155,180 and other general and
administrative expenses of $535,951. There were non-cash expenses of $1,187,621 for stock based compensation. For the nine months ended July 31, 2006, operating expenses were $9,624 consisting of general and administrative expenses. We
are currently seeking a

18

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purchaser for AWCS, an automated well control system. We incurred $289,112 in consulting fees, $130,212 in salaries and $94,165 in software and product development expenses relating to AWCS during the nine months ended July 31, 2007. There were no expenses relating to AWCS during the nine months ended July 31, 2006.

Our overall investments in oil and gas properties and fixed assets increased by $2,100,268 and $179,414, respectively, during the nine months ended July 31, 2007. During the three months ended July 31, 2007 we returned a portion of our inventory of unused well equipment worth $57,856 and sold interests in leasehold property pursuant to an exploration and development agreement for $339,000, with a second and final closing to occur during the first fiscal quarter of 2008.

Investments in oil and gas properties mainly consisted of $746,674 spent towards additional leasehold costs incurred during the nine months ended July 31, 2007 and $1,589,370 spent towards drilling activities undertaken during the nine months ended July 31, 2007. The leasehold costs of $746,674 mainly consisted of $627,371 spent towards bonus considerations paid and lease rentals of $59,978 paid during the nine months ended July 31, 2007. We had not made any investments in fixed assets and oil and gas properties for the nine months ended July 31, 2006.



|Summary of Significant Accounting Policies
|------------------------------------------

Our consolidated financial statements have been prepared on a going concern basis. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted with any certainty at this time.

Our financial statements have been prepared in accordance with the generally accepted accounting principles (US GAAP). Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. Actual results may vary from these estimates.

The financial statements have, in managements opinion been properly prepared within the framework of the significant accounting policies summarized below:



|Accounting Estimates
|--------------------

The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on the historical trends and other information available when the consolidated financial statements are prepared. Changes in the estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates and assumptions.



|Cash and Cash Equivalents
|-------------------------

For purposes of the statement of cash flows, we consider all investment purchased with a maturity of three months or less to be cash equivalents.



|Exploration Stage Company
|-------------------------

We comply with Financial Accounting Standards Board Statement No. 7 and Securities and Exchange Commission Act Guide 7 for its characterization of us as exploration stage.



|Oil and Gas Properties
|----------------------

We follow the 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 a country-by-country (cost center) basis. Such costs

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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. Costs capitalized, together with the costs of production equipment, are depleted and amortized on the unit-of-production method based on the estimated gross proved reserves. Petroleum products and reserves are converted to a common unit of measure, using 6 MCF of natural gas to one barrel of oil.

Costs of acquiring and evaluating unproved properties are initially excluded from depletion calculations. These unevaluated properties are assessed periodically 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.

Future net cash flows from proved reserves using period-end, non-escalated prices and costs, are discounted to present value and compared to the carrying value of oil and gas properties.

Proceeds from a sale of petroleum and natural gas properties are applied against capitalized costs, with no gain or loss recognized, unless such a sale would alter the rate of depletion by more than 20%. Royalties paid net of any tax credits received are netted with oil and gas sales.



|Asset Retirement Obligations
|----------------------------

We recognize the fair value of a liability for an asset retirement obligation in the year in which it is incurred when a reasonable estimate of fair value can be made. The carrying amount of the related long-lived asset is increased by the same amount as the liability.

Changes in the liability for an asset retirement obligation due to the passage of time will be measured by applying an interest method of allocation. The amount will be recognized as an increase in the liability and an accretion expense in the statement of operations. Changes resulting from revisions to the timing or the amount of the original estimate of undiscounted cash flows are recognized as an increase or a decrease in the carrying amount of the liability for an asset retirement obligation and the related asset retirement cost capitalized as part of the carrying amount of the related long-lived asset. At October 31, 2006 and July 31, 2007, the fair value of the oil and gas propertys site restoration costs is insignificant.



|Long-Lived Assets Impairment
|----------------------------

Our long-term assets are reviewed when changes in circumstances require as to whether their carrying value has become impaired, pursuant to guidance established in SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Management considers assets to be impaired if the carrying value exceeds the future projected cash flows from the related operations, undiscounted and without interest charges. If impairment is deemed to exist, the assets will be written down to fair value, and a loss is recorded as the difference between the carrying value and the fair value. Fair values are determined based on the quoted market values, discounted cash flows or internal and external appraisal, as applicable. Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value.



|Income Taxes
|------------

We have adopted SFAS No. 109, Accounting for Income Taxes, going forward, which requires us to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in our consolidated financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the consolidated financial statements and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.

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|Financial Instruments
|---------------------

The carrying value of cash and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. It is managements opinion that we are not exposed to significant interest, currency or credit risks arising from these financial instruments.



|Stock-based Compensation
|------------------------

We use the Fair Value Method in accordance with SFAS 123R for accounting of stock based compensation.

On November 2, 2006, the Company approved an employee incentive stock option program for the issuance of up to 5,500,000 stock options, which plan was amended and restated on March 20, 2007. As at July 31, 2007, the Company had 5,050,000 stock options outstanding.

On November 2, 2006, the Company granted 4,162,500 employee incentive stock options exercisable until November 2, 2011. These options vest 25% on the date of the grant and 12.5% every six months thereafter until fully vested. These options are exercisable at the following prices:

Number of Options
     
     Exercise Price2,081,250
     
     $0.501,040,625
     
     $1.001,040,625
     
     $1.254,162,500


Of the above mentioned options, a total of 562,500 options were cancelled during the quarter ended April 30, 2007.

On December 12, 2006, the Company granted 550,000 employee incentive stock options exercisable at $1.25 until December 12, 2011. These options vest 25% on the date of the grant and 12.5% every six months thereafter until fully vested.

On January 30, 2007, the Company granted 300,000 employee incentive stock options exercisable at $1.40 until January 30, 2012. These options vest 25% on the date of the grant and 12.5% every six months thereafter until fully vested.

On February 10, 2007 the Company granted 75,000 employee incentive stock options exercisable at $1.50 until February 10, 2012. These options vest 25% on the date of the grant and 12.5% every six months thereafter until fully vested.

On February 26, 2007, the Company granted 350,000 employee incentive stock options exercisable at $1.40 until February 26, 2012. These options vest 25% on the date of the grant and 12.5% every six months thereafter until fully vested.

On March 3, 2007, the Company granted 150,000 employee incentive stock options exercisable at $1.50 until March 3, 2012. These options vest 25% on the date of the grant and 12.5% every six months thereafter until fully vested.

On June 5, 2007, the Company granted 25,000 employee incentive stock options exercisable at $1.40 until June 5, 2012. These options vest 25% on the date of the grant and 12.5% every six months thereafter until fully vested.

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The fair value of these share purchase options which were granted during the three months ended July 31, 2007 was determined using the Companys historical stock prices and the Black-Scholes option-pricing model with the following assumptions:

Risk free rate
     
     4.75%Dividend yield
     
     0%Weighted average expected volatility
     
     96%Weighted average expected option life
     
     5 yrsWeighted average fair value of options
     $
     0.98Total options outstanding
     
     5,050,000Total fair value of options outstanding
     $
     4,972,064


During the three months ended July 31, 2007, the Company recorded stock based compensation expense of $414,338 in accordance with SFAS 123R.

The anti dilutive effect due to exercise of outstanding stock options using the if-converted method is negligible as these stock options convert to 1,390,625 weighted average equivalent common shares, diluting the loss per share by $0.0015.



|ITEM 3. CONTROLS AND PROCEDURES(a)   Evaluation of disclosure controls and procedures.
|--------------------------------------------------------------------------------------

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 as of July 31, 2007. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.



|(b)   Changes in internal control over financial reporting.
|-----------------------------------------------------------

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-QSB that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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|PART II - OTHER INFORMATION
|---------------------------



|Item 1.    Legal Proceedings.
|-----------------------------

Grey Wolf Drilling Company, LLP filed suit against the Company on July 6, 2007 relating to an unpaid bill in the amount of $398,226. On August 14, 2007, the Company settled the litigation and gave the plaintiff a promissory note to pay half of the amount owed by October 15, 2007 and the remainder by November 15, 2007.

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



| | None.
| | -----



|Item 3.    Defaults Upon Senior Securities.
|-------------------------------------------



| | None.
| | -----

Item 4.    Submission of Matters to a Vote of Security Holders.



| | None.
| | -----



|Item 5.    Other Information.
|-----------------------------



| | None.
| | -----



|Item 6.    Exhibits
|-------------------

|31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended
|    
|32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer)          
|    
|32.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer)          
|    

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|SIGNATURES
|----------

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

|                         |  | TATONKA OIL AND GAS, INC.                                 |  | 
|------------------------ |  | --------------------------------------------------------- |  | 
|                        
|Date: September 14, 2007 |  | By: /s/ DIRCK TROMP                                       |  | 
|                         |  |                                                           |  | 
|                         |  | Dirck Tromp                                               |  | 
|                         |  | Chief Executive Officer (Principal Executive Officer)     |  | 
|                        
|Date: September 14, 2007 |  | By: /s/ PAUL C. SLEVIN                                    |  | 
|                         |  |                                                           |  | 
|                         |  | Paul C. Slevin                                            |  | 
|                         |  | Chief Financial Officer (Principal Financial Officer  and |  | 
|                         |  | Principal Accounting Officer)                             |  | 

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