**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10 - Q**





**QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF**


**THE
      SECURITIES EXCHANGE ACT OF 1934.**




**For
      the quarterly period ended March 31, 2008**





**000-52470**


*(Commission
      File Number)*





**Knight
      Energy Corp.**


*(Exact
      name of registrant as specified in its charter)*




**Maryland**
            
            **87-0583192***(State
                or other jurisdiction of incorporation)*
            
            *(IRS
                Employer Identification
                Number)*




**909
      Lake Carolyn Parkway, Suite 850, Irving, TX 75039**


*(Address
      of principal executive offices including zip code)*





**(972)
      401-1133**


( *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 X  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 o
            Accelerated filer oNon-accelerated filer o    (Do
              not
              check if a smaller reporting company)
            Smaller reporting company x





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 May 1, 2008, the Registrant had 25,497,855 shares outstanding of its $0.001
      par value common stock.





1


Knight
      Energy Corp.


Form
      10-Q Index


March
      31, 2008




PagePart
                I-Financial InformationItem
                1. Financial Statements
              3Consolidated
                  Balance Sheets at March 31, 2008 (Unaudited) andDecember
                  31, 2007 (Audited)
              4Consolidated
                  Statements of Operations for the Three Months EndedMarch
                  31, 2008 and 2007 (Unaudited)
              5Consolidated
                  Statements of Cash Flows for the Three Months EndedMarch
                  31, 2008 and 2007 (Unaudited)
              6Notes
                to
                Consolidated Financial Statements (Unaudited)
              7Item 2. Management's Discussion and
                Analysis
                of Financial Condition and Results of Operations
              11Item
                4T. Controls and Procedures
              14Part II-Other InformationItem 2. Unregistered Sales of Equity
                Securities and Use of Proceeds
              15Item
                6. Exhibits
              16Signatures
              18





2




PART
      I


FINANCIAL
      INFORMATION








Item
      1-Consolidated Financial Statements (Unaudited)






3


**Knight
      Energy Corp. and Subsidiary**


**Consolidated
      Balance Sheets**





**ASSETS****March
                31,**
            
            **December
                31,****2008**
            
            **2007****(unaudited)**
            
            **(audited)****Current
                assets:**Cash
                and cash equivalents
            
            $
            93,235
            
            $
            11,915Trade
                receivables
            
            
            114,010
            
            
            123,831Prepaid,
                related party
            
            
            -
            
            
            9,215Inventory
            
            
            6,714
            
            
            7,634Other
                current assets
            
            
            27,345
            
            
            33,091**Total
                current assets**
            
            
            241,304
            
            
            185,686**Land,
                Property and equipment:**Land
            
            
            24,596
            
            
            24,596Oil
                and gas properties, successful efforts method
            
            
            3,983,312
            
            
            3,784,459Other
                property and equipment
            
            
            2,625,890
            
            
            2,619,506Accumulated
                depreciation and depletion
            
            
            (2,025,913
            )
            
            (1,831,120
            )**Land,
                property and equipment, net**
            
            
            4,607,885
            
            
            4,597,441**Total
                assets**
            
            $
            4,849,189
            
            $
            4,783,127**LIABILITIES****Current
                liabilities:**Accounts
                payable
            
            $
            559,630
            
            $
            753,555Accounts
                payable - related party
            
            
            35,653
            
            
            -Accrued
                expenses
            
            
            416,604
            
            
            608,756Notes
                payable
            
            
            -
            
            
            200,000Current
                portion of asset retirement obligation
            
            
            192,210
            
            
            192,210**Total
                current liabilities**
            
            
            1,204,097
            
            
            1,754,521**Long
                term portion of asset retirement obligation**
            
            
            63,686
            
            
            57,746**Total
                liabilities**
            
            
            1,267,783
            
            
            1,812,267**Commitments
                and contingencies**
            
            
            -
            
            
            -**STOCKHOLDERS'
                EQUITY**Preferred
                stock, $0.0001 par value, 50,000,000 shares authorizedzero
                shares issued and outstanding
            
            $
            -
            
            $
            -Common
                stock, $0.0001 par value, 500,000,000 shares authorized25,497,855
                shares issued and outstanding at March 31, 2008and
                December 31, 2007
            
            
            2,550
            
            
            2,550Common
                stock issuable, $0.0001 par value5,647,930
                and 4,415,030 shares issuable at March 31, 2008and
                December 31, 2007, respectively
            
            
            565
            
            
            442Additional
                paid in capital
            
            
            10,749,348
            
            
            8,441,334Accumulated
                deficit
            
            
            (7,169,807
            )
            
            (5,472,216
            )Stock
                subscription receivable
            
            
            (1,250
            )
            
            (1,250
            )**Total
                stockholders' equity**
            
            
            3,581,406
            
            
            2,970,860**Total
                liabilities and stockholders' equity**
            
            $
            4,849,189
            
            $
            4,783,127




See
      accompanying notes to unaudited consolidated financial statements.





4


**Knight
      Energy Corp. and Subsidiary**


**Consolidated
      Statements of Operations**


**(Unaudited)**





**Three
                Months Ended****March
                31,****2008**
            
            **2007**Revenues,
                net
            
            $
            394,127
            
            $
            59,353**Operating
                expenses:**Lease
                operating costs
            
            
            77,571
            
            
            10,652Repairs
                and maintenance
            
            
            38,481
            
            
            20,159General
                and administrative
            
            
            437,915
            
            
            144,057Rent
            
            
            2,043
            
            
            1,484Consulting
            
            
            1,222,084
            
            
            36,250Professional
            
            
            62,412
            
            
            51,322Depreciation,
                depletion, and accretion
            
            
            200,732
            
            
            129,122**Total
                operating expenses**
            
            
            2,041,238
            
            
            393,046**Operating
                loss**
            
            
            (1,647,111
            )
            
            (333,693
            )**Other
                income (expense):**Interest
                income
            
            
            23
            
            
            -Interest
                expense
            
            
            (50,503
            )
            
            (2,334
            )**Total
                other income (expense)**
            
            
            (50,480
            )
            
            (2,334
            )**Net
                loss**
            
            **$**
            **(1,697,591**
            **)**
            **$**
            **(336,027**
            **)****Net
                loss per share - basic and diluted**
            
            **$**
            **(0.06**
            **)**
            **$**
            **(0.01**
            **)****Weighted
                average shares - basic and diluted**
            
            
            **30,153,089**
            
            
            **25,121,484**




See
      accompanying notes to unaudited consolidated financial statements





5


**Knight
      Energy Corp. and Subsidiary**


**Consolidated
      Statements of Cash Flows**


**(Unaudited)**





**Three
                Months Ended****March
                31,**
            
            **March
                31,****2008**
            
            **2007****Cash
                Flows From Operating Activities:**Net
                loss
            
            $
            (1,697,591
            )
            $
            (336,027
            )Adjustments
                to reconcile net loss to net cash used in operations:Depreciation
                and depletion expense
            
            
            194,792
            
            
            128,221Accretion
                expense
            
            
            5,940
            
            
            901Stock
                issued for employee bonus
            
            
            -
            
            
            20,000Warrant
                issued for consulting
            
            
            1,148,529
            
            
            -Changes
                in operating assets and liabilities:Trade
                receivables
            
            
            9,821
            
            
            (13,625
            )Prepaid,
                related party
            
            
            9,215
            
            
            (28,635
            )Inventory
            
            
            920
            
            
            -Other
                current assets
            
            
            5,746
            
            
            -Accounts
                payable
            
            
            (294,064
            )
            
            45,804Accounts
                payable - related party
            
            
            35,653
            
            
            -Accrued
                expenses
            
            
            (192,152
            )
            
            87,534**Net
                Cash Used In Operating Activities**
            
            
            (773,191
            )
            
            (95,827
            )**Cash
                Flows From Investing Activities:**Investment
                in oil and gas properties
            
            
            (98,714
            )
            
            (406,824
            )Purchase
                of property and equipment
            
            
            (6,383
            )
            
            (44,168
            )**Net
                Cash Used In Investing Activities**
            
            
            (105,097
            )
            
            (450,992
            )**Cash
                Flows From Financing Activities:**Proceeds
                from issuance of note payable - related party
            
            
            -
            
            
            210,000Proceeds
                from issuance of note payable
            
            
            230,000
            
            
            -Repayment
                of notes payable
            
            
            (430,000
            )
            
            -Proceeds
                from sale of common stock
            
            
            1,159,608
            
            
            349,899**Net
                Cash Provided By Financing Activities**
            
            
            959,608
            
            
            559,899**Net
                Increase in Cash**
            
            
            81,320
            
            
            13,080**Cash
                at Beginning of Period**
            
            
            11,915
            
            
            15,544**Cash
                at End of Period**
            
            $
            93,235
            
            $
            28,624





**Supplemental
                Disclosure of Cash Flow Information:**Cash
                paid during the period for:Interest
            
            $
            75,003
            
            **$**
            **-**Taxes
            
            $
            -
            
            $
            -**Supplemental
                Disclosure of Non-Cash Investing and Financing
                Transactions:**Property
                additions in accounts payable
            
            
            100,139
            
            
            -Capitalized
                asset retirement obligation
            
            
            -
            
            
            27,207





See
      accompanying notes to unaudited consolidated financial statements





6


**Knight
      Energy Corp. and Subsidiary**


**Notes
      to Consolidated Financial Statements**


**March
      31, 2008**


**(Unaudited)**


**1.** **BASIS
      OF PRESENTATION**




The
      accompanying unaudited financial statements have been prepared in accordance
      with accounting principles generally accepted in the United States of America
      for interim financial information and with the instructions to Form 10-Q of
      Regulation S-K. They do not include all information and footnotes required
      by
      accounting principles generally accepted in the United States of America for
      complete financial statements. However, except as disclosed herein, there has
      been no material change in the information disclosed in the notes to the
      consolidated financial statements for the year ended December 31, 2007 included
      in the Company’s Form 10-KSB/A filed with the Securities and Exchange Commission
      on April 3, 2008. The interim consolidated unaudited financial statements should
      be read in conjunction with those consolidated financial statements included
      in
      the Form 10-KSB/A. In the opinion of management, all adjustments considered
      necessary for a fair presentation, consisting solely of normal recurring
      adjustments, have been made. Operating results for the three months ended March
      31, 2008 are not necessarily indicative of the results that may be expected
      for
      the year ending December 31, 2008.




**2.** **HISTORY
      AND NATURE OF BUSINESS**




Knight
      Energy Corp. (“Knight”, “we”, “us”, “our”, or the “Company”) is a Maryland
      corporation formed in March 2006. The Company’s business plan is to acquire,
      develop, own, operate and otherwise be involved and invest in energy-related
      businesses, assets and investments, including, without limitation, the
      acquisition, exploration and development of natural gas and crude oil, the
      acquisition and operation of drilling rigs and/or gathering systems and/or
      pipelines for natural gas and/or crude oil, and other related businesses, assets
      and investments.




Commencing
      March 16, 2006 and finalized on May 31, 2006, Knight acquired a 100% interest
      in
      Charles Hill Drilling, Inc. (“Hill”), an independent oil and gas services
      company that owned an executed lease agreement and a drilling rig, among other
      assets, in Stephens County, Texas. Hill is now a wholly-owned subsidiary of
      Knight, and is operating as an oil and gas services company dedicated at this
      time to activities on behalf of the Company.


In
      June 2006, the Company executed a stock exchange agreement with Integrated
      Technology Group, Inc. (ITGI),
      which, upon closing in November 2006, resulted in the former stockholders of
      Knight owning approximately 84 percent of the issued and outstanding common
      stock of ITG.
      In
      connection with this transaction, ITG changed
      its name to ‘‘Knight Energy Corp . ” The
      transaction was treated as a recapitalization of the Company.




**3.** **SUMMARY
          OF SIGNIFICANT ACCOUNTING POLICIES**




*Principles
      of Consolidation*





The
      accompanying consolidated financial statements include the general accounts
      of
      Knight and its wholly-owned subsidiary Hill, and all significant intercompany
      transactions, accounts and balances have been eliminated.




*Oil
      and Gas Properties*




The
      Company uses the successful efforts method of accounting for its oil and gas
      properties. Costs incurred by the Company related to the acquisition of oil
      and
      gas properties and the cost of drilling successful wells are capitalized. Costs
      to maintain wells and related equipment and lease and well operating costs
      are
      charged to expense as incurred. Gains and losses arising from sales of
      properties are included in income. Unproved properties are assessed periodically
      for possible impairment.




7
 
 **Knight
          Energy Corp. and Subsidiary**
 **Notes
          to Consolidated Financial Statements**
 **March
          31, 2008**
 **(Unaudited)**


*Property
      and Equipment*





The
      Company’s oil and gas rig is depreciated over its estimated useful life of ten
      years, using the straight line method. Vehicles are depreciated over their
      estimated useful life of three years, using the straight line method.
      Maintenance, repairs and minor replacements are charged to operations in the
      year incurred.





*Stock-Based
      Compensation*




Effective
      March 2, 2006 (Inception Date), the Company adopted the fair value recognition
      provisions of SFAS No. 123(R), *Share-Based
      Payments* ,
      and
      recognizes compensation expense for all stock-based payments based on the
      grant-date fair value.





The
      Company accounts for stock options or warrants issued to non-employees for
      goods
      or services in accordance with the fair value method of SFAS 123(R) and Emerging
      Issues Task Force 96-18, *Accounting
      for Equity Instruments that are issued to Other Than Employees for Acquiring,
      or
      in Conjunction with Selling, Goods or Services* .
      Under this method, the Company records an expense equal to the fair value of
      the
      options or warrants issued. The fair value is computed using an options pricing
      model. See Note 5 - Stockholders’ Equity for further discussion of
      warrants.




*Net
      Loss per Common Share*




Basic
      earnings per share are computed only on the weighted average number of common
      shares outstanding during the respective periods.




There
      were 5,300,000 outstanding warrants that could potentially dilute earnings
      per
      share in the future, but were not included in the computation of diluted
      earnings per share for the periods presented because their impact was
      anti-dilutive for the periods presented.




*Impact
      of Recently Issued Accounting Standards*




In
      September 2006, the Financial Accounting Standards Board (FASB) issued Statement
      of Financial Accounting Standards No. 157 “Fair Value Measurements” (SFAS 157).
      SFAS 157 introduces a framework for measuring fair value and expands required
      disclosure about fair value measurements of assets and liabilities. SFAS 157
      for
      financial assets and liabilities is effective for fiscal years beginning after
      November 15, 2007, and the Company has adopted the standard for those assets
      and
      liabilities as of January 1, 2008. The impact of adoption was not significant.
      Accordingly, the financial assets and liabilities as reported in the Company’s
      financial statements approximate their respective fair value.




In
      February 2008, the FASB decided that an entity need not apply this standard
      to
      nonfinancial assets and liabilities that are recognized or disclosed at fair
      value in the financial statements on a nonrecurring basis until the subsequent
      year. The Company is in the process of evaluating this standard with respect
      to
      its effect on nonfinancial assets and liabilities and therefore has not yet
      determined the impact that it will have on the Company’s financial statements
      upon full adoption.




In
      February 2007, FASB issued SFAS No. 159, “The Fair Value Option for Financial
      Assets and Financial Liabilities Including an Amendment of FASB Statement No.
      115.” The fair value option permits entities to choose to measure eligible
      financial instruments at fair value at specified election dates. The entity
      will
      report unrealized gains and losses on the items on which it has elected the
      fair
      value option in earnings. SFAS 159 was effective beginning in fiscal year 2008.
      The adoption of SFAS 159 had no impact on the Company’s financial statements.




8
 
 **Knight
          Energy Corp. and Subsidiary**
 **Notes
          to Consolidated Financial Statements**
 **March
          31, 2008**
 **(Unaudited)**




**4.** **NOTES
      PAYABLE**




Significant
      current period changes in notes payable during the three months ended March
      31,
      2008 consisted of the following;





In
      November 2007, a third party loaned the Company $200,000, for working capital
      purposes. Repayment of the loan was due in
      60 days or in January 2008 with a 15% fee, resulting in a total $230,000
      payback. At December 31, 2007, the outstanding principal balance was $200,000.
      On January 10, 2008, the Company paid the $30,000 fee on the note payable and
      renewed the original note for an additional two months for an additional 15%
      fee
      or $230,000 payback, for working capital purposes. In March 2008, the Company
      repaid the loan and the payment was $200,000 principal and a $30,000 charge
      for
      interest and fees.




**5.** **STOCKHOLDERS’
      EQUITY**




*Capital
      Structure*




The
      Company is authorized to issue up to 500,000,000 shares of common stock, $0.0001
      par value per share, of which 25,497,855 shares were issued and outstanding
      at
      March 31, 2008. The holders of the common stock do not have any preemptive
      right
      to subscribe for, or purchase, any shares of any class of stock. Additionally,
      the Company has 5,647,930 shares that are issuable as of March 31, 2008.
      Including issuable shares, as if they were outstanding, the Company has
      31,145,785 shares outstanding as of March 31, 2008.




The
      Company is also authorized to issue 50,000,000 shares of Series A preferred
      stock, of which none are issued and outstanding as of March 31,
      2008.




Significant
      current period changes in stockholders’ equity during the three months ended
      March 31, 2008 consisted of the following:




*Common
      Stock Issuable*




In
      May 2007, the Company commenced a private placement offering of the Company’s
      common stock. For the three months ended March 31, 2008, the Company sold
      1,232,900 shares of common stock at $1.00 per share and raised $1,159,608 in
      proceeds, net of placement costs. As of March 31, 2008 the Company had 4,847,930
      shares of common stock recorded as common stock issuable from this $1.00 per
      share private placement offering. These
      sales were made based on exemptions from registration under the Securities
      Act
      of 1933, as amended (the “Securities Act”), and applicable state laws pursuant
      to Section 4(2) of the Securities Act and Rule 506 of Regulation D. These
      issuances qualified for this exemption from registration because, among other
      matters, (i) the Company did not engage in any general solicitation or
      advertising to market the securities; (ii) all the Company's reports filed
      under
      the Securities Exchange Act of 1934 were made available to the buyers; (iii)
      each buyer was provided the opportunity to ask questions and receive answers
      from the Company regarding the offering; (iv) the securities were issued to
      persons with knowledge and experience in financial and business matters so
      that
      he or she was capable of evaluating the merits and risks of an investment in
      the
      Company; and (v) the buyers received “restricted securities” that include a
      restrictive legend on the certificate.




9





**Knight
      Energy Corp. and Subsidiary**


**Notes
      to Consolidated Financial Statements**


**March
      31, 2008**


**(Unaudited)**




Including
      the above item, the Company has 5,647,930 shares of common stock recorded as
      common stock issuable as of March 31, 2008.




*Warrants*




In
      March
      2008, the Company agreed to extend the expiration date of warrants held by
      Nortia Capital Partners, Inc. and Lake Capital AG, both related parties and
      founding shareholders, to purchase in total, 2,500,000 shares of Knight common
      stock at an exercise price of $.50 and 2,500,000 shares of Knight common stock
      at an exercise price of $1.00. For all of the warrants, the exercise period
      was
      extended two years through March 2010.




The
      Company evaluated the warrant revision in accordance with SFAS 123R and utilized
      the Black Scholes method to determine valuation. Since
      they are compensatory warrants, under SFAS 123R, we calculated the change in
      fair value on the modification date by measuring the original warrants on the
      modification date as though they were not being modified but using the
      modification date assumptions and then we re-measured the value of the new
      warrants on the modification date. As a result of our analysis, the total value for the warrant revision was $1,148,529 and recorded as consulting
      expense.




The
      Company used the following in the calculation:





Stock
                Price (modification date)
            
            $
            1.01Expected
                Life (between vesting period and term of warrants)
            
            
            1.00Volatility
            
            
            98%Annual
                Rate of Quarterly Dividends
            
            
            0.00%Risk
                Free Interest Rate (T-bill rate)
            
            
            2.24%




**6.** **RELATED
      PARTY TRANSACTIONS**




Effective
      March 1, 2008, the Company renewed a consulting contract with Nortia Capital
      Partners, Inc. (“Nortia”), a related party. Pursuant
      to the consulting contract , Nortia provides financial consulting services to the Company for a consulting fee of $20,000
      monthly with a
      term of one year through March 2009 .
      For the
      three months ended March 31, 2008, Nortia invoiced the Company $60,000, and
      the
      Company paid Nortia, for consulting services. The
      Company’s chief executive officer and chief financial officer are officers,
      directors and large stockholders of Nortia (See Note 5 - Stockholders’ Equity
      for other related party transactions).




10


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




**SPECIAL
      NOTE REGARDING FORWARD-LOOKING STATEMENTS**




The
      following is a discussion of our financial condition, results of operations,
      liquidity and capital resources. This
      discussion should be read in conjunction with our unaudited financial statements
      and the notes thereto included elsewhere in this Form 10-Q and with our report
      on Form 10-KSB/A filed with the SEC on April 3, 2008.




Some
      of the statements under “Description of Business,” “Risk Factors,” “Management’s
      Discussion and Analysis or Plan of Operation,” and elsewhere in this Report and
      in our periodic filings with the Securities and Exchange Commission constitute
      forward-looking statements. These statements involve known and unknown risks,
      significant uncertainties and other factors what may cause actual results,
      levels of activity, performance or achievements to be materially different
      from
      any future results, levels of activity, performance or achievements expressed
      or
      implied by such forward- looking statements. Such factors include, among other
      things, those listed under “Risk Factors” and elsewhere in this Report.




In
      some cases, you can identify forward-looking statements by terminology such
      as
“may,” “will,” “should,” “could,” “intends,” “expects,” “plans,” “anticipates,”
“believes,” “estimates,” “predicts,” “potential” or “continue” or the negative
      of such terms or other comparable terminology.




The
      forward-looking statements herein are based on current expectations that involve
      a number of risks and uncertainties. Such forward-looking statements are based
      on assumptions that we will obtain or have access to adequate financing for
      each
      successive phase of our growth, that there will be no material adverse
      competitive or technological change in condition of our business, that our
      Chief
      Executive Officer, Chief Financial Officer, and other significant employees
      will
      remain employed as such by us, and that there will be no material adverse change
      in the Company’s operations, business or governmental regulation affecting us.
      The foregoing assumptions are based on judgments with respect to, among other
      things, further economic, competitive and market conditions, and future business
      decisions, all of which are difficult or impossible to predict accurately and
      many of which are beyond our control.




Although
      our management believes that the expectations reflected in the forward-looking
      statements are reasonable, management cannot guarantee future results, levels
      of
      activity, performance or achievements. Moreover, neither management nor any
      other persons assumes responsibility for the accuracy and completeness of such
      statements.




**GENERAL** ****




Knight
      Energy Corp. (“Knight”, “we”, “us”, “our”, or the “Company”) is a Maryland
      company formed in March 2006. Our business plan is to acquire, develop, own,
      operate and otherwise be involved and invest in energy-related businesses,
      assets and investments, including, without limitation, the acquisition,
      exploration and development of natural gas and crude oil, the acquisition and
      operation of drilling rigs and/or gathering systems and/or pipelines for natural
      gas and/or crude oil, and other related businesses, assets and investments.




We
      are a reporting company pursuant to Section 12 (g) of the Securities Exchange
      Act of 1934, as amended, and our shares of common stock are publicly traded
      on
      the Pink Sheets under the symbol “KNEC”.




11


**RESULTS
      OF OPERATIONS**




***Three
      months ended March 31, 2008 compared to the three months ended March 31, 2007***




**Three
                Months Ended****March
                31,****2008**
            
            **2007**Revenues,
                net
            
            $
            394,127
            
            $
            59,353**Operating
                expenses:**Lease
                operating costs
            
            
            77,571
            
            
            10,652Repairs
                and maintenance
            
            
            38,481
            
            
            20,159General
                and administrative
            
            
            437,915
            
            
            144,057Rent
            
            
            2,043
            
            
            1,484Consulting
            
            
            1,222,084
            
            
            36,250Professional
            
            
            62,412
            
            
            51,322Depreciation,
                depletion, and accretion
            
            
            200,732
            
            
            129,122**Total
                operating expenses**
            
            
            2,041,238
            
            
            393,046**Operating
                loss**
            
            
            (1,647,111
            )
            
            (333,693
            )**Other
                income (expense):**Interest
                income
            
            
            23
            
            
            -Interest
                expense
            
            
            (50,503
            )
            
            (2,334
            )**Total
                other income (expense)**
            
            
            (50,480
            )
            
            (2,334
            )**Net
                loss**
            
            **$**
            **(1,697,591**
            **)**
            **$**
            **(336,027**
            **)**




*Revenues* *:*




Revenues
      increased $334,774, or 564%, to $394,127 for the three months ended March 31,
      2008, from $ 59,353 for the
      three months ended March 31, 2007. Revenues
      for the three months ended March 31, 2008 were comprised of $251,584 of natural gas sales less $43,747 of gas royalties
      and $225,379 of oil sales less $39,089 of oil royalties. Revenues
      for the three months ended March 31, 2007 were comprised of $64,034 of natural
      gas sales less $12,006 of gas royalties and $9,452 of oil sales less $2,127
      of
      oil royalties.




*Operating
      Expenses* *:*




Operating
      expenses increased $1,648,192 or 419%, to $2,041,238 for the three months ended
      March 31, 2008 from $393,046 for the three months ended March 31, 2007. The
      increase was primarily the result of a one-time non-cash $1,148,529 consulting
      expense for the revision of warrant terms. The remaining increase was primarily
      $293,858 of increased general and administration expense, $71,610 of increased
      depreciation, depletion, and accretion expense and $66,919 of increased lease
      operating costs. The increase in general and administration expense was
      comprised primarily of increased compensation expense. The increased
      compensation expense, depreciation, depletion, and accretion expense and
      leasehold operating costs were directly attributable to increased production
      and
      revenue related to the Company’s oil and gas operations.




*Other
      Income (Expense)* *:*




Other
      income (expense) increased $48,146 of expense or 2,063%, to $50,480 of expense
      for the three months ended March 31, 2008 from $2,334 of expense for the three
      months ended March 31, 2007. The increase was primarily from interest expense
      increasing $48,169 to $50,503 for the three months ended March 31, 2008 from
      $2,334 for the three months ended March 31, 2007. The
      increased interest expense resulted from increased borrowings.




12


**Liquidity
      and Capital Resources**




Cash
      and cash equivalents were $93,235 at March 31, 2008 as compared to $11,915
      at
      December 31, 2007.




Although
      we believe that our oil and gas operations and the sale of our common stock
      or
      issuance of indebtedness will be sufficient for our capital requirements, we
      cannot provide assurance that this will occur. The consolidated financial
      statements do not include any adjustments to reflect the possible effects on
      recoverability and classification of assets or the amounts and classification
      of
      liabilities, which may result from our inability to continue as a going
      concern.




Operating
      Activities: Net cash used in operating activities was $773,191 for the three
      months ended March 31, 2008 compared to $95,827 for the three months ended
      March
      31, 2007. The increase in cash used was primarily from an increase in net loss
      of $1,361,564 and a decrease in accounts payable of $258,411 and accrued
      expenses of $192,152, offset by a one-time non-cash consulting expense of
      $1,148,529 for the revision of warrant terms and an increase in depreciation,
      depletion and accretion expense of $71,610.




Investing
      Activities: Net cash used in investing activities was $105,097 for the three
      months ended March 31, 2008 compared to $450,992 for the three months ended
      March 31, 2007. The decrease from the three months ended March 31, 2007 was
      from
      a reduction in the purchase of oil and gas properties and property and
      equipment.




Financing
      Activities: Net cash provided by financing activities was $959,608 for the
      three
      months ended March 31, 2008 compared to $559,899 for the three months ended
      March 31, 2007. The increase from the three months ended March 31, 2007 was
      primarily from an increase in proceeds from the sale of common stock, partially
      offset by the repayment of a note payable.




**Notes
      payable**




Significant
      current period changes in note payable during the three months ended March
      31,
      2008 consisted of the following:




In
      November 2007, a third party loaned the Company $200,000, for working capital
      purposes. Repayment of the loan was due in
      60 days or in January 2008 with a 15% fee, resulting in a total $230,000
      payback. At December 31, 2007, the outstanding principal balance was $200,000.
      On January 10, 2008, the Company paid the $30,000 fee on the note payable and
      renewed the original note for an additional two months for an additional 15%
      fee
      or $230,000 payback, for working capital purposes. In March 2008, the Company
      repaid the loan and the payment was $200,000 principal and a $30,000 charge
      for
      interest and fees.




**Liquidity**




To
      continue with our business plan, we will require additional capita l .
      We do not
      anticipate that we will generate sufficient cash from our oil and gas operations
      to fund our operations for the next twelve months.




Our
      ability to continue as a going concern is dependent on our ability to further
      implement our oil and gas business plan, which requires that we obtain additional capital, either through
      equity and/or debt financing, or through generating sufficient revenues and
      cash
      flows, or through a combination of all the foregoing. The consolidated financial
      statements do not include any adjustments that might be necessary if we are
      unable to continue as a going concern. If
      required, our ability to obtain additional financing from other sources also
      depends on many factors beyond our control, including the state of the capital
      markets and the prospects for business growth. The
      necessary additional financing may not be available or may be available only
      on
      terms that would result in excessive further dilution to the current owners
      of
      our common stock.




13




On
      March
      28, 2008, the Company received a firm commitment from a third party for up
      to
      $5,000,000 of capital to be received during the fiscal year ended December
      31,
      2008.




As
      a
      result of the additional capital, the Company will utilize the funds for the
      development of existing leases and wells and as a result, increase oil and
      gas
      revenue. Based upon these conditions any substantial doubt about the Company’s
      ability to continue as a going concern has been alleviated for a reasonable
      period of time.




**Off-Balance
      Sheet Arrangements**




We
      have no off-balance sheet arrangements.




**Item
      4T. Controls and Procedures**




*Evaluation
      of Disclosure Controls and Procedures*




Under the
      supervision and with the participation of our
      senior management, consisting of our chief executive officer and our
      chief financial officer, we conducted an evaluation of
      the
      effectiveness of the design and operation of our disclosure controls and procedures (as
      defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
      of 1934,
      as
      amended, as of the
      end of the period covered by this report (the
      "Evaluation Date" ).
      Based
      on that evaluation, the Company’s
      management, including our chief executive officer and chief financial officer , concluded that as
      of the Evaluation
      Date our disclosure controls and procedures are not effective to
      ensure
      that the information relating
      to us required
      to be disclosed in
      our Securities
      and Exchange Commission ("SEC")
      reports (i) is
      recorded, processed, summarized and reported within the time periods specified
      in SEC
      rules
      and forms, and (ii) 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.




Management's
      Quarterly Report on Internal Control Over Financial Reporting .
      (a) The
      Company's management is responsible for establishing and maintaining an adequate
      system of internal control over financial reporting (as defined in Exchange
      Act
      Rule 13a-15(f)). Our
      management, including our principal executive officer and principal accounting
      officer, conducted an evaluation of the effectiveness of our internal control
      over financial reporting using the criteria set forth by the Committee of
      Sponsoring Organizations of the Treadway Commission (COSO) in Internal
      Control—Integrated Framework. Based on its evaluation, our management concluded
      that there are material weaknesses in our internal control over financial
      reporting. A material weakness is a deficiency, or a combination of control
      deficiencies, in internal control over financial reporting such that there
      is a
      reasonable possibility that a material misstatement of the Company’s annual or
      interim financial statements will not be prevented or detected on a timely
      basis.





The
      material weakness(s) identified are:





1.
            The
                Company does not have a full-time accounting controller and utilizes
                a
                part-time consultant to perform these critical responsibilities.
                This lack
                of full-time accounting staff results in a lack of segregation of
                duties
                and accounting technical expertise necessary for an effective system
                of
                internal control.2.
            The
                Company does not have the required technical expertise to properly
                calculate complex oil and gas required disclosures including impairment
                of
                properties, depletion and accretion expense, FAS 109 income taxes
                and FAS
                69 supplemental oil and gas disclosures. As a result, during the
                audit of
                the Company’s December 31, 2007 financial statements, the Company’s
                independent registered public accounting firm proposed several material
                adjustments to the financial statements of the
                Company.





14


Additionally,
      management determined during its internal control assessment the following
      weakness(s), which, while not considered material, are items that should be
      considered by the Board of Directors for resolution in the near
      future:





1.
            The
                Company should take steps to manage its oil and gas leases, including
                creating a schedule of oil and gas lease agreements and related documents
                to ensure that the Company is aware of its oil and gas rights, expiration
                and renewal dates, and contractual payments regarding royalties,
                taxes,
                improvements, etc. This ensures correct oil and gas capital accounts,
                revenues and related expenses are calculated correctly by accounting.
                Additionally, the Chief Financial Officer should review all oil and
                gas
                lease agreements.2.
            The
                Company should take steps to require that oil and gas expenditures
                are
                properly classified into the proper categories such as acquisition
                costs
                and intangible and tangible drilling costs. Without this, the Company
                cannot properly determine the proper recording and disclosure of
                oil and
                gas expenditures.3.
            The
                Company should take steps to ensure that oil and gas inventory is
                calculated and properly recorded and valued in the general ledger
                and
                financial statements. During the audit of the December 31, 2007 financial
                statements, the independent registered public accounting firm determined
                that this had not been performed by the Company and proposed an adjustment
                of approximately $8,000 to the financial statements.4.
            The
                Company should take steps to enhance the security for bank wire transfers.
                Currently, the CFO and CEO provide instruction to the part-time consultant
                to initiate a wire transfer. As a security enhancement, the bank
                should be
                required to obtain approval from the CEO or CFO to make the wire
                transfer.5.
            The
                Company should take steps to implement a policies and procedures
                manual.6.
            The
                Company utilizes an IT remote access server to store all of the Company’s
                financial data. Although the data has proper firewall and other security
                measures implemented, the information is critical for the Company
                and an
                internal server at the Company headquarters should be
                considered.





In
      order
      to mitigate all of the above weaknesses(s), to the fullest extent possible,
      all
      financial reports are reviewed by the Chief Executive Officer as well as the
      Board of Directors for reasonableness. All unexpected results are investigated.
      At any time, if it appears that any control can be implemented to continue
      to
      mitigate such weaknesses, it is immediately implemented. The Company has
      retained a third-party accounting and financial consulting firm to assist with
      the complex technical oil and gas issues and as soon as our finances allow,
      we
      will hire sufficient accounting staff and implement appropriate procedures
      as
      described above.





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





(b)
      Changes in Internal Control over Financial Reporting. There were no changes
      in
      our internal control over
      financial reporting that
      occurred during
      the last
      fiscal quarter that has materially affected or is
      reasonably likely to materially affect our internal
      control over financial reporting.





***PART
      II - OTHER INFORMATION***




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




In
      May 2007, the Company commenced a private placement offering of the Company’s
      common stock. For the three months ended March 31, 2008, the Company sold
      1,232,900 shares of common stock at $1.00 per share and raised $1,159,608 in
      proceeds, net of placement costs. As of March 31, 2008 the Company had 4,847,930
      shares of common stock recorded as common stock issuable from this $1.00 per
      share private placement offering. These
      sales were made based on exemptions from registration under the Securities
      Act
      of 1933, as amended (the “Securities Act”), and applicable state laws pursuant
      to Section 4(2) of the Securities Act and Rule 506 of Regulation D. These
      issuances qualified for this exemption from registration because, among other
      matters, (i) the Company did not engage in any general solicitation or
      advertising to market the securities;  (ii) all the Company's reports filed
      under the Securities Exchange Act of 1934 were made available to the buyers;
      (iii) each buyer was provided the opportunity to ask questions and receive
      answers from the Company regarding the offering; (iv) the securities were
      issued to persons with knowledge and experience in financial and business
      matters so that he or she was capable of evaluating the merits and risks of
      an
      investment in the Company; and (v) the buyers received “restricted
      securities” that include a restrictive legend on the certificate.





15


**Item
      6.** **Exhibits** ****




**Exhibit
              No.**
            
            **Exhibit
              Description**2.1
            
            Agreement
                and Plan of Merger between Knight Energy Corp., a Nevada corporation,
                and
                Knight Energy Corp., a Maryland corporation, dated April 25, 2007.
                (2)2.2
            
            Stock
                Exchange Agreement by and among Integrated Technology Group, a Nevada
                Corporation, and Knight Energy Corp., a Delaware corporation, effective
                as
                of June 26, 2006. (1)2.3
            
            Stock
                Purchase Agreement between Knight Energy Corp. and the Shareholders
                of
                Charles Hill Drilling Inc. dated March 16, 2006.
                (1)2.4
            
            April
                24, 2006 Waiver and Release amending certain payment terms of the
                March 16, 2006 Stock Purchase Agreement between Knight Energy Corp.
                and Charles Hill Drilling Inc. (4)3.1
            
            Articles
                of Incorporation of Knight Energy Corp. filed with the Maryland Secretary
                of State on April 25, 2007. (2)3.2
            
            Bylaws
                for Knight Energy Corp., formerly known as Integrated Technology
                Group,
                filed with the Maryland Secretary of State on April 25, 2007.
                (2)4.1
            
            Specimen
                common stock certificate. (1)10.1
            
            Employment
                Agreement by and between Knight Energy Corp. and William J. Bosso
                effective October 1, 2006. (1)10.2
            
            Employment
                Agreement by and between Knight Energy Corp. and Bruce A. Hall
                effective October 1, 2006. (1)10.3
            
            Consulting
                Service Agreement by and between Knight Energy Corp. and Nortia Capital
                Partners, Inc. dated March 3, 2006. (1)10.4
            
            Consulting
                Agreement by and between Knight Energy Corp. and Crescent Fund, LLC
                dated
                September 24, 2006. (1)10.5
            
            Consulting
                Agreement by and between Knight Energy Corp. and Crescent Fund, LLC
                dated
                September 24, 2006. (1)10.6
            
            Consulting
                Agreement by and between Knight Energy Corp. and Lake Capital AG,
                effective as of March 3, 2006. (3)10.7
            
            Consulting
                Agreement by and between Knight Energy Corp. and Com-Advice AG, dated
                October 2, 2007. (4)31.1
            
            Certification
                of the Chief Executive Officer of Knight Energy Corp. pursuant to
                Section 302 of the Sarbanes-Oxley Act of 2002.*31.2
            
            Certification
                of the Chief Financial Officer of Knight Energy Corp. pursuant to
                Section 302 of the Sarbanes-Act of 2002.*32.1
            
            Certification
                of the Chief Executive Officer of Knight Energy Corp. pursuant to
                Section 906 of the Sarbanes- Act of 2002.*32.2
            
            Certification
                of the Chief Financial Officer of Knight Energy Corp. pursuant to
                Section 906 of the Sarbanes-Act of
                2002.*





16


*  Filed
      herewith





(1)  Incorporated
      by reference to the Registrant's registration statement on Form 10-SB filed
      with
      the Commission on February 12, 2007.





(2)  Incorporated
      by reference to the Registrant's 8-K filed with the Commission on May 1,
      2007.





(3)  Incorporated
      by reference to the Registrant's Amendment No. 1 to its registration statement
      on Form 10-SB filed with the Commission on May 11, 2007.





(4)  Incorporated
      by reference to the Registrant's Amendment No. 2 to its registration statement
      on Form 10-SB filed with the Commission on July 13, 2007.





(5)  Incorporated
      by reference to the Registrant's Amendment No. 3 to its registration statement
      on Form 10-SB filed with the Commission on August 20, 2007.





(6)  Incorporated
      by reference to the Registrant's 10-KSB/A filed with the Commission on April
      3,
      2008.








17


***SIGNATURES***





Pursuant
      to the requirements of the Securities Exchange Act of 1934, as amended, this
      report has been signed by the following persons on behalf of Knight Energy
      Corp., in the capacities and on the dates indicated.









**Signature**
            **Title**
            **Date**/s/
                William J. Bosso
              William
                J. Bosso
            Chief
                Executive Officer, Principal Executive Officer and
                Director
            May
                15, 2008/s/
                Bruce A. Hall
              Bruce
                A. Hall
            Chief
                Financial Officer, Principal Financial Officer and
                Director
            May
                15, 2008





18