**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-KSB/A**


(Mark
      One)


x
            **ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**




**For
      Fiscal Year Ended: May 31, 2008**




**OR**




 ̈
            **TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**





For
      the
      transition period from __________________ to




Commission
      file number **000-52782**





**COBRA
      OIL & GAS COMPANY**





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





**Nevada**
            
            **26-2113613**(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (I.R.S.
                Employer
              Identification
                No.)**Uptown
                Center**
              **2100
                West Loop South**
              **Houston,
                Texas**
            
            **77027**(Address
                of principal executive offices)
            
            (Zip
                Code)





**(832)
      476-8941**





(Registrant’s
      telephone number, including area code)





Securities
      registered under Section 12(b) of the Exchange Act: None


Name
      of
      each Exchange on Which Registered: None


Securities
      registered under Section 12(g) of the Exchange Act: Common
      Stock, par value $0.00001







Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act.  ̈




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 issuer was required to file such reports), and (2) has been subject
      to
      such filing requirements for the past 90 days. Yes x No  ̈




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of issuer’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB.  ̈




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




State
      issuer’s revenues for its most recent fiscal year. None


State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked price of such common equity as of a specified
      date within the past 60 days.




As
      of
      August 8, 2008 there were 36,140,000 issued and outstanding shares of our common
      stock, $0.00001 par value, held by non-affiliates. The aggregate value of the
      securities held by non-affiliates on August 8, 2008 was approximately $9,035,000
      based on the closing bid price of our common stock on August 8, 2008, which
      was
      $0.25 per share.




State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date. 71,140,000 shares of common stock, $0.00001
      par value, as of August 8, 2008.




Transitional
      Small Business Disclosure Format (check one): Yes  ̈ No x




**DOCUMENTS
      INCORPORATED BY REFERENCE**




Not
      Applicable





**TABLE
      OF CONTENTS**





Item
                Number and Caption
            PageForward
                Looking Statements
            3PART
                1Item
                1. Description of Business
            4Item
                2. Description of Property
            14Item
                3. Legal Proceedings
            14Item
                4. Submission of Matters to Vote of Security Holders
            14PART
                IIItem
                5. Market for Common Equity and Related Stockholders
            14Item
                6. Plan of Operation
            15Item
                7. Financial Statements
            17Item
                8. Changes in and Disagreements with Accountants on Accounting and
                Financial Disclosure
            28Item
                8A.(T) Controls and Procedures
            28Item
                8B. Other Information
            29PART
                IIIItem
                9. Directors, Executive Officers, Promoters, Control Persons and
                Corporate
                Governance; Compliance with Section 16(a) of the Exchange Act
            29Item
                10. Executive Compensation
            31Item
                11. Security Ownership of Certain Beneficial Owners and Management
            32Item
                12. Certain Relationships and Related Transactions , and Director
                Independence
            33Item
                13. Exhibits
            34Item
                14. Principal Accountant Fees and Services
            35


2


**FORWARD-LOOKING
      STATEMENTS**





Except
      for historical information, this report contains forward-looking statements
      within the meaning of Section 27A of the Securities Act of 1933 and Section
      21E
      of the Securities Exchange Act of 1934. Such forward-looking statements involve
      risks and uncertainties, including, among other things, statements regarding
      our
      business strategy, future revenues and anticipated costs and expenses. Such
      forward-looking statements include, among others, those statements including
      the
      words "expects," "anticipates," "intends," "believes" and similar language.
      Our
      actual results may differ significantly from those projected in the
      forward-looking statements. Factors that might cause or contribute to such
      differences include, but are not limited to, those discussed in the sections
      “Description of Business - Risk Factors” and “Plan of Operation.” You should
      carefully review the risks described in this annual report and in other
      documents we file from time to time with the Securities and Exchange Commission.
      You are cautioned not to place undue reliance on the forward-looking statements,
      which speak only as of the date of this report. We undertake no obligation
      to
      publicly release any revisions to the forward-looking statements or reflect
      events or circumstances after the date of this document.





Although
      we believe that the expectations reflected in these forward-looking statements
      are based on reasonable assumptions, there are a number of risks and
      uncertainties that could cause actual results to differ materially from such
      forward-looking statements. These factors include among others:




·
            The
                risks associated with oil and gas exploration;


·
            Our
                ability to raise capital to fund capital expenditures;


·
            Our
                ability to find, acquire, market, develop and produce new properties;


·
            Oil
                and gas price volatility;


·
            Uncertainties
                in the estimation of proved reserves and in the projection of future
                rates
                of production and timing of development expenditures;


·
            Operating
                hazards attendant to the natural gas and oil business;


·
            Downhole
                drilling and completion risks that are generally not recoverable
                from
                third parties or insurance;


·
            Availability
                and cost of materials and equipment;


·
            Delays
                in anticipated start-up dates;


·
            Actions
                or inactions of third-party operators of our properties;


·
            Our
                ability to find and retain skilled personnel;


·
            Regulatory
                developments;


·
            Environmental
                risks; and


·
            General
                economic conditions.





All
      references in this Form 10-KSB to the “Company,” “Cobra,” “we,” “us” or “our”
are to Cobra Oil and Gas Company. All references to share amounts in this Form
      10-KSB give retroactive effect to a 35:1 forward stock split that was effected
      by the Company on May 8, 2008.


3


**PART
      I**




****ITEM
      1.  DESCRIPTION OF BUSINESS****




**Business
      Development**




We
      were
      incorporated in the State of Nevada on November 18, 2005. We were formed to
      purchase, operate and develop oil and gas properties. We are in the exploration
      stage, have no developed reserves or production, and have not realized any
      revenues from our operations. In January 2008 we participated in the
      drilling of the Mike Prospect located in North Central Adams County, Colorado.
      Following drilling, it was determined that the well could not produce in
      commercially viable quantities. We owned a 50% working interest in the Mike
      Prospect.




On
      May
      22, 2008 we entered into a Memorandum of Intent with Coastal Petroleum Company
      (“Coastal”) which outlined the terms and conditions under which Coastal was
      willing to enter into a formal agreement with us on certain oil and gas leases
      owned by Coastal in Valley Creek, Montana. The leases involve approximately
      82,800 net acres. Under the leases, Coastal has a 100% working interest with
      between 75.5% to 80.5% net revenue interests. Pursuant to the Memorandum of
      Intent, on May 23, 2008 we paid Coastal $180,000 in exchange for a two year
      option to purchase a 50% interest in the leases for $1,000,000. Prior to
      exercising the purchase option, we have the right to drill a well at our expense
      on the leases and earn a 50% working interest in the spacing unit if the well
      is
      a producer and we make full payment for the 50% working interest. We have no
      obligation however, to drill any well on the leases before we exercise our
      right
      to purchase the 50% interest in the leases from Coastal. On June 10, 2008 we
      entered into a formal agreement with Coastal with respect to the
      foregoing.




On
      June
      16, 2008 we entered into an Assignment of Farmout Agreement with West Canyon
      Energy Corp. (aka PetroSouth Energy Corp.). Thereunder, we are assignee of
      a 25%
      interest in and to a Farmout Agreement dated February 1, 2008 by and between
      Transco Oil & Gas, Inc. as Farmor and West Canyon Energy Corp. respecting
      the North Semitropic Prospect (the “Prospect”) in Kern County, California. We
      paid $34,000 for the assignment and are responsible for the payment of our
      proportionate share of drilling and testing costs on the Prospect. On or about
      June 12, 2008 we paid Transco Oil & Gas, Inc. $100,347.50 representing the
      balance due by us on our share of the prospect acquisition. Any failure on
      our
      part to meet cash calls required by the Farmout Agreement will result in a
      loss
      of our interest in the Farmout Agreement and the Prospect.




**Principal
      Products and Services**




We
      are in
      the exploration stage and do not currently offer any products or services for
      sale. If, after exploration and drilling, we determine that there are commercial
      quantities of oil and natural gas on our properties, we plan to produce the
      oil
      and natural gas and sell it at the wellhead.




We
      need
      to raise a significant amount of capital to pay for our planned exploration
      and
      development activities. If we cannot raise the capital we require or find
      partners that can fund our required expenditures, we will not be able to drill
      and our business will fail. Even assuming that we obtain the financing we
      require, if we do not discover and produce commercial quantities of oil and
      natural gas, we will not have any products or services to offer and our business
      could fail.


4


**Competitive
      Business Conditions**




The
      oil
      and natural gas industry is highly competitive. We compete with private and
      public companies in all facets of the oil and natural gas business. Numerous
      independent oil and gas companies, oil and gas syndicators, and major oil and
      gas companies actively seek out and bid for oil and gas prospects and properties
      as well as for the services of third-party providers, such as drilling
      companies, upon which we rely. Many of these companies not only explore for,
      produce and market oil and natural gas, but also carry out refining operations
      and market the resultant products worldwide. Most of our competitors have longer
      operating histories and substantially greater financial and other resources
      than
      we do.




Competitive
      conditions may be affected by various forms of energy legislation and/or
      regulation considered from time to time by the government of the United States
      and other countries, as well as factors that we cannot control, including
      international political conditions, overall levels of supply and demand for
      oil
      and gas, and the markets for synthetic fuels and alternative energy
      sources.




**Patents,
      Trademarks and Licenses, Franchises, Concessions, Royalty Agreements or Labor
      Contracts**




We
      presently utilize no patents, licenses, franchises, concessions, royalty
      agreements or labor contracts in connection with our business.




**Research
      and Development**




During
      the fiscal years ended May 31, 2008 and May 31, 2007 we made no expenditures
      on
      research and development.




**Employees**




As
      of
      August 8, 2008 our only employee is our sole executive officer.




**Risk
      Factors**




In
      addition to the other information set forth elsewhere in this Form 10-KSB,
      you
      should carefully consider the following risk factors when evaluating us. The
      trading price of our shares will be affected by the performance of our business
      relative to, among other things, competition, market conditions and general
      economic and industry conditions. The value of our shares may decrease,
      resulting in a loss. The risk factors listed below are not all
      inclusive.


5


**Risks
      Related To Our Business**




*We
      are an exploration stage company with no revenues and a limited operating
      history in the oil and gas business. Accordingly, you will have little basis
      upon which to evaluate our ability to achieve our business
      objectives.*




We
      are an
      exploration stage company and have minimal oil and gas operations. We have
      yet
      to generate any revenues and the July 30, 2008 Audit Report accompanying our
      audited financials included with this Report contains a qualification as to
      our
      ability to continue as a going concern in light of our recurring losses from
      operations. As an oil and gas exploration and development company with a limited
      operating history, properties and related assets, it is difficult for potential
      investors to evaluate our business. Our proposed operations are therefore
      subject to all of the risks inherent in the establishment of a new business
      enterprise and must be considered in light of the expenses, difficulties,
      complications and delays frequently encountered in connection with the formation
      of any new business, as well as those risks that are specific to the oil and
      gas
      industry. Investors should evaluate us in light of the delays, expenses,
      problems and uncertainties frequently encountered by companies developing
      markets for new products, services and technologies. We may never overcome
      these
      obstacles.




*Strategic
      relationships upon which we may rely are subject to change, which may diminish
      our ability to conduct our operations.*




Our
      ability to successfully acquire oil and gas businesses and properties, to
      discover reserves, to participate in extraction opportunities, and to identify
      and enter into commercial arrangements with customers will depend on our
      developing and maintaining close working relationships with industry
      participants and on our ability to select and evaluate suitable businesses
      and
      properties and consummate transactions in a highly competitive environment.
      These realities are subject to change and may impair our ability to
      grow.




To
      develop our business, we will endeavor to use the business relationships of
      our
      management to enter into strategic relationships, which may take the form of
      joint ventures with private parties and contractual arrangements with other
      oil
      and gas companies, including those that supply equipment and other resources
      that we expect to use in our business. We may not be able to establish these
      strategic relationships, or if established, we may not be able to maintain
      them.
      In addition, the dynamics of our relationships with strategic partners may
      require us to incur expenses or undertake activities we would not otherwise
      be
      inclined to in order to fulfill our obligations to these partners or maintain
      our relationships. If our strategic relationships are not established or
      maintained, our business prospects may be limited, which could diminish our
      ability to conduct our operations.


6


*Competition
      in obtaining rights to acquire and develop oil and gas reserves and to market
      production may impair our business.*




The
      oil
      and gas industry is highly competitive. Other oil and gas companies may seek
      to
      acquire property leases and other properties and services that we also seek
      to
      acquire. This competition has become increasingly intense as the price of oil
      and gas on the commodities markets has risen in recent years. Additionally,
      other companies engaged in our line of business may compete with us from time
      to
      time in obtaining capital from investors. Competitors include larger companies,
      which, in particular, may have access to greater resources, may be more
      successful in the recruitment and retention of qualified employees, and may
      conduct their own refining and petroleum marketing operations. The breadth
      and
      scope of these companies may provide them with a competitive advantage over
      us.
      In addition, actual or potential competitors may be strengthened through the
      acquisition of additional assets and interests. If we are unable to compete
      effectively or adequately respond to competitive pressures, this inability
      may
      materially adversely affect our results of operation and financial
      condition.




The
      natural resource industry is highly competitive in all aspects, including the
      distribution and marketing of petroleum products. The oil and gas industry
      competes with other industries in the supply of energy, fuel, and related
      products to consumers. Development of new projects or expansion of existing
      operations could materially increase the supply of oil and gas in the
      marketplace. Depending upon the levels of future demand, increased supplies
      could negatively impact the prices obtained for oil and gas.




*We
      may be unable to obtain additional capital that we will require to implement
      our
      business plan which would restrict our ability to grow.*




We
      have a
      limited amount of working capital that will not be sufficient to fully fund
      our
      planned operations including participation in an increasing number of
      development and exploration projects. We will require additional capital to
      continue to operate our business and to expand our operations. We may be unable
      to obtain the additional capital required.




Future
      acquisitions, development, production and marketing activities, as well as
      our
      administrative requirements (such as salaries, insurance expenses and general
      overhead expenses, as well as legal compliance and accounting expenses) will
      require a substantial amount of additional capital and cash flow. We may not
      be
      successful in locating suitable financing transactions in the time period
      required or at all, and we may not obtain the capital we require by other means.
      If we do not succeed in raising additional capital, we may be unable to fund
      our
      operations going forward.




Our
      ability to obtain needed financing may be impaired by such factors as the
      capital markets (both generally and in the oil and gas industry in particular),
      our status as a relatively new enterprise without a demonstrated operating
      history, the location of our oil and gas properties, the price of oil and gas
      on
      the commodities markets (which will impact the amount of asset-based financing
      available to us), or the retention or loss of key management. Further, if oil
      and gas prices on the commodities markets decrease, then our revenues will
      likely decrease, and such decreased revenues may increase our requirements
      for
      capital. If the amount of capital we are able to raise from financing activities
      is not sufficient to satisfy our capital needs, we may be required to curtail
      or
      cease our operations. Further, we may be forced to sell certain of our assets
      in
      an untimely fashion or on less than favorable terms.




We
      may
      incur substantial costs in pursuing future capital financing, including
      investment banking fees, legal fees, accounting fees, securities law compliance
      fees, printing and distribution expenses and other costs. We also may be
      required to recognize non-cash expenses in connection with certain securities
      we
      may issue, such as convertible notes and warrants, which may adversely impact
      our financial condition.


7


*We
      may not be able to effectively expand operations or manage our growth, which
      may
      harm our profitability.*




Our
      strategy envisions expanding our business. If we fail to effectively manage
      our
      growth, our financial results could be adversely affected. Growth may place
      a
      strain on our management systems and resources. We must continue to refine
      and
      expand our business development capabilities, our systems and processes, and
      our
      access to financing sources. As we grow, we must continue to hire, train,
      supervise and manage new employees. We cannot assure you that we will be able
      to:




·
            meet
                our capital needs;




·
            expand
                our systems effectively or efficiently or in a timely manner;




·
            allocate
                our human resources optimally;




·
            identify
                and hire qualified employees or retain valued employees; or




·
            incorporate
                effectively the components of any business that we may acquire in
                our
                effort to achieve growth.




If
      we are
      unable to manage our growth, our operations and our financial results could
      be
      adversely affected by inefficiency, which could diminish our profitability.




*Our
      business may suffer if we do not attract and retain talented
      personnel.*




Our
      success will depend in large measure on the abilities, expertise, judgment,
      discretion, integrity and good faith of our management and other personnel
      in
      conducting our intended business. We presently have a small management team
      that
      we intend to expand in conjunction with our planned operations and growth.
      The
      loss of a key individual or our inability to attract suitably qualified staff
      could materially adversely impact our business. We presently do not maintain
      “key man” life insurance on any member of our management team.




Our
      success depends on the ability of our management and employees to interpret
      market and geological data correctly and to interpret and respond to economic,
      market and other conditions in order to locate and adopt appropriate investment
      opportunities, monitor such investments, and ultimately, if required, to
      successfully divest such investments. Further, no assurance can be given that
      our key personnel will continue their association or employment with us or
      that
      replacement personnel with comparable skills can be found. We have sought to
      and
      will continue to ensure that management and any key employees are appropriately
      compensated; however, their services cannot be guaranteed. If we are unable
      to
      attract and retain key personnel, our business may be adversely affected.


8


**Risks
      Related To Our Industry**




*Losses
      and liabilities arising from uninsured or under-insured hazards could have
      a
      material adverse effect on our business.*




Our
      proposed operations will be subject to the customary hazards of recovering,
      transporting and processing hydrocarbons such as fires, explosions and gaseous
      leaks, and migration of harmful substances, blowouts and oil spills. A casualty
      occurrence might result in the loss of equipment or life, as well as injury,
      property damage or other liability. It cannot be assured that our insurance
      will
      be sufficient to cover any such casualty occurrences or disruptions. Our
      operations could be interrupted by natural disasters or other events beyond
      our
      control. Losses and liabilities arising from uninsured or under-insured events
      could have a material adverse effect on our business, financial condition and
      results of operations.




*Amendments
      to current laws and regulations governing our operations could have a material
      adverse impact on our business.*




Our
      business will be subject to substantial regulation under local and federal
      laws
      relating to the exploration for, and the development, upgrading, marketing,
      pricing, taxation and transportation of oil, gas and related products and other
      matters. Amendments to current laws and regulations governing operations and
      activities of oil and gas operations could have a material adverse impact on
      our
      proposed business. In addition, there can be no assurance that income tax laws,
      royalty regulations and government incentive programs related to the oil and
      gas
      industry generally, will not be changed in a manner which may adversely affect
      us and cause delays, inability to complete, or abandonment of
      properties.




Permits,
      leases, licenses and approvals are required from a variety of regulatory
      authorities at various stages of exploration and extraction. There can be no
      assurance that the various government permits, leases, licenses and approvals
      sought will be granted to us or, if granted, will not be cancelled or will
      be
      renewed upon expiration.




*Estimates
      of oil reserves that we make may be inaccurate, which could have a material
      adverse effect on us.*




There
      are
      numerous uncertainties inherent in estimating quantities of oil and gas
      resources, including many factors beyond our control, and no assurance can
      be
      given that expected levels of resources or recovery of oil and gas will be
      realized. In general, estimates of recoverable oil and gas resources are based
      upon a number of factors and assumptions made as of the date on which resource
      estimates are determined, such as geological and engineering estimates that
      have
      inherent uncertainties and the assumed effects of regulation by governmental
      agencies and estimates of future commodity prices and operating costs, all
      of
      which may vary considerably from actual results. All such estimates are, to
      some
      degree, uncertain and classifications of resources are only attempts to define
      the degree of uncertainty involved. For these reasons, estimates of the
      recoverable quantities of oil and gas, the classification of such resources
      based on risk of recovery, prepared by different engineers or by the same
      engineers at different times, may vary substantially.


9


*Abandonment
      and reclamation costs are unknown and may be substantial.*




We
      will
      be responsible for compliance with terms and conditions of environmental and
      regulatory approvals and all laws and regulations regarding the abandonment
      of
      our properties and reclamation of lands at the end of their economic life,
      which
      abandonment and reclamation costs may be substantial. A breach of such
      legislation and/or regulations may result in the issuance of remedial orders,
      the suspension of approvals, or the imposition of fines and penalties, including
      an order for cessation of operations at the site until satisfactory remedies
      are
      made. It is not possible to estimate with certainty the abandonment and
      reclamation costs since they will be a function of regulatory requirements
      at
      the time.




*Our
      inability to obtain necessary facilities could hamper our
      operations.*




Oil
      and
      gas extraction and development activities are dependent on the availability
      of
      equipment, transportation, power and technical support in the particular areas
      where these activities will be conducted, and our access to these facilities
      may
      be limited. To the extent that we conduct our activities in remote areas, needed
      facilities may not be proximate to our operations, which will increase our
      cost
      of doing business. Demand for such limited equipment and other facilities or
      access restrictions may affect the availability of such equipment to us and
      may
      delay exploration and development activities. The quality and reliability of
      necessary facilities may also be unpredictable and we may be required to make
      efforts to standardize our facilities, which may entail unanticipated costs
      and
      delays. Shortages and/or the unavailability of necessary equipment or other
      facilities will impair our activities, either by delaying our activities,
      increasing our costs or otherwise.




*Prices
      and markets for oil are unpredictable and tend to fluctuate significantly,
      which
      could reduce profitability, growth and the value of our
      business.*




Our
      revenues and earnings, if any, will be highly sensitive to the price of oil
      and
      gas. Prices for oil and gas are subject to large fluctuations in response to
      relatively minor changes in the supply of and demand for oil and gas, market
      uncertainty, and a variety of additional factors beyond our control. These
      factors include, without limitation, weather conditions, the condition of the
      U.S. and global economies, the actions of the Organization of Petroleum
      Exporting Countries, governmental regulations, political stability in the Middle
      East and elsewhere, war or the threat of war in oil and gas producing regions,
      the foreign supply of oil and gas, the price of foreign imports and the
      availability of alternate fuel sources. Significant changes in long-term price
      outlooks for oil and gas could have a material adverse effect on us.




*Increases
      in our operating expenses will impact our operating results and financial
      condition.*




Extraction,
      development, production, marketing (including distribution costs) and regulatory
      compliance costs (including taxes) will substantially impact the net revenues
      we
      derive from the oil and gas that we produce. These costs are subject to
      fluctuations and variation in different locales in which we will operate, and
      we
      may not be able to predict or control these costs. If these costs exceed our
      expectations, our results of operations may be adversely affected. In addition,
      we may not be able to earn net revenue at our predicted levels, which may impact
      our ability to satisfy our obligations.


10


*Penalties
      we may incur could impair our business.*




Failure
      to comply with government regulations could subject us to civil and criminal
      penalties, could require us to forfeit property rights, and may affect the
      value
      of our assets. We also may be required to take corrective actions, such as
      installing additional equipment or taking other actions, each of which could
      require us to make substantial capital expenditures. We also could be required
      to indemnify our employees in connection with any expenses or liabilities that
      they may incur individually in connection with regulatory action against them.
      As a result, our future business prospects could deteriorate due to regulatory
      constraints, and our profitability could be impaired by our obligation to
      provide such indemnification to our employees.




*Environmental
      risks may adversely affect our business.*




Oil
      and
      gas extraction operations present environmental risks and hazards and are
      subject to environmental regulation pursuant to a variety of federal, state,
      provincial and municipal laws and regulations. Environmental legislation
      provides for, among other things, restrictions and prohibitions on spills,
      releases or emissions of various substances produced in association with oil
      and
      gas operations. The legislation also requires that facility sites be operated,
      maintained, abandoned and reclaimed to the satisfaction of applicable regulatory
      authorities. Compliance with such legislation can require significant
      expenditures and a breach may result in the imposition of fines and penalties,
      some of which may be material. Environmental legislation is evolving in a manner
      we expect may result in stricter standards and enforcement, larger fines and
      liability, and potentially increased capital expenditures and operating costs.
      The discharge of oil, gas or other pollutants into the air, soil or water may
      give rise to liabilities to governments and third parties and may require us
      to
      incur costs to remedy such discharges. The application of environmental laws
      to
      our business may cause us to curtail our production or increase the costs of
      our
      production, development or exploration activities.




*Challenges
      to title to our properties may impact our financial condition.*




Title
      to
      oil and gas interests is often not capable of conclusive determination without
      incurring substantial expense. While we intend to make appropriate inquiries
      into the title of properties and other development rights we acquire, title
      defects may exist. In addition, we may be unable to obtain adequate insurance
      for title defects, on a commercially reasonable basis or at all. If title
      defects do exist, it is possible that we may lose all or a portion of our right,
      title and interests in and to the properties to which the title defects relate.
      If our property rights are reduced, our ability to conduct our exploration,
      development and production activities may be impaired.




**Risks
      Related To Our Common Stock**




*There
      has been a limited trading market for our common stock that may impair your
      ability to sell your shares.*




There
      has
      been a limited trading market for our common stock since our inception. The
      lack
      of an active market may impair your ability to sell your shares at the time
      you
      wish to sell them or at a price that you consider reasonable. The lack of an
      active market may also reduce the fair market value of your shares. An inactive
      market may also impair our ability to raise capital by selling shares of capital
      stock and may impair our ability to acquire other assets or companies by using
      common stock as consideration.


11


Our
      common stock is currently quoted on the NASD’s Over-the-Counter Bulletin Board
      under the symbol “CGCA.OB.” As indicated above, our common stock is not actively
      traded. As a result, investors may find it difficult to obtain accurate
      quotations of the price of our common stock. This situation severely limits
      the
      liquidity of the common stock, and would likely reduce the market price of
      the
      common stock and hamper our ability to raise additional capital.




*The
      market price of our common stock is likely to be highly volatile and subject
      to
      wide fluctuations.*




Assuming
      we are able to establish an active trading market for our common stock, the
      market price of our common stock is likely to be highly volatile and could
      be
      subject to wide fluctuations in response to a number of factors that are beyond
      our control, including:




·
            Dilution
                caused by our issuance of additional shares of common stock and other
                forms of equity securities, which we expect to make in connection
                with
                future capital financings to fund our operations and growth, to attract
                and retain valuable personnel, and in connection with future strategic
                partnerships with other companies;




·
            Announcements
                of acquisitions, reserve discoveries or other business initiatives
                by our
                competitors;




·
            Fluctuations
                in revenue from our oil and gas business as new reserves come to
                market;




·
            Changes
                in the market for oil and gas commodities and/or in the capital markets
                generally;




·
            Changes
                in the demand for oil and gas, including changes resulting from the
                introduction or expansion of alternative fuels;




·
            Quarterly
                variations in our revenues and operating expenses;




·
            Changes
                in the valuation of similarly situated companies, both in our industry
                and
                in other industries;




·
            Changes
                in analysts’ estimates affecting us, our competitors and/or our industry;




·
            Changes
                in the accounting methods used in or otherwise affecting our industry;




·
            Additions
                and departures of key personnel;




·
            Announcements
                of technological innovations or new products available to the oil
                and gas
                industry;




·
            Announcements
                by relevant governments pertaining to incentives for alternative
                energy
                development programs; and




·
            Fluctuations
                in interest rates and the availability of capital in the capital
                markets.




12


These
      and
      other factors are largely beyond our control, and the impact of these risks,
      individually or in the aggregate, may result in material adverse changes to
      the
      market price of our common stock and/or our results of operations and financial
      condition.




*Our
      operating results may fluctuate significantly, and these fluctuations may cause
      our stock price to decline.*




Our
      operating results will likely vary in the future primarily as the result of
      fluctuations in our revenues and operating expenses, including the coming to
      market of oil and gas reserves that we are able to develop, expenses that we
      incur, the price of oil and gas in the commodities markets, and other factors.
      If our results of operations do not meet the expectations of current or
      potential investors, the price of our common stock may decline.




*We
      do
      not expect to pay dividends in the foreseeable future.*




We
      do not
      intend to declare dividends for the foreseeable future, as we anticipate that
      we
      will reinvest any future earnings in the development and growth of our business.
      Therefore, investors will not receive any funds unless they sell their common
      stock, and stockholders may be unable to sell their shares on favorable terms
      or
      at all. Investors cannot be assured of a positive return on investment or that
      they will not lose the entire amount of their investment in our common
      stock.




*Applicable
      SEC rules governing the trading of “penny stocks” will limit the trading and
      liquidity of our common stock, which may affect the trading price of our common
      stock.*




Our
      common stock is considered to be a “penny stock” and is therefore subject to SEC
      rules and regulations that (i) impose limitations upon the manner in which
      our
      shares may be publicly traded and (ii) regulate broker-dealer practices in
      connection with transactions in “penny stocks.” Penny stocks generally are
      equity securities with a price of less than $5.00 (other than securities
      registered on certain national securities exchanges or quoted on the NASDAQ
      system, provided that current price and volume information with respect to
      transactions in such securities is provided by the exchange or system). The
      penny stock rules require a broker-dealer, prior to a transaction in a penny
      stock not otherwise exempt from the rules, to deliver a standardized risk
      disclosure document that provides information about penny stocks and the risks
      in the penny stock market. The broker-dealer must also provide the customer
      with
      current bid and offer quotations for the penny stock, the compensation of the
      broker-dealer and its salesperson in the transaction, and monthly account
      statements showing the market value of each penny stock held in the customer’s
      account. In addition, the penny stock rules generally require that prior to
      a
      transaction in a penny stock, the broker-dealer make a special written
      determination that the penny stock is a suitable investment for the purchaser
      and receive the purchaser’s written agreement to the transaction. These
      disclosure requirements may have the effect of reducing the level of trading
      activity in the secondary market for a stock that becomes subject to the penny
      stock rules and may increase the difficulty investors might experience in
      attempting to liquidate such securities.


13


**ITEM
        2.  DESCRIPTION OF PROPERTY**




Our
      executive offices are located at 2100 West Look South, Suite 900, Houston,
      TX
      77027 and cover an area of approximately 350 square feet. We utilize these
      offices pursuant to a lease that commenced on May 13,2 008 and continue through
      May 21, 2009 unless extended by mutual agreement of us and the landlord.
      Thereunder we pay base rent of $2,000 per month.




****ITEM
      3.  LEGAL PROCEEDINGS****




No
      legal
      proceedings are presently pending or threatened.




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




No
      matter
      was submitted during the fourth quarter of the fiscal year covered by this
      report to a vote of security holders.




**PART
      II**




****ITEM
      5.  MARKET FOR COMMON EQUITY****


****AND
      RELATED STOCKHOLDER MATTERS****




**Market
      Information.**




Our
      common stock has been quoted on the OTC Bulletin Board of the National
      Association of Securities Dealers, Inc. (the “NASD”) under the symbol “CGCA.OB”
since July 20, 2007. The following table sets forth, for the fiscal quarters
      indicated, the high and low closing bid prices per share of our common stock,
      as
      derived from quotations provided by Pink Sheets, LLC. Such quotations reflect
      inter-dealer prices, without retail mark-up, mark-down or commission, and may
      not represent actual transactions. The prices indicated give retroactive effect
      to a 35:1 forward stock split in the form of a stock dividend effectuated on
      May
      8, 2008.




**Quarter
                Ended**
            
            **High
                Bid**
            
            **Low
                Bid**May
                31, 2008
            
            $
            0.25
            
            $
            0.007February
                29, 2008
            
            $
            0.007
            
            $
            0.007November
                30, 2007
            
            $
            0.007
            
            $
            0.007August
                31, 2007
            
            $
            0.007
            
            $
            0.007




14





**Holders**




As
      of
      August 8, 2008 there were approximately 39 record holders of our common
      stock.




**Dividends**




We
      have
      never declared any cash dividends with respect to our common stock. Future
      payment of dividends is within the discretion of our board of directors and
      will
      depend on our earnings, capital requirements, financial condition and other
      relevant factors. Although there are no material restrictions limiting, or
      that
      are likely to limit, our ability to pay dividends on our common stock, we
      presently intend to retain future earnings, if any, for use in our business
      and
      have no present intention to pay cash dividends on our common
      stock.




**Recent
      Sales of Unregistered Securities**




On
      May
      22, 2008 we sold 1,000,000 units to a single subscriber at a price of $0.25
      per
      unit or an aggregate of $250,000. Each unit consists of one share of our common
      stock and a warrant to purchase one share of our common stock at a price of
      $0.40 per share, subject to adjustment, for a period of three years from
      issuance. The units were sold in reliance on the exemption from registration
      provided by Regulation S under the Securities Act of 1933, as
      amended.




**Securities
      Authorized For Issuance Under Equity Compensation Plans**




We
      do not
      presently maintain any equity compensation plans and have not maintained any
      such plans since our inception.




**ITEM
      6.
      PLAN OF OPERATION**




We
      are in
      the exploration stage as an oil and gas exploration company and are presently
      engaged in limited oil and gas activities in Montana and California. We had
      minimal operations and generated no revenues during the fiscal year ended May
      31, 2008. Our ability to develop and maintain a meaningful level of revenues
      from operations is dependent on our ability to successfully acquire and drill
      exploration and development wells and complete producing property
      acquisition.




At
      the
      present time, we have no developed properties and no production.




In
      its
      report dated July 30, 2008, our auditors, Ronald R. Chadwick, PC expressed
      an
      opinion that there is substantial doubt about our ability to continue as a
      going
      concern. Our financial statements do not include any adjustments that may result
      from the outcome of this uncertainty. We have generated no operating revenues
      since our inception. We have an accumulated deficit of $244,057 as of May 31,
      2008. Out continuation as a going concern is dependent upon future events,
      including our ability to raise additional capital and to generate positive
      cash
      flows.




In
      May
      2008 we acquired a two year option to purchase a 50% interest in certain oil
      and
      gas leases in Valley Creek, Montana. We have the right but not the obligation
      to
      drill a well on the lands covered by these leases prior to exercising the
      purchase option and earn a 50% working interest therein. In June 2008 we
      obtained a 25% interest under a Farmout Agreement with respect to the North
      Semitropic Prospect in Kern County, California


15


Our
      current business plan strategy is to develop these properties and any other
      prospects that we may acquire interests in. We intend to fund any additional
      lease acquisitions and any seismic costs needed to further define the prospects
      from additional financing. No assurance can be given that such additional
      financing will be available to us as and when needed or, if available, the
      terms
      on which it will be available.




Subject
      to receipt of necessary financing, we plan to spend approximately $3.5 million
      in the next 12 months on exploration and development activities such as seismic
      data acquisition, additional lease acquisition, technical studies and
      participating in joint venture development and exploration
      drilling.




We
      will
      require financing to meet working capital costs, including the cost of reviewing
      and negotiating transactions and other ordinary general and administrative
      costs
      such as regulatory compliance, investor relations, advisory services, officer’s
      salaries, office and general expenses, professional fees, travel and
      entertainment and rent and related expenses. We estimate that the level of
      working capital needed for these general and administrative costs for the next
      twelve months will be approximately $70,000. However, this estimate is subject
      to change, depending on the number of transactions in which we ultimately become
      involved. In addition, funding will be required for follow-on development of
      working interest obligations of any successful exploration
      prospects.




Oil
      and
      gas exploration required significant outlays of capital and in many situations
      may offer a limited probability of success. We hope to enhance our chances
      for
      success by effectively using available technology, rigorously evaluating
      sub-surface data, and, to the extent possible, managing dry-hole and financial
      risks.




We
      intend
      to rely on synergistic partnering with sophisticated industry partners. The
      ideal partner would tend to be a regionally focused independent which has a
      large seismic database, a solid grasp on the play’s history, and a lead in
      understanding technology to exploit the play. However, there is no assurance
      that we will be able to successfully negotiate any such partnering agreement
      or
      raise the necessary financing to invest in such a venture, or that any such
      venture will yield us any revenues or profits.




We
      will
      face competition from firms that are well-established, successful, better
      capitalized and, in many instances, willing to pay more for properties than
      what
      we might consider prudent. Thus, our success will depend on the execution of
      our
      business model to




·
            identify
                available transactions


·
            quickly
                evaluate which transactions are most promising;
                and


·
            negotiate
                a creative transaction structure.




Presently
      we have one full-time employee consisting of Massimiliano Pozzoni, our President
      and Chief Executive and Financial Officer. We do not expect significant changes
      in the number of employees during the next twelve months.


16


We
      intend
      to contract out certain technical and administrative functions on an as-needed
      basis in order to conduct our operating activities. Our management team will
      select and hire these contractors and manage and evaluate their work
      performance.




****ITEM
      7.  FINANCIAL STATEMENTS****




Index
      to
      Financial Statements





PageReport
                of Independent Registered Public Accounting Firm.
            18Balance
                Sheets as of May 31, 2008 and May 31, 2007
            19Statements
                of Operations for the years ended May 31, 2008 and May 31, 2007 and
                for
                the period from November 18, 2005 (inception) through May 31, 2008
            20Statement
                of Stockholders’ Equity
            21Statements
                of Cash Flows for the years ended May 31, 2008 and May 31, 2007 and
                for
                the period from November 18, 2005 (inception) through May 31, 2008
            22Notes
                to Financial Statements
            23




17


RONALD
      R.
      CHADWICK, P.C.


Certified
      Public Accountant


2851
      South Parker Road, Suite 720


Aurora,
      Colorado 80014


Telephone
      (303)306-1967


Fax
      (303)306-1944








**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





Board
      of
      Directors


Cobra
      Oil
      and Gas Company


Aurora,
      Colorado





I
      have
      audited the accompanying balance sheets of Cobra Oil and Gas Company, an
      exploration stage company, as of May 31, 2008 and 2007 and the related
      statements of operations, stockholders' equity and cash flows for the years
      then
      ended, and for the period from November 18, 2005 (inception) through May 31,
      2008. These financial statements are the responsibility of the Company's
      management. My responsibility is to express an opinion on these financial
      statements based on my audit.





I
      conducted my audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that I
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. I believe that my audit provides a reasonable
      basis for my opinion.





In
      my
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Cobra Oil and Gas Company as of
      May
      31, 2008 and 2007 and the related statements of operations, stockholders' equity
      and cash flows for the years then ended, and for the period from November 18,
      2005 (inception) through May 31, 2008 in conformity with accounting principles
      generally accepted in the United States of America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 7 to the financial
      statements the Company has suffered recurring losses from operations that raise
      substantial doubt about its ability to continue as a going concern. Management's
      plans in regard to these matters are also described in Note 7. The financial
      statements do not include any adjustments that might result from the outcome
      of
      this uncertainty.





Aurora,
                Colorado
            /s/
                Ronald R. Chadwick, P.C.July
                30, 2008
            RONALD
                R. CHADWICK, P.C.


18


**COBRA
      OIL & GAS COMPANY**


**(An
      Exploration Stage Company)**


**BALANCE
      SHEETS**





**May
                31,****2008**
            
            **2007****ASSETS****Current
                assets**Cash
            
            $
            49,644
            
            $
            89,379**Total
                current assets**
            
            
            49,644
            
            
            89,379**Property
                and equipment**Oil
                and gas properties, non producing, full cost method
            
            
            180,000
            
            
            11,871**Total
                Assets**
            
            $
            229,644
            
            $
            101,250**LIABILITIES
                & STOCKHOLDERS' EQUITY****Current
                Liabilities**Accounts
                payable and accrued liabilities
            
            $
            2,781
            
            $
            15,300Due
                to related party
            
            
            116,966
            
            
            38,734**Total
                current liabilities**
            
            
            119,747
            
            
            54,034**Stockholders'
                Equity**Preferred
                stock, $0.00001 par value; 100,000,000 shares authorized; none issued
                and
                outstandingCommon
                stock, $0.00001 par value; 100,000,000 shares authorized; 71,140,000
                (2008) and 210,140,000 (2007) issued and outstanding
            
            
            711
            
            
            2,101Additional
                paid-in capital
            
            
            339,739
            
            
            88,349Donated
                capital
            
            
            13,500
            
            
            9,000Deficit
                accumulated during the exploration stage
            
            
            (244,053
            )
            
            (52,234
            )**Total
                Stockholders' Equity**
            
            
            109,897
            
            
            47,216**Total
                Liabilities and Stockholders' Equity**
            
            $
            229,644
            
            $
            101,250




The
      accompanying notes are an integral part of these financial
      statements




19





**COBRA
      OIL & GAS COMPANY**


**(An
      Exploration Stage Company)**


**STATEMENTS
      OF OPERATIONS**





November 18,2005 (Inception)ThroughYear Ended May 31,
            
            May 31,2008
            
            2007
            
            2008**Revenue**
            
            $
            -
            
            $
            -
            
            $
            -**Expenses**Advertising
            
            
            1,495
            
            
            -
            
            
            1,495Accounting
            
            
            9,860
            
            
            
            
            
            20,600Bank
                charges
            
            
            159
            
            
            10,040
            
            
            3,059Exploration
                costs
            
            
            141,756
            
            
            
            
            
            141,756Filing
            
            
            175
            
            
            525
            
            
            825Legal
            
            
            16,448
            
            
            12,753
            
            
            29,201Office
                expense
            
            
            1,563
            
            
            762
            
            
            2,754Rent
            
            
            7,035
            
            
            2,400
            
            
            10,635Transfer
                agent
            
            
            4,399
            
            
            15,000
            
            
            19,399Travel
            
            
            2,500
            
            
            
            
            
            2,500Management
                services
            
            
            2,700
            
            
            3,600
            
            
            8,100**Total
                expenses**
            
            
            188,090
            
            
            45,080
            
            
            240,324**Loss
                from operations**
            
            
            (188,090
            )
            
            (45,080
            )
            
            (240,324
            )**Other
                income (expense)**Interest
            
            
            (3,729
            )
            
            (2,280
            )
            
            (3,729
            )**Income
                (loss) before provision for income taxes**
            
            
            (191,819
            )
            
            (47,360
            )
            
            (244,053
            )**Provision
                for income tax**
            
            
            
            
            
            
            
            
            -**Net
                income (loss)**
            
            $
            (191,819
            )
            $
            (47,360
            )
            $
            (244,053
            )**Net
                income (loss) per share**(Basic
                and fully diluted)
            
            $
            (0.00
            )
            $
            (0.00
            )Weighted
                    average number of common shares outstanding
            
            
            192,951,475
            
            
            179,717,440





The
      accompanying notes are an integral part of these financial
      statements




20





**COBRA
      OIL & GAS COMPANY**


**(An
      Exploration Stage Company)**


**STATEMENTS
      OF STOCKHOLDERS' EQUITY**





DeficitAccum.Additional
            
            
            
            During the
            
            StockCommon Stock (1)
            
            Paid-in
            
            Donated
            
            Exploration
            
            holders'Shares
            
            Amount
            
            Capital
            
            Capital
            
            Stage
            
            EquityBalances
                at November 18, 2005
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -November
                30, 2005. 5,000,000 shares of common stock issued for cash of $5,000
                to a
                founder, for $0.00001 per share
            
            
            175,000,000
            
            
            1,750
            
            
            (1,700
            )
            
            
            
            
            
            
            
            50Donated
                services and rent
            
            
            
            
            
            
            
            
            
            
            
            3,000
            
            
            
            
            
            3,000Gain
                (loss) for the period from November 18, 2005 (Inception) through
                May 31,
                2006
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (4,874
            )
            
            (4,874
            )Balances
                at May 31, 2006
            
            
            175,000,000
            
            
            1,750
            
            
            (1,700
            )
            
            3,000
            
            
            (4,874
            )
            
            (1,824
            )April
                12, 2007, 1,004,000 shares of common stock issued for cash at $0.10
                per
                share
            
            
            35,140,000
            
            
            351
            
            
            90,049
            
            
            
            
            
            
            
            
            90,400Donated
                services and rent
            
            
            
            
            
            
            
            
            
            
            
            6,000
            
            
            
            
            
            6,000Gain
                (loss) for the year
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (47,360
            )
            
            (47,360
            )Balances
                at May 31, 2007
            
            
            210,140,000
            
            
            2,101
            
            
            88,349
            
            
            9,000
            
            
            (52,234
            )
            
            47,216April
                16, 2008, 4,000,000 shares were returned by M. Pozzoni for
                cancellation
            
            
            (140,000,000
            )
            
            (1,400
            )
            
            1,400
            
            
            
            
            
            
            
            
            -May
                22, 2008, 1,000,000 units consisting of 1 share and 1 warrant exercisable
                at $0.40 issued for cash at $0.25 per unit
            
            
            1,000,000
            
            
            10
            
            
            249,990
            
            
            
            
            
            
            
            
            250,000Donated
                services and rent
            
            
            
            
            
            
            
            
            
            
            
            4,500
            
            
            
            
            
            4,500Gain
                (loss) for the period
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (191,819
            )
            
            (191,819
            )Balances
                at May 31, 2008
            
            
            71,140,000
            
            $
            711
            
            $
            339,739
            
            $
            13,500
            
            $
            (244,053
            )
            $
            109,897





(1)
      As
      retroactively restated for a 35 for 1 forward stock split in April
      2008.





The
      accompanying notes are an integral part of these financial
      statements


21


**COBRA
      OIL & GAS COMPANY**


**(An
      Exploration Stage Company)**


**STATEMENTS
      OF CASH FLOWS**




November 18,2005 (Inception)Year Ended
              
              ThroughMay
                  31,
              
              May
                  31,2008
              
              2007
              
              2008**Cash
                  Flows From Operating Activities**Net
                  income (loss) during the exploration stage
              
              
              (191,819
              )
              
              (47,360
              )
              
              (244,053
              )Adjustments
                  to reconcile net loss to net cash provided by (used for) operating
                  activities:Donated
                  office space and services
              
              
              4,500
              
              
              6,000
              
              
              13,500Changes
                  in operating assets and liabilitiesAccounts
                  payable and accrued liabilities
              
              
              (12,519
              )
              
              14,600
              
              
              15,300Exploration
                  costs - lease write offs
              
              
              11,871**Net
                  cash provided by (used for)****operating
                  activities**
              
              
              (187,967
              )
              
              (26,760
              )
              
              (215,253
              )**Cash
                  Flows From Investing Activities:**Oil
                  and gas properties
              
              
              (180,000
              )
              
              (360
              )
              
              (191,871
              )**Cash
                  Flows From Financing Activities:**Sale
                  of common stock
              
              
              250,000
              
              
              90,400
              
              
              340,450Deferred
                  offering costs
              
              
              
              
              
              10,000
              
              
              -Increase
                  in due to related party
              
              
              78,232
              
              
              2,516
              
              
              116,966**Net
                  cash provided by (used for)****financing
                  activities**
              
              
              328,232
              
              
              102,916
              
              
              457,416**Net
                  Increase (Decrease) in Cash**
              
              
              (39,735
              )
              
              75,796
              
              
              50,292**Cash
                  at Beginning of Period**
              
              
              89,379
              
              
              13,583
              
              
              -**Cash
                  at End of Period**
              
              $
              49,644
              
              $
              89,379
              
              $
              50,292Schedule
                  of Non-Cash Investing and Financing ActivitiesNoneSupplemental
                  DisclosureCash
                  paid for interest
              
              $
              -
              
              $
              -
              
              $
              -Cash
                  paid for income taxes
              
              $
              -
              
              $
              -
              
              $
              -





The
      accompanying notes are an integral part of these financial
      statements




22





COBRA
      OIL
& GAS COMPANY


(An
      Exploration Stage Company)


NOTES
      TO
      THE FINANCIAL STATEMENTS


May
      31,
      2008




**NOTE
      1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES:**





Cobra
      Oil
& Gas Company (the “Company”), was incorporated in the State of Nevada on
      November 18, 2005. The Company was formed to engage in identifying,
      investigating, exploring, and where determined advantageous, developing, mining,
      refining, and marketing oil and gas. The Company may also engage in any other
      business permitted by law, as designated by the Board of Directors of the
      Company.





**Exploration
      Stage**





The
      Company is currently in the exploration stage. During the current year the
      Company participated with DNR Oil & Gas in the drilling of the Linnebur
      Farms #11a-24.After the end of the year it was determined that the well would
      not produce in commercially viable quantities.





**Cash
      and Cash Equivalents**





The
      Company considers all highly liquid investments with an original maturity of
      three months or less as cash equivalents.





**Use
      of Estimates**





The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect reported amounts of assets and liabilities and disclosure of contingent
      assets and liabilities at the date of the financial statements and the reported
      amounts of revenues and expenses during the reporting period. Actual results
      could differ from those estimates.





**Income
      Tax**





The
      Company accounts for income taxes under Statement of Financial Accounting
      Standards No. 109 (“SFAS 109”). Under SFAS 109 deferred taxes are provided on a
      liability method whereby deferred tax assets are recognized for deductible
      temporary differences and operating loss carryforwards and deferred tax
      liabilities are recognized for taxable temporary differences. Temporary
      differences are the differences between the reported amounts of assets and
      liabilities and their tax bases. Deferred tax assets are reduced by a valuation
      allowance when, in the opinion of management, it is more likely than not that
      some portion or all of the deferred tax assets will not be realized. Deferred
      tax assets and liabilities are adjusted for the effects of changes in tax laws
      and rates on the date of enactment.


23


**Fiscal
      year**





The
      Company employs a fiscal year ending May 31.





**Net
      Income (Loss) per share**


The
      net
      income (loss) per share is computed by dividing the net income (loss) by the
      weighted average number of shares of common outstanding. Warrants, stock
      options, and common stock issuable upon the conversion of the Company’s
      preferred stock (if any), are not included in the computation if the effect
      would be anti-dilutive and would increase the earnings or decrease loss per
      share.





**Revenue
      Recognition**





Revenue
      is recognized on an accrual basis as earned under contract terms. The Company
      has had no revenue to date.





**Oil
      and Gas Interests**





The
      company follows the full-cost method of accounting for oil and natural gas
      properties. Under this method, all costs incurred in the exploration,
      acquisition, and development, including unproductive wells, are capitalized
      in
      separate cost centers for each country. Such capitalized costs include contract
      and concessions acquisition, geological, geophysical, and other exploration
      work, drilling, completing and equipping oil and gas wells, constructing
      production facilities and pipelines, and other related costs.





The
      capitalized costs of oil and gas properties in each cost center are amortized
      on
      a composite units of production method based on future gross revenues from
      proved reserves. Sales or other dispositions of oil and gas properties are
      normally accounted for as adjustments of capitalized costs. Gain or loss is
      not
      recognized in income unless a significant portion of a cost center’s reserves is
      involved. Capitalized costs associated with acquisition and evaluation of
      unproved properties are excluded from amortization until it is determined
      whether proved reserves can be assigned to such properties or until the value
      of
      the properties is impaired. If the net capitalized costs of oil and gas
      properties in a cost center exceed an amount equal to the sum of the present
      value of estimated future net revenues from proved oil and gas reserves in
      the
      cost center and the lower of cost or fair value of properties not being
      amortized, both adjusted for income tax effects, such excess is charged to
      expense.





Since
      the
      company has not produced any oil or gas, a provision for depletion has not
      been
      made.





**Financial
      Instruments**





The
      carrying value of the Company’s financial instruments, including cash and cash
      equivalents, as reported in the accompanying balance sheet, approximates fair
      value.


24


**Recent
      Accounting Pronouncements**





The
      Company has adopted the provisions of SFAS No. 123(r) which are effective in
      general for transactions entered into or modified after June 15, 2005. The
      adoption did not have a material effect on the results of operations of the
      Company.





In
      May,
      2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154,
      “Accounting Changes and Error Corrections – A Replacement of APB Opinion No. 20
      and SFAS No. 3”. SFAS 154 changes the requirements for the accounting for and
      reporting of a change in accounting principle and applies to all voluntary
      changes in accounting principle. It also applies to changes required by an
      accounting pronouncement in the unusual instance that the pronouncement does
      not
      include specific transition provisions. SFAS 154 requires retrospective
      application to prior periods’ financial statements of changes in accounting
      principle, unless it is impracticable to determine either the period-specific
      effects or the cumulative effect of the change. The provisions of SFAS No.
      154
      are effective for accounting changes and correction of errors made in fiscal
      years beginning after December 15, 2005. The adoption of this standard is not
      expected to have a material effect on the Company’s results of operations or
      financial position.





**NOTE
      2. OIL AND GAS PROPERTIES**





The
      Company expensed $11,871 in Colorado leases to exploration costs in fiscal
      year
      2008.





During
      the period ended May 31, 2008 the Company entered into a “Memorandum of Intent”
with Costal Petroleum Company which outlines the terms and conditions under
      which Costal is willing to enter into a formal agreement with the Company on
      certain oil and gas leases owned by Costal in Valley Creek, Montana. The leases
      involve approximately 82,800 net acres. Under the leases, Costal has a 100%
      working interest with between 75.5% to 80.5% net revenue interests. Pursuant
      to
      the Memorandum of Intent, on May 23, 2008 we paid Costal $180,000 in exchange
      for a two year option to purchase a 50% interest in the leases for
      $1,000,000.





Prior
      to
      exercising the purchase option, we have the right to drill a well at our expense
      on the leases and earn a 50% working interest in the spacing unit if the well
      is
      a producer and we make full payment for the 50% working interest. We have no
      obligation however, to drill any well on the leases before we exercise our
      right
      to purchase the 50% interest in the leases from Costal.





**NOTE
      3. RELATED PARTY TRANSACTIONS**





During
      the year ended May 31, 2008, the Company recorded rent expense of $200 per
      month
      for the use of office space donated to the Company by an officer. Total rent
      expense under this arrangement was $1,800. The Company also recorded
      compensation expense of $300 per month ($2,700) for administrative and
      management services donated to the Company by an officer.





On
      January 21, 2008 an officer of the Company advanced $75,000 to the Company
      as a
      loan payable, which when combined with previous loans resulted in an outstanding
      loan principal balance of $110, 625. The loan is unsecured, payable on demand
      and bears interest at 6.0% per annum. As of May 31, 2008, the Company had
      incurred interest payable under this loan of $6,341, with interest expense
      in
      2008 of $3,729. As of May 31, 2008, the total amount due to the officer in
      principal and interest was $116,965.


25





On
      March
      21, 2008 Mr. Massimiliano Pozzoni purchased 5,000,000 shares of common stock
      of
      the Company from an officer of the Company for $500,000. Following the purchase,
      Mr. Pozzoni owned 5,000,000 of the total of 6,004,000 shares outstanding. This
      represents approximately 83.28% of the outstanding common shares.





On
      April
      16, 2008 Mr. Pozzoni returned 4,000,000 of the 5,000,000 shares in the Company
      for cancellation.





**NOTE
      4. LEASE**





In
      May
      2008 the Company entered into a one year office lease at a rate of $2,000 per
      month plus costs. Initial expenses recorded under this lease in 2008 were
      $4,890. The minimum required future payments under the lease for fiscal year
      end
      2009 are approximately $24,000.





**NOTE
      5. WARRANTS**





In
      May
      2008 the Company sold 1,000,000 units to an investor for cash at $.25 per unit,
      or $250,000 total. Each unit consists of one share of common stock, and one
      warrant to purchase one share of common stock at an exercise price of $.40,
      anytime through May 15, 2011. At May 31, 2008 none of the warrants had been
      exercised, leaving a yearend balance of 1,000,000 warrants. The entire value
      of
      the units of $250,000 was assigned to the common stock, and none to the warrants
      as the exercise price of $.40 per share exceeded any bid for the Company’s stock
      at the date of issuance.





**NOTE
      6. INCOME TAX**





The
      Company accounts for income taxes under Statement of Financial Accounting
      Standards No. 109 (“SFAS 109”). Under SFAS 109 deferred taxes are provided on a
      liability method whereby deferred tax assets are recognized for deductible
      temporary differences and operating loss carryforwards and deferred tax
      liabilities are recognized for taxable temporary differences. Temporary
      differences are the differences between the reported amounts of assets and
      liabilities and their tax bases. Deferred tax assets are reduced by a valuation
      allowance when, in the opinion of management, it is more likely than not that
      some portion or all of the deferred tax assets will not be realized. Deferred
      tax assets and liabilities are adjusted for the effects of changes in tax laws
      and rates on the date of enactment.





At
      May
      31, 2007 and 2008 the Company had net operating loss carryforwards of
      approximately $43,000 and $230,000 which begin to expire in 2026. The deferred
      tax asset of approximately $14,000 and $65,000 in 2007 and 2008 created by
      the
      net operating losses have been offset by a 100% valuation allowance. The change
      in the valuation allowance in 2007 and 2008 was $13,820 and
      $51,086.


26





**NOTE
      7. GOING CONCERN**





The
      Company has suffered losses from operations and has a working capital deficit.
      These conditions raise substantial doubt about the Company’s ability to continue
      as a going concern. The Company may raise additional capital through the sale
      of
      its equity securities, through offerings of debt securities, or through
      borrowings from financial institutions. In addition, the Company hopes to
      generate revenues from finding and producing oil and gas on its lease
      properties.





**NOTE
      8. SUPPLEMENTAL OIL AND GAS INFORMATION**





Capitalized
      costs at May 31, 2008 relating to the Company’s oil and gas activities are as
      follows:





Unproved
                properties, Montana, net
            
            $
            180,000.


27




****ITEM
      8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
      ON****


****ACCOUNTING
      AND FINANCIAL DISCLOSURE****




Not
      applicable.




**ITEM
      8A.(T) CONTROLS AND PROCEDURES**




(a) *Management’s
      Annual Report on Internal Control Over Financial Reporting.* The
      management of Cobra Oil and Gas Company is responsible for establishing and
      maintaining an adequate system of internal control over financial reporting
      (as
      defined in Exchange Act Rule 13a-15(f)). Under the supervision and with the
      participation of our senior management, consisting of Massimiliano Pozzoni,
      our
      chief executive officer and 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 this evaluation, our chief executive
      officer and chief financial officer concluded, as of the Evaluation Date, that
      our disclosure controls and procedures are effective such 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.




Our
      internal control over financial reporting is a process designed to provide
      reasonable assurance regarding the reliability of financial reporting and the
      preparation of financial statements for external purposes of accounting
      principles generally accepted in the United States. Because of its inherent
      limitations, internal control over financial reporting may not prevent or detect
      misstatements. Therefore, even those systems determined to be effective can
      provide only reasonable assurance of achieving their control objectives. In
      evaluating the effectiveness of our internal control over financial reporting,
      our management used the criteria set forth by the Committee of Sponsoring
      Organizations of the Treadway Commission (“COSO”) in Internal Control –
Integrated Framework. This annual 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 us to provide only management’s report in
      this annual 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 of the period covered by this report that have
      materially affected or are reasonably likely to materially affect our internal
      control over financial reporting.


28


**ITEM
      8B. OTHER INFORMATION**




Not
      applicable.




**PART
      III**






****ITEM
      9.  DIRECTORS, EXECUTIVE
      OFFICERS,****


****PROMOTERS,
      CONTROL PERSONS AND CORPORATE****


****GOVERNANCE;
      COMPLIANCE WITH SECTION 16(A) OF****


****THE
      EXCHANGE ACT****




**Executive
      Officers and Directors**




The
      following table sets forth certain information, as of August 11, 2008, with
      respect to our directors and executive officers.




Directors
      serve until the next annual meeting of the stockholders; until their successors
      are elected or appointed and qualified, or until their prior resignation or
      removal. Officers serve for such terms as determined by our board of directors.
      Each officer holds office until such officer’s successor is elected or appointed
      and qualified or until such officer’s earlier resignation or removal. No family
      relationships exist between any of our present directors and
      officers.




Name
            
            Positions Held
            
            Age
            
            Date of Election
              or Appointment
              as DirectorMassimiliano
                Pozzoni
            
            President,
                Secretary, Treasurer,
              CEO,
                CFO, and Director
            
            32
            
            March
                21, 2008




The
      following is a brief account of the business experience during the past five
      years or more of each of our directors and executive officers.




**Massimiliano
      Pozzoni**




From
      March 21, 2008 to the present, Mr. Pozzoni has served as a Director and as
      our
      President and Chief Executive and Financial Officer. Mr. Pozzoni has served
      as
      an executive officer and a Director of True North Energy Corp. (“True North”), a
      public US oil and gas company since January 27, 2006. Mr. Pozzoni served as
      the
      sole executive officer of True North from January 27, 2006 until June 1, 2006.
      From June 1, 2006 to the present, Mr. Pozzoni has served as the Secretary,
      Treasurer, and Chief Financial and Accounting Officer of True North. From March
      2004 until January 18, 2007 Mr. Pozzoni served as an executive officer and
      Director of Falcon Natural Gas Corp., a U.S. public company engaged in oil
      and
      gas operations. From November 2003 to June 1, 2005, Mr. Pozzoni served as the
      Chief Executive Officer and Director of Gulf Coast Oil & Gas Inc., formerly
      Otish Mountain Diamond Company, a public reporting company. From September
      2001
      to July 2003, Mr. Pozzoni attended London Business School on a full-time basis.
      From June 2002 to August 2002, Mr. Pozzoni was employed as a Summer Associate
      at
      Lehman Brothers Inc. From June 1998 to June 2001, Mr. Pozzoni worked as an
      engineer at Schlumberger Oilfield Services. Mr. Pozzoni received a Bachelor
      degree in International Business in 1998 from the University of Kansas and
      an
      MBA degree from the London Business School in 2003.


29


**Board
      of Directors**




None
      of
      our directors receive any remuneration for acting as such. Directors may however
      be reimbursed their expenses, if any, for attendance at meetings of the Board
      of
      Directors. Our Board of Directors may designate from among its members an
      executive committee and one or more other committees. No such committees
      presently exist, due to the fact that we presently have only one director.
      Accordingly, we do not have an audit committee or an audit committee financial
      expert. We are presently not required to have an audit committee financial
      expert and do not believe we otherwise need one at this time due to our lack
      of
      material business operations. Similarly we do not have a nominating committee
      or
      a committee performing similar functions. Our sole director, Massimiliano
      Pozzoni, serves the functions of an audit committee and a nominating committee.
      We have not implemented procedures by which our security holders may recommend
      board nominees to us but expect to do so in the future, when and if we engage
      in
      material business operations.




**Compliance
      with Section 16(a) of the Exchange Act**




Section
      16(a) of the Exchange Act, as amended, requires that our directors, executive
      officers and persons who own more than 10% of a class of our equity securities
      that are registered under the Exchange Act to file with the Commission initial
      reports of ownership and reports of changes of ownership of such registered
      securities.




To
      our
      knowledge, based solely on a review of copies of such reports, no person
      required to file such a report failed to file a required report with respect
      to
      the fiscal year covered by this report except that Massimiliano Pozzoni filed
      a
      Form 4 on a late basis.




**Code
      of Ethics**




In
      2007
      we adopted a Code of Ethics that applies to our principal executive officer,
      principal financial officer, principal accounting officer or controller, persons
      performing similar functions as well as to our directors and employees. A copy
      of our Code of Ethics will be provided to any person requesting same without
      charge. To request a copy of our Code of Ethics please make written request
      to
      our President c/o Cobra Oil & Gas Company at Uptown Center, 2100 West Loop
      South, Houston, TX 77002.


30





**ITEM
      10.  EXECUTIVE COMPENSATION**




The
      following table sets forth information concerning the total compensation paid
      or
      accrued by us during the two fiscal years ended May 31, 2008 to (i) all
      individuals that served as our chief executive officer or acted in a similar
      capacity for us at any time during the fiscal year ended May 31, 2008; (i)
      all
      individuals that served as our chief financial officer or acted in a similar
      capacity for us at any time during the fiscal year ended May 31, 2008; and
      (iii) all individuals that served as executive officers of ours at any time
      during the fiscal year ended May 31, 2008 that received annual compensation
      during the fiscal year ended May 31, 2008 in excess of $100,000.




**Summary
      Compensation Table**




Name and
              Principal Position
            
            Year
            
            Salary
              ($)
            
            Bonus
              ($)
            
            Stock
              Awards
              ($)
            
            Option
              Awards
              ($)
            
            Non-
              Equity Incentive
              Plan
              Compen-sation ($)
            
            Change
              in
              Pension
              Value
              and Non-
              qualified
              Deferred
              Compen-
              sation
              Earnings
              ($)
            
            All Other
              Compensation
              ($)
            
            Total ($)(a)
            
            (b)
            
            (c)
            
            (d)
            
            (e)
            
            (f)
            
            (g)
            
            (h)
            
            (i)
            
            (j)Massimiliano
                Pozzoni(1),
            
            2008
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0Chief
                Executive and
            
            2007
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0Financial
              OfficerDoug
                Berry(2),
            
            2008
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0Chief
                Executive and
            
            2007
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0Financial
              Officer




(1)
            Effective
                March 21, 2008 Massimiliano Pozzoni was appointed as our President,
                Treasurer, Secretary, and Principal Executive and Financial
                Officer.




(2)
            Effective
                March 21, 2008 Dough Berry resigned his position as our President,
                Treasurer, and Principal Executive and Financial
                Officer.




We
      have
      not issued any stock options or maintained any stock option or other incentive
      plans since our inception. We have no plans in place and have never maintained
      any plans that provide for the payment of retirement benefits or benefits that
      will be paid primarily following retirement including, but not limited to,
      tax
      qualified deferred benefit plans, supplemental executive retirement plans,
      tax-qualified deferred contribution plans and nonqualified deferred contribution
      plans. Similarly, we have no contracts, agreements, plans or arrangements,
      whether written or unwritten, that provide for payments to the named executive
      officers or any other persons following, or in connection with the resignation,
      retirement or other termination of a named executive officer, or a change in
      control of us or a change in a named executive officer’s responsibilities
      following a change in control.




31




On
      June
      5, 2008 we entered into an Executive Employment Agreement (the “Agreement”) with
      Massimiliano Pozzoni to serve as our President. The Agreement has a one year
      term and is renewable by mutual written agreement. Mr. Pozzoni is being paid
      an
      annual salary of $120,000 under the Agreement, payable in equal installments
      of
      $10,000 per month and is entitled to reimbursement of business expenses. The
      Agreement provides for termination by us due to the death or disability of
      Mr.
      Pozzoni and may also be terminated by us with or without cause. Mr. Pozzoni
      may
      terminate the Agreement for good reason. In the event the Agreement is
      terminated by us without cause or by Mr. Pozzoni for good reason we are
      obligated to pay Mr. Pozzoni the equivalent of three month’s salary. In the
      event our stock trades at an average price of $2.00 or more per share during
      a
      minimum period of 30 calendar days, Mr. Pozzoni is entitled to a review of
      his
      employment agreement.




**Compensation
      of Directors**




None
      of
      our directors receive any compensation for serving as such, for serving on
      committees of the board of directors or for special assignments. During the
      fiscal years ended May 31, 2008 and 2007 there were no other arrangements
      between us and our directors that resulted in our making payments to any of
      our
      directors for any services provided to us by them as directors.




**ITEM
      11.  SECURITY OWNERSHIP OF CERTAIN**


**BENEFICIAL
      OWNERS AND MANAGEMENT**




The
      following table sets forth information with respect to the beneficial ownership
      of our common stock known by us as of August 8, 2008 by




·
            each
                person or entity known by us to be the beneficial owner of more than
                5% of
                our common stock,




·
            each
                of our directors,




·
            each
                of our executive officers, and




·
            all
                of our directors and executive officers as a group.




The
      percentages in the table have been calculated on the basis of treating as
      outstanding for a particular person, all shares of our common stock outstanding
      on such date and all shares of our common stock issuable to such holder in
      the
      event of exercise of outstanding options, warrants, rights or conversion
      privileges owned by such person at said date which are exercisable within
      60 days of such date. Except as otherwise indicated, the persons listed
      below have sole voting and investment power with respect to all shares of our
      common stock owned by them, except to the extent such power may be shared with
      a
      spouse.




32




Name
                and Address
              of Beneficial Owner
            
            Title of Class
            
            Amount and Nature
              of
              Beneficial Ownership
            
            Percent of
              Class(1)Massimiliano
                Pozzoni
            
            Common
                Stock,
              $0.00001 par value
            
            35,000,000 shares
              owned directly
            
            
            49.2
            %All directors and executive officersas a group (1 person)
            
            Common Stock,
              $0.00001 par value
            
            35,000,000 shares
            
            
            49.2
            %







(1)
            Based upon
                71,140,000 shares issued and outstanding as at August 8,
                2008.




**Changes
      in Control**




Not
      Applicable.




**Securities
      Authorized for Issuance Under Equity Compensation Plans**




We
      do not
      presently maintain any equity compensation plans and have not maintained any
      such plans since our inception.




**ITEM
      12.  CERTAIN RELATIONSHIPS AND RELATED**


**TRANSACTIONS** **,
      AND DIRECTOR INDEPENDENCE**




As
      discussed in greater detail in Item 10. Executive Compensation - Employment
      Agreements, on June 5, 2008 we entered into a one year Executive Employment
      Agreement with Massimiliano Pozzoni, which provides for the payment of an annual
      salary of $120,000.




During
      the year ended May 31, 2008 we recorded rent expense of $200 per month for
      the
      use of office space donated to us by John Herzog. Total rent expense under
      this
      arrangement was $1,800. We also recorded compensation expense of $300 per month
      ($2,700) for administrative and management services donated to us by John
      Herzog.




On
      January 21, 2008 Doug Berry advanced $75,000 to us as a loan payable, which
      when
      combined with previous loans made to us by Mr. Berry resulted in an outstanding
      loan principal balance of $110,625. The loan is unsecured, payable on demand
      and
      bears interest at 6.0% per annum. As of May 31, 2008 we had incurred interest
      payable under this loan of $6,341, with interest expense in 2008 of $3,729.
      As
      of May 31, 2008, the total amount due to Mr. Berry in principal and interest
      was
      $116,965.




On
      March
      21, 2008 Mr. Massimiliano Pozzoni purchased 175,000,000 shares of common stock
      of the Company from Doug Berry for $500,000.




Effective
      April 16, 2008 Massimiliano Pozzoni returned 140,000,000 of the 175,000,000
      shares of our common stock owned by him for cancellation.


33




**ITEM
      13.  EXHIBITS**




**Exhibits**




The
      following Exhibits are being filed with this Annual Report on Form
      10-KSB:




Exhibit
                No.
            
            SEC
                Report
              Reference
              Number
            
            Description3.1
            
            3.1
            
            Articles
                of Incorporation, as filed with the Nevada Secretary of State on
                November
                18, 2005 (1)3.2
            
            3.2
            
            Bylaws
                (1)10.1
            
            10.1
            
            Assignment
                of Quit Claim of Oil and Gas Leases, dated May 15, 2006 (1)10.2
            
            10.2
            
            Joint
                Venture Agreement with DNR Oil & Gas Inc., dated May 15, 2006 (1)10.3
            
            10.3
            
            Joint
                Venture Agreement with Colorado Oil & Gas, Inc., dated May 15, 2006
                (1)10.4
            
            10.1
            
            Well
                Service and Operating Agreement dated May 11, 2007 between Registrant
                and
                DNR Oil & Gas Company (2)10.5
            
            10.1
            
            Memorandum
                of Intent, dated May 22, 2008 between Registrant and Coastal Petroleum
                Company (3)10.6
            
            10.1
            
            Executive
                Employment Agreement effective June 5, 2008 between Registrant and
                Massimiliano Pozzoni (4)10.7
            
            10.1
            
            Assignment
                of Farmout Interest dated June 16, 2008 between Registrant and West
                Canyon
                Energy Corp. (5)10.8
            
            10.2
            
            Formal
                Agreement dated June 18, 2008 between Registrant and Coastal Petroleum
                Corp. (5)14.1
            
            14.1
            
            Code
                of Ethics (6)31.1/31.2
            
            *
            
            Certification
                of Principal Executive Officer and Principal Financial pursuant to
                Rule
                15d-15(e), promulgated under the Securities and Exchange Act of 1934,
                as
                amended32.1/32.22
            
            *
            
            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 and Chief
                Financial Officer)







*
      Filed
      herewith.




(1)
            Filed
                as an exhibit, numbered as indicated above, to Registrant’s Registration
                Statement on Form SB-2, as filed with the Securities and Exchange
                Commission on July 25, 2006, which exhibit is incorporated herein
                by
                reference.




(2)
            Filed
                as an exhibit, numbered as indicated above, to Registrant’s Quarterly
                Report on Form 10-QSB for the quarter ended August 31, 2007, as filed
                with
                the Securities and Exchange Commission on October 15, 2007, which
                exhibit
                is incorporated herein by
                reference.




34




(3)
            Filed
                as an exhibit, numbered as indicated above, to Registrant’s Current Report
                on Form 8-K dated May 22, 2008, as filed with the Securities and
                Exchange
                Commission on May 27, 2008, which exhibit is incorporated herein
                by
                reference.




(4)
            Filed
                as an exhibit, numbered as indicated above, to Registrant’s Current Report
                on Form 8-K dated June 5, 2008, as filed with the Securities and
                Exchange
                Commission on June 6, 2008, which exhibit is incorporated herein
                by
                reference.




(5)
            Filed
                as an exhibit, numbered as indicated above, to Registrant’s Current Report
                on Form 8-K dated June 10, 2008, as filed with the Securities and
                Exchange
                Commission on July 2, 2008, which exhibit is incorporated herein
                by
                reference.




(6)
            Filed
                as an exhibit, numbered as indicated above, to Registrant’s Annual Report
                on Form 10-KSB for the year ended May 31, 2007, as filed with the
                Securities and Exchange Commission on August 28, 2007, which exhibit
                is
                incorporated herein by reference.




**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.**




Audit
      Fees .




The
      aggregate fees billed to us by our principal accountant for services rendered
      during the fiscal years ended May 31, 2008 and 2007 are set forth in the table
      below:





Fee
                Category
            
            Fiscal
                year ended May 31, 2008
            
            Fiscal
                year ended May 31, 2007Audit
                fees (1)
            
            $
            9,500
            
            $
            7,810Audit-related
                fees (2)
            
            
            0
            
            
            0Tax
                fees (3)
            
            
            0
            
            
            0All
                other fees (4)
            
            
            0
            
            
            0Total
                fees
            
            
            9,500
            
            
            7,810





(1)
            Audit
                fees consists of fees incurred for professional services rendered
                for the
                audit of consolidated financial statements, for reviews of our interim
                consolidated financial statements included in our quarterly reports
                on
                Form 10-QSB and for services that are normally provided in connection
                with
                statutory or regulatory filings or
                engagements.





(2)
            Audit-related
                fees consists of fees billed for professional services that are reasonably
                related to the performance of the audit or review of our consolidated
                financial statements, but are not reported under “Audit fees.”





(3)
            Tax
                fees consists of fees billed for professional services relating to
                tax
                compliance, tax planning, and tax
                advice.


35




(4)
            All
                other fees consists of fees billed for all other
                services.





Audit
      Committee’s Pre-Approval Practice .





Insomuch
      as we do not have an audit committee, our board of directors performs the
      functions of an audit committee. Section 10A(i) of the Securities Exchange
      Act
      of 1934 prohibits our auditors from performing audit services for us as well
      as
      any services not considered to be “audit services” unless such services are
      pre-approved by the board of directors (in lieu of the audit committee) or
      unless the services meet certain de minimis standards.


36


**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act
      of 1934, as amended, the registrant has duly caused this report to be signed
      on
      its behalf by the undersigned, thereunto duly authorized.




Date:
                August 15, 2008
            COBRA
                OIL AND GAS COMPANYBy:
            /s/
                Massimiliano PozzoniMassimiliano
                Pozzoni,President
                and Chief Executive Officer




In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.




SIGNATURE
            
            TITLE
            
            DATE/s/
                Massimiliano Pozzoni
            
            President,
                Treasurer Chief
            
            August
                15, 2008Massimiliano
                Pozzoni
            
            Executive
                Officer, ChiefFinancial
              and Accounting OfficerBoard
                of Directors/s/
                Massimiliano Pozzoni
            
            Director
            
            August
                15, 2008Massimiliano
                Pozzoni




37