U.S.
SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


FORM
10-K




(Mark
One)


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




For
Fiscal Year Ended: May 31, 2010


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




VIPER
RESOURCES, INC.








Nevada
                        
                        26-2113613(State or other jurisdiction of
                          incorporation or organization)
                        
                        (IRS Employer Identification
                          No.)





Uptown
      Center
                        2100
      West Loop South, Suite 900
                        Houston,
      Texas
                      
                      77002(Address
      of principal executive offices)
                      
                      (Postal
      Code)




Issuer's
telephone number:  (832)
476-8941




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




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




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes  ̈
  No x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act.  Yes  ̈
  No x




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




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).  Yes  ̈
  No  ̈




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant'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 registrant is a large accelerated filer, an
accelerated filer, or a smaller reporting company.  See the
definitions of the “large accelerated filer,” “accelerate filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.   (Check
one):




Large
      Accelerated Filer  ̈
              Accelerated
      Filer  ̈Non-Accelerated
      Filer  ̈
              Smaller
      reporting company x(Do
      not check if a smaller reporting company)




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




As of
November 30, 2009, there were 78,484,884 shares of the registrant's common
stock, par value $0.00001, issued and outstanding.  Of these,
43,484,884 shares were held by non-affiliates of the registrant.  The
market value of securities held by non-affiliates was approximately $11,306,069
based on the average of the closing bid and ask price of $0.26 for the
registrant’s common stock on November 30, 2009.




As of
August 25, 2010 there were 79,116,214 shares of the registrant’s common stock,
par value $0.00001, issued and outstanding.




DOCUMENTS
INCORPORATED BY REFERENCE


If the
following documents are incorporated by reference, briefly describe them and
identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which
the document is incorporated:  (1) any annual report to security
holders; (2) any proxy or information statement; and (3) any
prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933,
as amended (“Securities Act”).




Not
Applicable.





TABLE
OF CONTENTS


Item Number and Caption
                                            
                                            PageFORWARD-LOOKING
      STATEMENTS
                                            
                                            3PART
      I
                                            
                                            
                                            4ITEM
      1.
                                            BUSINESS
                                            
                                            4ITEM
      1A.
                                            RISK
      FACTORS
                                            
                                            8ITEM
      1B.
                                            UNRESOLVED
      STAFF COMMENTS
                                            
                                            8ITEM
      2.
                                            PROPERTIES
                                            
                                            8ITEM
      3.
                                            LEGAL
      PROCEEDINGS
                                            
                                            8ITEM
      4.
                                            (RESERVED)
                                            
                                            8PART
      II
                                            
                                            
                                            9ITEM
      5.
                                            MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATEDSTOCKHOLDER
      MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIES
                                            
                                            9ITEM
      6.
                                            SELECTED
      FINANCIAL DATA
                                            
                                            11ITEM
      7.
                                            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIALCONDITION
      AND RESULTS OF OPERATIONS
                                            
                                            11ITEM
      7A
                                            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUTMARKET
      RISK
                                            
                                            15ITEM
      8.
                                            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
                                            
                                            15ITEM
      9.
                                            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING
      AND FINANCIAL DISCLOSURE
                                            
                                            15ITEM
      9A.[T]
                                            CONTROLS
      AND PROCEDURES
                                            
                                            15ITEM
      9B.
                                            OTHER
      INFORMATION
                                            
                                            16PART
      III
                                            
                                            
                                            16ITEM
      10.
                                            DIRECTORS,
      EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
                                            
                                            16ITEM
      11.
                                            EXECUTIVE
      COMPENSATION
                                            
                                            18ITEM
      12.
                                            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT
      AND RELATED STOCKHOLDER MATTERS (REVISE)
                                            
                                            19ITEM
      13.
                                            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, ANDDIRECTOR
      INDEPENDENCE
                                            
                                            21ITEM
      14.
                                            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
                                            
                                            21PART
      IV
                                            
                                            
                                            22ITEM
      15.
                                            EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES
                                            
                                            22


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.  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.




Factors
that might cause or contribute to such differences include, but are not limited
to, those discussed below and in the sections “Business” and “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.”




All
references in this Form 10-K to the “Company,” “Viper,” “we,” “us” or “our” are
to Viper Resources, Inc.


3


PART
I




ITEM
      1.
            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. The option
expired on June 10, 2010. Prior to exercising the purchase option, we had 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 was a producer and we made full payment
for the 50% working interest. We had no obligation however, to drill any well on
the leases before we exercised 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 were assignee of a
25% interest in and to a Farmout Agreement (the “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 were 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. We subsequently determined not to pursue our interest in the
Prospect and effectively unwound the transaction.  Accordingly, on
November 28, 2008 we entered into an Assignment of Farmout Interest with West
Canyon Energy Corp. pursuant to which we assigned back to West Canyon Energy
Corp. the 25% interest in and to a Farmout Agreement.  We received
$134,438 for the assignment which approximated our cost.




On July
25, 2009 we entered into a Purchase Agreement with Enercor, Inc., a Nevada
corporation (“Enercor”).  Therein we acquired a 35% – 40% interest in
certain contract rights acquired by Enercor as the successor to an agreement
(the “Tar Sand Rights Agreement”) granting rights to extract tar sand deposits
pursuant to Combined Hydrocarbon Leases (“CHL’s”) to be issued by the Bureau of
Land Management (“BLM”) covering approximately 33,632 acres of land in Southern
Uintah County, Utah (the “Property”).  The issuance of the CHL’s is
subject to regulatory requirements including, but not limited to, approvals of
operating plans and environmental impact studies.  If the CHL’s are
issued, the right to develop the tar sand deposits covered by the CHL’s was to
be assigned to Enercor, subject to a reserved overriding royalty and certain
third party consent rights, and Enercor was to, in turn, assign a 35% – 40%
working interest (the “Working Interest”) in the tar sand deposit development
rights granted by the CHL’s to us.  The Tar Sand Rights Agreement
required the approval of the other contracting party to the assignment to and by
Enercor of the tar sand deposit rights (the “Contract Approval”).  On
December 8, 2009 the other contracting party to the Tar Sand Rights Agreement
entered into a Tar Sands Acquisition Agreement (the “Tar Sands Acquisition
Agreement”) with Enercor pursuant to which it assigned to Enercor the existing
federal oil and gas leases on the Property (the “Leases”), any CHL’s that may be
subsequently issued on the Property, and all of such other contracting party’s
rights in such Leases and CHL’s in exchange for $80,000, representing payment of
certain out-of-pocket and legal fees incurred by such party in connection with
the CHL conversion process, and a reserved overriding royalty.  Upon
the closing under the Tar Sands Acquisition Agreement, the Tar Sand Rights
Agreement, including the Contract Approval requirement thereunder, was deemed
void and of no further effect, Enercor owned the Leases and other rights
described above, and Enercor now has standing to deal directly with the BLM in
connection with the request to the BLM to issued CHL’s on the Property. Accordingly, when and if CHL’s are
issued on the Property, they will be issued directly to Enercor and Enercor will
be required to assign the Working Interest in the tar sands deposits to us
without the necessity of first obtaining third party approval.  The
grant of the CHL’s to Enercor remains subject to satisfactory completion of all
regulatory requirements. We expect the BLM to issue the CHL’s but can offer no
assurance as to when and if this will occur.


4


We were
required to pay Enercor an aggregate of up to $5,000,000 for the contract
interest in a combination of cash ($500,000 to $1,000,000) and shares of our
restricted common stock ($4,000,000).  The stock payment consisting of
4,147,237 shares of our common stock was made on July 31, 2009 (the “Initial
Closing Date”).  The cash payments, each in the amount of $100,000
were required to be made at 30 day intervals following the Initial Closing
Date.  We determined to limit our aggregate cash payments to $500,000,
all of which have been made, and receive an assignment, if applicable, of a 35%
working interest.




On
December 29, 2009 we agreed to restructure our arrangement with Enercor from a
purchase and sale arrangement to a joint venture arrangement for the joint
development of the Property’s tar sand deposits.  During the quarter
ended February 28, 2010 we and Enercor determined to forgo the restructuring and
leave the transaction as a purchase and sale arrangement. The determination to
leave the transaction as a purchase and sale arrangement had no material effect
on our rights in the Property or our transaction costs.




On August
5, 2009 we entered into a Purchase Agreement with Enercor.  Therein we
acquired a 37.5% working interest in a lease covering 640 acres in Uintah
County, Utah (Lease UTU – 38076).  The lease is subject to aggregate
royalties of 18.25%.  The lease provides for conventional oil and gas
drilling.  We intend to apply to the Bureau of Land Management for the
issuance of a Combined Hydrocarbon Lease on the property which will allow us to
also engage in tar sands extraction activity. The lease is adjacent to the
leases which are the subject of our July 25, 2009 and August 12 2009 Purchase
Agreements with Enercor.  We paid Enercor 300,000 shares of our common
stock for the working interest.




On August
12, 2009 we entered into a Purchase Agreement with Enercor.  Therein
we acquired a 62.5% working interest in a lease covering 640 acres in Uintah
County, Utah (Lease UTU – 27413).  The lease is subject to aggregate
royalties of 18.25%.  The lease provides for conventional oil and gas
drilling.  We intend to apply to the Bureau of Land Management for the
issuance of a Combined Hydrocarbon Lease on the property which will allow us to
also engage in tar sands extraction activity. The lease is adjacent to the
leases which are the subject of our July 25, 2009 and August 5, 2009 Purchase
Agreements with Enercor.  We paid Enercor 300,000 shares of our common
stock for the working interest.




On July
6, 2009 we entered into a Share Issuance Agreement (the “Share Issuance
Agreement”) with Baden Energy Group Ltd. (“Baden”) pursuant to which Baden
could, at our request, purchase units of our securities at a price equal to 80%
of the volume weighted average of the closing price for our common stock for the
ten business days immediately preceding the date we supplied Baden with written
notice of our request that they purchase units (the “Unit
Price”).  Each unit purchased consisted of one share of our restricted
common stock and one common stock purchase warrant to purchase one share of our
common stock for a period of three years from issuance at an exercise price
equal to 125% of the Unit Price.  Each such request by us was required
to be in the amount of not less than $100,000 of units and required to be in
multiples of $100,000.  We were required to use the proceeds from all
unit sales for exploration activities, working capital and general corporate
activities.  Baden could however, in its sole discretion, refuse to
act on any request by us due to its determination that market conditions were
unfavorable.


5


The Share
Issuance Agreement was in effect until July 6, 2010. During the term of the
Share Issuance Agreement, we were able to sell up to $6,000,000 of units to
Baden, which amount could be increased by Baden, in its discretion, to
$10,000,000.




During
the period ending July 6, 2010, we could not discuss, solicit, negotiate or
engage in any investment or corporate financing agreements without the prior
written consent of Baden, which consent could not be arbitrarily withheld.
Further, Baden had a right of first refusal during such period on all of our
proposed financings with third parties.  The foregoing right of Baden
to prohibit our discussion, solicitation, negotiation or engagement in
investment or corporate financing agreements or to maintain a right of first
refusal was to be of no further force or effect, however, in the event Baden
refused a unit purchase request from us by reason of unfavorable market
conditions.




The Share
Issuance Agreement further provided that until July 6, 2010 we could only engage
in equity financings and could not engage in debt financings.  The
Share Issuance Agreement was not assignable or transferrable by Baden without
our prior written consent, which consent could not be arbitrarily
withheld.




Effective
August 12, 2009 Baden purchased 319,419 units, at our request, pursuant to our
Share Issuance Agreement with Baden at a price of $0.94 per unit or an aggregate
of $300,000.  Each unit consists of one share of our common stock and
one common stock purchase warrant to purchase one additional share of our common
stock at a price of $1.18 per share for a period of three years from
issuance.




Effective
September 22, 2009 Baden purchased 600,000 units, at our request, pursuant to
our Share Issuance Agreement with Baden at a price of $1.00 per unit or an
aggregate of $600,000.  Each unit consists of one share of our common
stock and one common stock purchase warrant to purchase one additional share of
our common stock at a price of $1.25 per share for a period of three years from
issuance.




Effective
February 23, 2010 Baden purchased 606,060 units, at our request, pursuant to our
Share Issuance Agreement with Baden at a price of $0.165 per unit or an
aggregate of $100,000.  Each unit consists of one share of our common
stock and one common stock purchase warrant to purchase one additional share of
our common stock at a price of $0.20 per share for a period of three years from
issuance.




On
January 28, 2010, we entered into an Investment Agreement (“Investment
Agreement”) with Dutchess Opportunity Fund, II, LP (the
“Investor”).  Pursuant to the Investment Agreement, the Investor
committed to purchase up to $5,000,000 of our common stock over a period of
thirty-six months (the “Equity Line”).  We may draw on the facility
from time to time, as and when we determine appropriate in accordance with the
terms and conditions of the Investment Agreement.  The purchase price
shall be set at 94% of the highest posted bid price for our common stock during
the 5 consecutive trading day period beginning on the trading day immediately
following the date of delivery of the applicable put notice.  The
amount that we are entitled to put in any one notice shall be equal to either
(i) 200% of the average daily trading volume for our common stock for the 3
trading days prior to the applicable put notice date, multiplied by the average
of the 3 daily closing prices immediately preceding the put date or (ii)
$100,000.   The Investor will not be obligated to purchase shares
if the Investor’s total number of shares beneficially held at that time would
exceed 4.99% of the number of shares of our common stock as determined in
accordance with Rule 13d-1 of the Securities Exchange Act of 1934, as
amended.  In addition, we are not permitted to draw on the facility
unless there is an effective registration statement to cover the resale of the
shares.




Pursuant
to the terms of a Registration Rights Agreement dated January 28, 2010 between
us and the Investor, on February 25, 2010 we filed a registration statement (the
“Registration Statement”) with the SEC to register the resale by the Investor of
up to 25,000,000 shares of the common stock underlying the Investment
Agreement.  On April 6, 2010 we filed Amendment No. 1 to the
Registration Statement and pursuant to a cut-back comment from the SEC Staff,
reduced the number of shares being registered under the Registration Statement
to 14,500,000. On June 1, 2010 we withdrew the registration statement and filed
a new registration statement on June 2, 2010 under which we are seeking to
register 14,705,000 shares. We are obligated to use all commercially reasonable
efforts to have the registration statement declared effective as soon as
possible.


6


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.




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.




Advisory
Board




Effective
July 6, 2009, we formed an advisory board and appointed Warren Dillard as the
initial member thereof.  Mr. Dillard has over 40 years of business
experience in a vast array of activities in investment management, corporate
financial management and early-stage capital formation, for both public and
private investment funds and operating companies in a wide range of
businesses.  He is presently serving as the Chief Executive Officer of
Enertech Energy, Inc. (“Enertech”), a Los Angeles based energy company and is
the Chief Financial Officer of Enercor, Inc., a subsidiary of
Enertech.  He received his BBA in Accounting from Texas A&M
University and his MBA in Finance with Honors from the Harvard Business
School.  We agreed to pay Mr. Dillard an aggregate of 50,000 shares of
our common stock for each year of services on the advisory board, the first
25,000 of which were issued in connection with the appointment.  The
second 25,000 shares were issued in January 2010. We did not appoint Mr. Dillard
for a second year and do not presently maintain an advisory board.




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.


7


Research
and Development




During
the fiscal years ended May 31, 2010 and May 31, 2009 we made no expenditures on
research and development.




Employees




As of
August 25, 2010 our only employee is our sole executive officer.




Reports
to Security Holders




We file
annual, quarterly and current reports and other information with the Securities
and Exchange Commission. You may read and copy any reports, statement or other
information that we file with the Commission at the Commission's public
reference room at 100 F Street, N.E., Washington, D.C. 20549.  Please
call the Commission at (202) 551-8090 for further information on the public
reference room. These Commission filings are also available to the public from
commercial document retrieval services and at the Internet site maintained by
the Commission at http://www.sec.gov.




In
addition our filings can be viewed on our Internet site at
www.viper-resources.com.




ITEM
      1A.
            RISK
      FACTORS




Not
Applicable.




ITEM
      1B.
            UNRESOLVED
      STAFF COMMENTS




Not
Applicable.




ITEM
      2.
            PROPERTIES




Our
executive offices are located at 2100 West Loop 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, 2008 and continued through
May 21, 2010. Thereunder we paid base rent of $2,000 per month. On May 21, 2010
we renewed the lease for a six month term at a base monthly rental rate of
$1,380.




ITEM
      3.
            LEGAL
      PROCEEDINGS




Legal
Proceedings




From time
to time we may be a defendant and plaintiff in various legal proceedings arising
in the normal course of our business. We are currently not a party to any
material legal proceedings or government actions, including any bankruptcy,
receivership, or similar proceedings. In addition, we are not aware of any
threatened litigation or action that could affect our operations. Furthermore,
as of the date of this Annual Report, our management is not aware of any
proceedings to which any of our directors, officers, or affiliates, or any
associate of any such director, officer, affiliate, or security holder is a
party adverse to our company or has a material interest adverse to
us.




ITEM
      4.
            (RESERVED)




8




PART
II




ITEM
5.         MARKET FOR REGISTRANT’S
COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES




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 BidMay
      31, 2010
                  
                  $
                  0.141
                  
                  
                  $
                  0.035February
      26, 2010
                  
                  $
                  0.27
                  
                  
                  $
                  0.125November
      30, 2009
                  
                  $
                  1.16
                  
                  
                  $
                  0.25August
      31, 2009
                  
                  $
                  1.53
                  
                  
                  $
                  0.46May
      31, 2009
                  
                  $
                  1.00
                  
                  
                  $
                  0.47February
      28, 2009
                  
                  $
                  0.90
                  
                  
                  $
                  0.25November
      30, 2008
                  
                  $
                  0.25
                  
                  
                  $
                  0.25August
      31, 2008
                  
                  $
                  0.25
                  
                  
                  $
                  0.25May
      31, 2008
                  
                  $
                  0.25
                  
                  
                  $
                  0.007February
      29, 2008
                  
                  $
                  0.007
                  
                  
                  $
                  0.007November
      30, 2007
                  
                  $
                  0.007
                  
                  
                  $
                  0.007August
      31, 2007
                  
                  $
                  0.007
                  
                  
                  $
                  0.007




Holders




As of May
31, 2010 there were approximately 50 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
January 28, 2010, we entered into an Investment Agreement (“Investment
Agreement”) with Dutchess Opportunity Fund, II, LP (the
“Investor”).  Pursuant to the Investment Agreement, the Investor
committed to purchase up to $5,000,000 of our common stock over a period of
thirty-six months (the “Equity Line”).  We may draw on the facility
from time to time, as and when we determine appropriate in accordance with the
terms and conditions of the Investment Agreement.  The purchase price
shall be set at 94% of the highest posted bid price for our common stock during
the 5 consecutive trading day period beginning on the trading day immediately
following the date of delivery of the applicable put notice.  The
amount that we are entitled to put in any one notice shall be equal to either
(i) 200% of the average daily trading volume for our common stock for the 3
trading days prior to the applicable put notice date, multiplied by the average
of the 3 daily closing prices immediately preceding the put date or (ii)
$100,000.   The Investor will not be obligated to purchase shares
if the Investor’s total number of shares beneficially held at that time would
exceed 4.99% of the number of shares of our common stock as determined in
accordance with Rule 13d-1 of the Securities Exchange Act of 1934, as
amended.  In addition, we are not permitted to draw on the facility
unless there is an effective registration statement to cover the resale of the
shares.


9


Pursuant
to the terms of a Registration Rights Agreement dated January 28, 2010 between
us and the Investor, on February 25, 2010 we filed a registration statement (the
“Registration Statement”) with the SEC to register the resale by the Investor of
up to 25,000,000 shares of the common stock underlying the Investment
Agreement.  On April 6, 2010 we filed Amendment No. 1 to the
Registration Statement and pursuant to a cut-back comment from the SEC Staff,
reduced the number of shares being registered under the Registration Statement
to 14,500,000. On June 1, 2010 we withdrew the registration statement and filed
a new registration statement on June 2, 2010 under which we are seeking to
register 14,705,000 shares. We are obligated to use all commercially reasonable
efforts to have the registration statement declared effective as soon as
possible.




On June
9, 2008 we sold 1,000,000 units to a single subscriber at a price of $0.25 per
unit.  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 Regulation S under the Securities Act of 1933, as
amended.




On June
23, 2009 we sold 100,000 units to a single subscriber at a price of $0.50 per
unit or an aggregate of $50,000.  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 $0.80 per share, subject to adjustment, for a period of three years
from issuance.  The units were sold in reliance on Regulation S under
the Securities Act of 1933, as amended.




On July
6, 2009 we issued 25,000 shares of our common stock to Warren Dillard in
consideration of his serving on our advisory board.  The shares were
issued in reliance on Section 4(2) under the Securities Act of 1933, as
amended.




On July
15, 2009 we sold 200,000 units to a single subscriber at a price of $0.50 per
unit or an aggregate of $100,000.  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 $0.80 per share, subject to adjustment, for a period of three years
from issuance.  The units were sold in reliance on Regulation S under
the Securities Act of 1933, as amended.




On July
29, 2009 we sold 200,000 units to a single subscriber at a price of $0.50 per
unit or an aggregate of $100,000.  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 $0.80 per share, subject to adjustment, for a period of three years
from issuance.  The units were sold in reliance on Regulation S under
the Securities Act of 1933, as amended.




In
connection with our August 5, 2009 and August 12, 2009 Purchase Agreement with
Enercor, Inc. we issued 300,000 shares of our common stock effective August 5,
2009 and 300,000 shares of our common stock effective August 12,
2009.  The shares were issued in reliance on Section 4(2) under the
Securities Act of 1933, as amended.




In
connection with our July 25, 2009 Purchase Agreement with Enercor, Inc.
effective July 31, 2009 we issued 4,147,237 shares of our common
stock.  The shares were issued in reliance on Section 4(2) under the
Securities Act of 1933, as amended.


10


On August
31, 2009 we issued 153,508 shares of our restricted common stock to a former
officer and director in connection with an August 31, 2009 Settlement
Agreement.  The shares were issued in reliance on Section 4(2) under
the Securities Act of 1933, as amended.




Effective
August 12, 2009 we sold 319,419 units to a single subscriber pursuant to a July
6, 2009 Share Issuance Agreement.  Each unit consists of one share of
common stock and one common stock purchase warrant to purchase one additional
share of common stock at a price of $1.18 per share for a period of three years
from issuance.  The units were issued in reliance on Section 4(2)
under the Securities Act of 1933, as amended.




Effective
September 22, 2009 we sold 600,000 units to a single subscriber pursuant to a
July 6, 2009 Share Issuance Agreement.  Each unit consists of one
share of common stock and one common stock purchase warrant to purchase one
additional share of common stock at a price of $1.25 per share for a period of
three years from issuance.  The units were issued in reliance on
Section 4(2) under the Securities Act of 1933, as amended.




Effective
February 23, 2010 we sold 606,000 units to a single subscriber pursuant to a
July 6, 2009 Share Issuance Agreement.  Each unit consists of one
share of common stock and one common stock purchase warrant to purchase one
additional share of common stock at a price of $0.20 per share for a period of
three years from issuance.  The units were issued in reliance on
Section 4(2) under the Securities Act of 1933, as amended.




Purchases
of Equity Securities by the Issuer and Affiliated Purchasers




None




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.
            SELECTED
      FINANCIAL DATA




Not
applicable.




ITEM
7.               MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS




The
following discussion should be read in conjunction with our audited consolidated
financial statements and the accompanying notes included elsewhere in this Annual Reporton
Form 10-K.




The
following discussion contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those anticipated
in the forward-looking statements as a result of various factors, including
those discussed elsewhere in this annual
report.




We are in
the exploration stage as an oil and gas exploration company and during the year
ended May 31, 2010 we engaged in limited oil and gas activities.  We
had minimal operations and generated no revenues during the fiscal year ended
May 31, 2010. 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
acquisitions.




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


11


In its
report dated August 10, 2010, 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 had an accumulated deficit of $6,326,754 as of May 31,
2010. Our continuation as a going concern is dependent upon future events,
including our ability to raise additional capital and to generate positive cash
flows.




On July
25, 2009, August 5, 2009 and August 12, 2009 we entered into Purchase Agreements
with Enercor Inc. pursuant to which we have acquired contract rights and working
interests in leases located in Uintah County, Utah (see ITEM 1.
BUSINESS”).




Our
current business plan strategy is to develop our 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 $1,000,000 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 $200,000. 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.


12


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.




Results
of Operations




Revenues




We have
had no revenues since our inception.




Expenses




We had
operating expenses of $5,790,054 and $279,350 for the years ended May 31, 2010
and 2009 respectively.  The increase in operating expenses during the
year ended May 31, 2010 was primarily attributable to write downs of oil and gas
properties, website expenses and increased legal expenses.




Net Loss




We
incurred net losses for the years ended May 31, 2010 and 2009 of $5,796,713 and
$285,988, respectively.  The increase in net loss was directly
attributable to the increase in our operating expenses.




Liquidity
and Capital Resources




At May
31, 2010 we had working capital of $198,997 compared to a working capital
deficit of $106,091 at May 31, 2009.  Current liabilities decreased to
$3,560 at May 31, 2010 from $127,163 at May 31, 2009.  Current assets
increased to $202,557 at May 31, 2010 from $21,072 at May 31, 2009.




Critical
Accounting Policies and Estimates




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.


13


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 Company’s balance sheet, approximates fair
value.




Stock
Based Compensation




The
Company accounts for employee and non-employee stock awards under ASC 718,
whereby equity instruments issued to employees for services are recorded based
on the fair value of the instrument issued and those issued to non-employees are
recorded based on the fair value of the consideration received or the fair value
of the equity instrument, whichever is more reliably measurable.




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.


14




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 did not have a material
effect on the Company’s results of operations or financial
position.




Off
Balance Sheet Arrangements




None.




Contractual
Obligations




Not
applicable.




ITEM 7A
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK




Not
applicable




ITEM 8.
            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA




See the
Financial Statements and notes thereto commencing on page F-1.




ITEM 9. CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE




Not
applicable.




ITEM 9A.[T]
            CONTROLS
      AND PROCEDURES




Evaluation
of Our Disclosure Controls and Internal Controls




We
maintain disclosure controls and procedures that are designed to ensure that
material information required to be disclosed in our periodic reports filed
under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded,
processed, summarized, and reported within the time periods specified in the
SEC’s rules and forms and to ensure that such information is accumulated and
communicated to our management, including Massimiliano Pozzoni, our chief
executive and financial officer, to allow timely decisions regarding required
disclosure. As of the end of the period covered by this Annual Report, we
carried out an evaluation, under the supervision and with the participation of
our management, including our principal executive and financial officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rule 13(a)-15(e) under the 1934 Act. Based on this
evaluation, management concluded that, as of May 31, 2010, our disclosure
controls and procedures were effective.




Management’s
Report on Internal Control over Financial Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Our internal control over financial reporting
is designed to provide reasonable assurances regarding the reliability of
financial reporting and the preparation of our financial statements in
accordance with U.S. generally accepted accounting principles, or GAAP. Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree or compliance
with the policies or procedures may deteriorate.


15


With the
participation of Massimiliano Pozzoni, our Chief Executive and Financial
Officer, our management conducted an evaluation of the effectiveness of our
internal control over financial reporting as of May 31, 2009 based on the
framework in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission ("COSO"). Based on our
evaluation, management concluded that we did maintain effective internal control
over financial reporting as of May 31, 2010 based on the COSO framework
criteria.




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 on Form 10-K.




Limitations
on Effectiveness of Controls and Procedures




Our
management, including Massimiliano Pozzoni, our Chief Executive and Financial
Officer, does not expect that our disclosure controls and procedures or our
internal controls will prevent all errors and all fraud. A control system, no
matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further,
the design of a control system must reflect the fact that there are resource
constraints and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within the Company have been detected. These inherent
limitations include, but are not limited to, the realities that judgments in
decision-making can be faulty and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of the control. The design of any system of controls also is based in
part upon certain assumptions about the likelihood of future events and there
can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions. Over time, controls may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.




Changes
in Internal Controls




During
the fiscal quarter ended May 31, 2010, there have been no changes in our
internal control over financial reporting that have materially affected or are
reasonably likely to materially affect our internal controls over financial
reporting.




ITEM 9B.
            OTHER
      INFORMATION




Not
applicable.




PART
III




ITEM 10.
            DIRECTORS,
      EXECUTIVE OFFICERS, AND CORPORATE
GOVERNANCE




Executive
Officers, Directors and Key Employees




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.


16


The
following table sets forth certain information, as of May 31, 2010, with respect
to our directors and executive officers.




Name
                
                Positions Held
                
                Age
                
                Date of Election or
                  Appointment as
                  DirectorMassimiliano
      Pozzoni
                
                President,
      Secretary, Treasurer, CEO, CFO, and Director
                
                33
                
                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.




Board
of Directors; Board Committees




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 limited
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.




Corporate
Governance




Leadership
Structure




Our board
has 1 member, Massimiliano Pozzoni. Accordingly we have not designated a
chairman.


17


We are a
small, exploration stage company which has yet to achieve operating revenues.
Our sole director, Mr. Pozzoni, also serves as our sole executive
officer.  We believe that our present management structure is
appropriate for a company of our size and state of development.




Our board
is actively involved in our risk oversight function and collectively undertakes
our risk oversight function. This review of our risk tolerances includes, but is
not limited to, financial, legal and operational risks and other risks
concerning our reputation and ethical standards.




Given our
size, we do not have a nominating committee or a diversity policy. Our entire
board monitors and assesses the need for and qualifications of additional
directors.  We may adopt a diversity policy in the future in
connection with our anticipated growth.




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.




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 Viper Resources, Inc. at Uptown Center, 2100 West Loop South,
Houston, TX 77002.




ITEM 11.
            EXECUTIVE
      COMPENSATION




The
following table sets forth information concerning the total compensation paid or
accrued by us during the three fiscal years ended May 31, 2010, 2009, and 2008
to (i) all individuals that served as our principal executive officer or acted
in a similar capacity for us at any time during the fiscal year ended May 31,
2010; (ii) all individuals that served as our principal financial officer or
acted in a similar capacity for us at any time during the fiscal year ended May
31, 2010; and (iii) all individuals that served as executive officers of ours at
any time during the fiscal year ended May 31, 2010 that received annual
compensation during the fiscal year ended May 31, 2010 in excess of
$100,000.


18


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
                                Compen-
                                sation ($)
                              
                              
                              Total ($)Massimiliano
                              
                              2010
                              
                              
                              99,000
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              99,000Pozzoni(1),
                              
                              2009
                              
                              
                              105,000
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              105,000Chief
      Executive
                              
                              2008
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0and
      FinancialOfficer




(1)
            Effective
      March 21, 2008 Massimiliano Pozzoni was appointed as our President,
      Treasurer, Secretary, 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.




Employment
Agreements




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.




Effective
January 1, 2009 Massimiliano Pozzoni agreed to a temporary reduction in the
monthly payment due to him under his employment agreement from $10,000 to
$7,000.  Effective January 1, 2010 Mr. Pozzoni’s monthly salary was
restored to $10,000.




ITEM 12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS




The
following table sets forth information with respect to the beneficial ownership
of our common stock known by us as of May 31, 2010 by:


19


·
            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 May 31, 2009.  Except as otherwise indicated, each person’s
address is c/o Viper Resources, Inc., Uptown Center, 2100 North Loop South,
Suite 400, Houston, TX 77002.  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.




Amount and Natureof Beneficial
                                                
                                                Percentage ofName of Beneficial Owner
                                                
                                                Title of Class
                                                
                                                Ownership(1)
                                                
                                                Class(2)Massimiliano
      Pozzoni
                                                
                                                Common
      Stock,$0.00001
      par value
                                                
                                                35,000,000
      sharesowned
      directly
                                                
                                                
                                                44.24
                                                %Banque
      SCS Allicance SA
                                                  Route
      de Chancy 6B
                                                  Case
      Postal 64
                                                  CH-1211,
      Geneva 8
                                                  Switzerland
                                                
                                                Common
      Stock,$0.00001
      par value
                                                
                                                4,000,000
      shares owned directly (3)
                                                
                                                
                                                5.05
                                                %All
      directors and executive officers as a group (1 person)
                                                
                                                Common
      Stock,$0.00001
      par value
                                                
                                                35,000,000
      shares
                                                
                                                
                                                44.24
                                                %




(1)
            As
      used herein, the term beneficial ownership with respect to a security is
      defined by Rule 13d-3 under the Securities Exchange Act of 1934 as
      consisting of sole or shared voting power (including the power to vote or
      direct the vote) and/or sole or shared investment power (including the
      power to dispose or direct the disposition of) with respect to the
      security through any contract, arrangement, understanding, relationship or
      otherwise, including a right to acquire such power(s) during the next 60
      days.  Unless otherwise noted, beneficial ownership consists of
      sole ownership, voting and investment
rights.




(2)
            There
      were 79,116,214 shares of common stock issued and outstanding on May 31,
      2010.




(3)
            Includes
      2,000,000 shares underlying presently exercisable
  warrants.




Changes
in Control




Not
Applicable.


20


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 13.         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 provided for the payment of an annual
salary of $120,000 or $10,000 per month.  Effective January 1, 2009
Mr. Pozzoni agreed to a temporary reduction in the monthly payment due to him
under the Executive Employment Agreement from $10,000 to $7,000 per month.
Effective January 1, 2010 the monthly payment amount was restored to
$10,000.




On August
31, 2009 we entered into a Settlement Agreement (the “Agreement”) with Douglas
Berry, a former officer and director, whereby we settled our outstanding debt to
Mr. Berry in the amount of $125,262.45 through the issuance of 153,508 shares of
our restricted common stock.  The debt was the result of loans made to
us by Mr. Berry in the aggregate amount of $110,625 and the resulting interest
of $14,637.45 due thereon.  The shares were valued at $0.816 per share
which represented a 20% discount to the closing price of our common stock on the
date of the Agreement.




Director
Independence




Our sole
present director is not “independent” as that term is defined by the National
Association of Securities Dealers Automated Quotations (“NASDAQ”) as our
director also serves as our sole executive officer.




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, 2010 and 2009 are set forth in the table
below:




Fee Category
                
                Fiscal year ended
                  May 31, 2010
                
                
                Fiscal year ended
                  May 31, 2009Audit
      fees (1)
                
                $
                8,500
                
                
                $
                9,800Audit-related
      fees (2)
                
                
                0
                
                
                
                -0-Tax
      fees (3)
                
                
                0
                
                
                
                -0-All
      other fees (4)
                
                
                0
                
                
                
                -0-Total
      fees
                
                $
                8,500
                
                
                $
                9,800




(1)
            Audit
      fees consist 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-Q and for services that are normally provided in connection with
      statutory or regulatory filings or
engagements.




21


(2)
            Audit-related
      fees consist 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 consist of fees billed for professional services relating to tax
      compliance, tax planning, and tax
advice.




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




Audit Committee’s
Pre-Approval Practice.




Prior to
our engagement of our independent auditor, such engagement was approved by our
board of directors. The services provided under this engagement may include
audit services, audit-related services, tax services and other services.
Pre-approval is generally provided for up to one year and any pre-approval is
detailed as to the particular service or category of services and is generally
subject to a specific budget. Pursuant our requirements, the independent
auditors and management are required to report to our board of directors at
least quarterly regarding the extent of services provided by the independent
auditors in accordance with this pre-approval, and the fees for the services
performed to date. Our board of directors may also pre-approve particular
services on a case-by-case basis. All audit-related fees, tax fees and other
fees incurred by us for the year ended December 31, 2008, were approved by our
board of directors.




PART
IV




ITEM 15.
            EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES




Financial Statements
                      
                      PageReport
      of Independent Registered Public Accounting Firm
                      
                      F-2Balance
      Sheets as of May 31, 2010 and 2009
                      
                      F-3Statements
      of Operations for the years ended May 31, 2010 and 2009 and for the period
      from November 18, 2005 (Inception) through May 31, 2010
                      
                      F-4Statements
      of Changes in Stockholders’ Equity (Deficit) for the period from November
      18, 2005 (Inception) through May 31, 2010
                      
                      F-5Statements
      of Cash Flows for the years ended May 31, 2010 and 2009 and for the period
      from November 18, 2005 (Inception) through May 31, 2010
                      
                      F-6Notes
      to Financial Statements
                      
                      F-7





Financial
Statement Schedules




All
financial statement schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes
thereto.




Exhibits




In
reviewing the agreements included as exhibits to this Form 10-K, please remember
that they are included to provide you with information regarding their terms and
are not intended to provide any other factual or disclosure information about
the Company or the other parties to the agreements. The agreements may contain
representations and warranties by each of the parties to the applicable
agreement. These representations and warranties have been made solely for the
benefit of the parties to the applicable agreement and:


22


•
            should
      not in all instances be treated as categorical statements of fact, but
      rather as a way of allocating the risk to one of the parties if those
      statements prove to be inaccurate;




•
            have
      been qualified by disclosures that were made to the other party in
      connection with the negotiation of the applicable agreement, which
      disclosures are not necessarily reflected in the
  agreement;




•
            may
      apply standards of materiality in a way that is different from what may be
      viewed as material to you or other investors;
  and




•
            were
      made only as of the date of the applicable agreement or such other date or
      dates as may be specified in the agreement and are subject to more recent
      developments.




Accordingly,
these representations and warranties may not describe the actual state of
affairs as of the date they were made or at any other time. Additional
information about the Company may be found elsewhere in this Form 10-K and the
Company’s other public filings, which are available without charge through the
SEC’s website at http://www.sec.gov.




The
following exhibits are included as part of this report:




Exhibit No.
                          
                          SEC Report
                            Reference No.
                          
                          Description3.1
                          
                          
                          3.1
                          
                          
                          Articles
      of Incorporation, as filed with the Nevada Secretary of State on November
      18, 2005 (1)3.2
                          
                          
                          3.1
                          
                          
                          Certificate
      of Amendment filed with the Nevada Secretary of State on October 14, 2009
      (2)3.3
                          
                          
                          3.2
                          
                          
                          Bylaws
      (1)4.1
                          
                          
                          4.1
                          
                          
                          Warrant
      dated August 12, 2009 exercisable for 319,419 shares issued to Baden
      Energy Group Ltd. (3)4.2
                          
                          
                          4.1
                          
                          
                          Warrant
      dated September 22, 2009 excercisable for 60,000 shares issued to Baden
      Energy Group Ltd. (4)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 (5)




23





Exhibit No.
                        
                        SEC Report
                          Reference No.
                        
                        Description10.5
                        
                        
                        10.1
                        
                        
                        Memorandum
      of Intent, dated May 22, 2008 between Registrant and Coastal Petroleum
      Company (6)10.6
                        
                        
                        10.1
                        
                        
                        Executive
      Employment Agreement effective June 5, 2008 between Registrant and
      Massimiliano Pozzoni (7)10.7
                        
                        
                        10.1
                        
                        
                        Assignment
      of Farmout Interest dated June 16, 2008 between Registrant and West Canyon
      Energy Corp. (8)10.8
                        
                        
                        10.2
                        
                        
                        Formal
      Agreement dated June 18, 2008 between Registrant and Coastal Petroleum
      Corp. (8)10.9
                        
                        
                        10.1
                        
                        
                        Share
      Issuance Agreement dated July 6, 2009 between Registrant and Baden Energy
      Group Ltd. (10)10.10
                        
                        
                        10.1
                        
                        
                        Purchase
      Agreement dated July 25, 2009 between Registrant and Enercor, Inc. (11)10.11
                        
                        
                        10.1
                        
                        
                        Purchase
      Agreement dated August 5, 2009 between Registrant and Enercor, Inc. (12)10.12
                        
                        
                        10.1
                        
                        
                        Purchase
      Agreement dated August 12, 2009 between Registrant and Enercor, Inc. (13)10.13
                        
                        
                        10.13
                        
                        
                        July
      6, 2009 Advisory Board Agreement with Warren Dillard (14)10.14
                        
                        
                        10.1
                        
                        
                        Investment
      Agreement between Registrant and Dutchess Opportunity Fund II, LP, dated
      January 28, 2010 (2)10.15
                        
                        
                        10.2
                        
                        
                        Registration
      Rights Agreement between Registrant and Dutchess Opportunity Fund II, LP,
      dated January 28, 2010 (2)10.16
                        
                        
                        10.1
                        
                        
                        Settlement
      Agreement, effective September 8, 2009 between Registrant and Cobra Oil
      & Gas Corporation (15)14.1
                        
                        
                        14.1
                        
                        
                        Code
      of Ethics (9)21
                        
                        
                        *
                        
                        
                        Subsidiaries
      of Registrant31.1/31.2
                        
                        
                        *
                        
                        
                        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.


24


(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 Current Report
      on Form 8-K, dated October 14, 2009, as filed with the Securities and
      Exchange Commission on February 3, 2010, which exhibit is incorporated
      herein by reference.




(3)
            Filed
      as an exhibit, numbered as indicated above, to Registrant’s Current Report
      on Form 8-K dated August 12, 2009, as filed with the Securities and
      Exchange Commission on August 17, 2009, 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 September 22, 2009, as filed with the Securities and
      Exchange Commission on September 25, 2009, which exhibit is incorporated
      herein by reference.




(5)
            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.




(6)
            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.




(7)
            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.




(8)
            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.




(9)
            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.




(10)
            Filed
      as an exhibit, numbered as indicated above, to Registrant’s Current Report
      on Form 8-K dated July 6, 2009, as filed with the Securities and Exchange
      Commission on July 14, 2009, which exhibit is incorporated herein by
      reference.




(11)
            Filed
      as an exhibit, numbered as indicated above, to Registrant’s Current Report
      on Form 8-K dated July 25, 2009, as filed with the Securities and Exchange
      Commission on July 30, 2009, which exhibit is incorporated herein by
      reference.




(12)
            Filed
      as an exhibit, numbered as indicated above, to Registrant’s Current Report
      on Form 8-K dated August 5, 2009, as filed with the Securities and
      Exchange Commission on August 11, 2009, which exhibit is incorporated
      herein by reference.




(13)
            Filed
      as an exhibit, numbered as indicated above, to Registrant’s Current Report
      on Form 8-K dated August 12, 2009, as filed with the Securities and
      Exchange Commission on August 17, 2009, which exhibit is incorporated
      herein by reference.




25


(14)
            Filed
      as an exhibit, numbered as indicated above, to Registrant’s Annual Report
      on Form 10-K for the year ended May 31, 2009, as filed with the Securities
      and Exchange Commission on August 20, 2009, which exhibit is incorporated
      herein by reference.




(15)
            Filed
      as an exhibit, numbered as indicated above, to Registrant’s Quarterly
      Report on Form 10-Q for the quarter ended August 31, 2009, as filed with
      the Securities and Exchange Commission on October 15, 2009, which exhibit
      is incorporated herein by
reference.




26


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.




VIPER
      RESOURCES, INC.Dated:  August
      26, 2010
                By:
                /s/ Massimiliano PozzoniMassimiliano
      Pozzoni, President andPrincipal
      Executive and Financial
Officer





Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on this 26th day of
August, 2010.




/s/ Massimiliano Pozzoni
              August
      26, 2010Massimiliano
      Pozzoni, President,
                Principal
      Executive Officer, Principal
                Financial
      and Accounting Officer,
                and
      Director




27




FINANCIAL
STATEMENTS





INDEX
TO FINANCIAL STATEMENTS





PageReport
      of Independent Registered Public Accounting Firm
              
              F-2Balance
      Sheets as of May 31, 2010 and 2009 (audited)
              
              F-3Statements
      of Operations  for the Years Ended May 31, 2010 and 2009
      (audited)
                and
      for the period from November 18, 2005 (dated of inception)
      through
                May
      31, 2010 (audited)
              
              F-4Statements
      of Stockholders’ Equity for the period from November 18, 2005 (dated of
      inception) through May 31, 2010 (audited)
              
              F-5Statements
      of Cash Flows for the Years Ended May 31, 2010 and 2009
      (audited)
                and
      the for the period from November 18, 2005 (dated of inception)
      through
                May
      31, 2010 (audited)
              
              F-6Notes
      to Financial Statements (audited)
              
              F-7




F-1


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


Viper
Resources, Inc.


(formerly
Cobra Oil and Gas Company)


Houston,
Texas





I have
audited the accompanying balance sheets of Viper Resources, Inc., an exploration
stage company, as of May 31, 2010  and 2009  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,
2010. 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 Viper Resources, Inc. as
of May 31, 2010  and 2009,  and the results of its
operations and its cash flows for the years then ended, and for the period from
November 18, 2005 (inception) through May 31, 2010  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.August
      10, 2010
            RONALD
      R. CHADWICK, P.C.




F-2


VIPER
RESOURCES, INC.


(formerly
Cobra Oil and Gas Company)


(An
Exploration Stage Company)


BALANCE
SHEET





May
      31,2010
                                                
                                                
                                                2009ASSETSCurrent
      assetsCash
                                                
                                                $
                                                202,557
                                                
                                                
                                                $
                                                21,072Total
      current assets
                                                
                                                
                                                202,557
                                                
                                                
                                                
                                                21,072Property
      and equipmentOffice
      equipment net of $434 depreciation
                                                
                                                
                                                2,462Oil
      and gas properties, non producing, full cost method
                                                
                                                
                                                96,000
                                                
                                                
                                                
                                                180,000Total
      property and equipment
                                                
                                                
                                                98,462
                                                
                                                
                                                
                                                180,000Other
      assetsPrepaid
      expenses
                                                
                                                
                                                20,000
                                                
                                                
                                                
                                                -Total
      other assets
                                                
                                                
                                                20,000
                                                
                                                
                                                
                                                -Total
      Assets
                                                
                                                $
                                                321,019
                                                
                                                
                                                $
                                                201,072LIABILITIES
      & STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      payable and accrued liabilities
                                                
                                                $
                                                2,050
                                                
                                                
                                                $
                                                3,560Due
      to related party
                                                
                                                
                                                1,510
                                                
                                                
                                                
                                                123,603Total
      current liabilities
                                                
                                                
                                                3,560
                                                
                                                
                                                
                                                127,163Stockholders'
      EquityPreferred
      stock, $0.00001 par value;100,000,000
      shares authorized;none
      issued and outstandingCommon
      stock, $0.00001 par value;100,000,000
      shares authorized;72,140,000
      issued and outstanding at May 31, 2009and
      79,116,214 issued and outstanding at May 31, 2010
                                                
                                                
                                                791
                                                
                                                
                                                
                                                721Additional
      paid-in capital
                                                
                                                
                                                6,643,422
                                                
                                                
                                                
                                                603,229Deficit
      accumulated during the exploration stage
                                                
                                                
                                                (6,326,754
                                                )
                                                
                                                
                                                (530,041
                                                )Total
      Stockholders' Equity
                                                
                                                
                                                317,459
                                                
                                                
                                                
                                                73,909Total
      Liabilities and Stockholders' Equity
                                                
                                                $
                                                321,019
                                                
                                                
                                                $
                                                201,072





The
accompanying notes are an integral part of these financial
statements.


F-3


VIPER
RESOURCES, INC.


(formerly
Cobra Oil and Gas Company)


(An
Exploration Stage Company)


Statement
of Operations





November
      18,2005
      (Inception)ThroughYear
      Ended May 31,
                    
                    
                    May
      31,2010
                    
                    
                    2009
                    
                    
                    2010Revenue
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -ExpensesAdvertising
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    1,495Accounting
                    
                    
                    12,950
                    
                    
                    
                    11,865
                    
                    
                    
                    45,415Bank
      charges
                    
                    
                    2,897
                    
                    
                    
                    1,186
                    
                    
                    
                    7,142Delay
      rentals
                    
                    
                    -
                    
                    
                    
                    2,944
                    
                    
                    
                    2,944Depreciation
                    
                    
                    434
                    
                    
                    
                    
                    
                    
                    
                    434Director's
      fees
                    
                    
                    17,000
                    
                    
                    
                    
                    
                    
                    
                    17,000Exploration
      costs
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    129,885Insurance
                    
                    
                    40,000
                    
                    
                    
                    
                    
                    
                    
                    40,000Legal
                    
                    
                    169,817
                    
                    
                    
                    91,474
                    
                    
                    
                    290,492Office
      expense
                    
                    
                    15,501
                    
                    
                    
                    5,921
                    
                    
                    
                    25,001Rent
                    
                    
                    24,739
                    
                    
                    
                    24,000
                    
                    
                    
                    59,374Telephone
                    
                    
                    3,219
                    
                    
                    
                    5,862
                    
                    
                    
                    9,081Transfer
      agent
                    
                    
                    2,553
                    
                    
                    
                    1,215
                    
                    
                    
                    23,167Travel
                    
                    
                    15,438
                    
                    
                    
                    20,044
                    
                    
                    
                    37,982Management
      services
                    
                    
                    135,000
                    
                    
                    
                    105,000
                    
                    
                    
                    248,100Write
      downs - oil and gas properties
                    
                    
                    5,232,000
                    
                    
                    
                    
                    
                    
                    
                    5,243,871Website
      - investor communications
                    
                    
                    118,506
                    
                    
                    
                    9,839
                    
                    
                    
                    128,345Total
      expenses
                    
                    
                    5,790,054
                    
                    
                    
                    279,350
                    
                    
                    
                    6,309,728Loss
      from operations
                    
                    
                    (5,790,054
                    )
                    
                    
                    (279,350
                    )
                    
                    
                    (6,309,728
                    )Other
      income (expense)Interest
      expense
                    
                    
                    (6,659
                    )
                    
                    
                    (6,638
                    )
                    
                    
                    (17,026
                    )Total
      other income (expense)
                    
                    
                    (6,659
                    )
                    
                    
                    (6,638
                    )
                    
                    
                    (17,026
                    )Income
      (loss) before provision for income taxes
                    
                    
                    (5,796,713
                    )
                    
                    
                    (285,988
                    )
                    
                    
                    (6,326,754
                    )Provision
      for income tax
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    -Net
      income (loss)
                    
                    $
                    (5,796,713
                    )
                    
                    $
                    (285,988
                    )
                    
                    $
                    (6,326,754
                    )Net
      income (loss) per share(Basic)
                    
                    $
                    (0.08
                    )
                    
                    $
                    (0.00
                    )(Fully
      diluted)
                    
                    $
                    (0.08
                    )
                    
                    $
                    (0.00
                    )Weighted
      average number ofcommon
      shares outstanding
                    
                    
                    75,960,189
                    
                    
                    
                    72,098,333Fully
      diluted weighted average numberof
      common shares outstanding
                    
                    
                    75,960,189
                    
                    
                    
                    72,098,333





The
accompanying notes are an integral part of these financial
statements.


F-4


VIPER
RESOURCES, INC.


(formerly
Cobra Oil and Gas Company)


(An
Exploration Stage Company)


STATEMENT
OF STOCKHOLDERS' EQUITY





DeficitAccum.Additional
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  During
      the
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  StockCommon
      Stock
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  Paid-in
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  Donated
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  Exploration
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  holders'Shares
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  Amount
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  Capital
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  Capital
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  Stage
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  EquityBalances
      at November 18, 2005
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  -
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  $
                                                                                                                                                                                                                  -
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  $
                                                                                                                                                                                                                  -
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  $
                                                                                                                                                                                                                  -
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  $
                                                                                                                                                                                                                  -
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  $
                                                                                                                                                                                                                  -November
      30, 2005. 5,000,000 sharesof
      common stock issued for cash of$5,000
      to a founder, for$0.00001
      per share
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  5,000,000
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  50
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  50Donated
      services and rent
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  3,000
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  3,000Gain
      (loss) for the period fromNovember
      18, 2005 (Inception)through
      May 31, 2006
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  (4,874
                                                                                                                                                                                                                  )
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  (4,874
                                                                                                                                                                                                                  )Balances
      at May 31, 2006
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  5,000,000
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  50
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  -
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  3,000
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  (4,874
                                                                                                                                                                                                                  )
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  (1,824
                                                                                                                                                                                                                  )April
      12, 2007, 1,004,000 sharesof
      common stock issued for cashat
      $0.10 per share
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  1,004,000
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  10
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  90,390
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  90,400Donated
      services and rent
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  6,000
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  6,000Gain
      (loss) for the year
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  (47,360
                                                                                                                                                                                                                  )
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  (47,360
                                                                                                                                                                                                                  )Balances
      at May 31, 2007
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  6,004,000
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  60
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  90,390
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  9,000
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  (52,234
                                                                                                                                                                                                                  )
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  47,216April
      16, 2008, 4,000,000 shareswere
      returned by M. Pozzoni
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  (4,000,000
                                                                                                                                                                                                                  )
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  (40
                                                                                                                                                                                                                  )
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  40
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  -for
      cancellationApril
      22, 2008, forward split of35:1
      declared by directors
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  68,136,000
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  681
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  (681
                                                                                                                                                                                                                  )
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  -May
      22, 2008, 1,000,000 unitsconsisting
      of 1 share and 1warrant
      exercisable at $0.40issued
      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
                                                                                                                                                                                                                  )
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  109,897June
      11, 2008, 1,000,000 unitsconsisting
      of 1 share and 1warrant
      exercisable at $0.40issued
      for cash at $0.25 per unit
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  1,000,000
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  10
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  249,990
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  250,000Reclassify
      donated capital
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  13,500
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  (13,500
                                                                                                                                                                                                                  )
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  -Loss
      for the year
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  (285,988
                                                                                                                                                                                                                  )
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  (285,988
                                                                                                                                                                                                                  )Balances
      at May 31, 2009
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  72,140,000
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  721
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  603,229
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  -
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  (530,041
                                                                                                                                                                                                                  )
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  73,909June
      23, 2009, 100,000 units consistingof
      1 share and 1 warrant exerciseableat
      $0.80 issued for cash at$0.50
      per unit
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  100,000
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  1
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  49,999
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  50,000July
      6, 2009 shares issued for services
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  25,000
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  12,500
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  12,500July
      21, 2009, 200,000 units consistingof
      1share and 1 warrant exerciseableat
      $0.80 issued for cash at$0.50
      per unit
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  200,000
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  2
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  99,998
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  100,000July
      25, 2009 issuance for downpayment
      to Enercor for Utah lease
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  4,147,227
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  42
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  3,999,958
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  4,000,000July
      30, 2009, 200,000 units consistingof
      1 share and 1 warrant exerciseableat
      $0.80 issued for cash at$0.50
      per unit
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  200,000
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  2
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  99,998
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  100,000August
      5, 2009 issuance for 37.5%working
      interest in Utah lease
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  300,000
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  3
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  335,997
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  336,000August
      12, 2009, issuance for 62.5%working
      interest in Utah lease
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  300,000
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  3
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  311,997
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  312,000August
      12, 2009, 319,419 units consistingof
      1 share and 1 warrant exerciseableat
      $1.18 issued for cash at $0.94per
      unit
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  319,149
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  3
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  299,997
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  300,000August
      31, 2009, settlement of debt withformer
      Company officer
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  153,508
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  2
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  125,261
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  125,263September
      22, 2009, 600,000 unitsconsisting
      of 1 share and 1 warrantexerciseable
      at $1.25 issued for cashat
      $1.00 per unit
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  600,000
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  6
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  599,994
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  600,000Jan
      6, 2010 - Shares issued for advisorservices
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  25,000
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  4,500
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  4,500February
      23, 2010, 606,060 unitsconsisting
      of 1 share and 1 warrantexerciseable
      at $0.20 issued for cashat
      $0.165 per unit
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  606,060
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  6
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  99,994
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  100,000Fractional
      shares
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  270
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  -Gain
      (loss) for the period
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  (5,796,713
                                                                                                                                                                                                                  )
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  (5,796,713
                                                                                                                                                                                                                  )Balances
      at May 31, 2010
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  79,116,214
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  $
                                                                                                                                                                                                                  791
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  $
                                                                                                                                                                                                                  6,643,422
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  $
                                                                                                                                                                                                                  -
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  $
                                                                                                                                                                                                                  (6,326,754
                                                                                                                                                                                                                  )
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  $
                                                                                                                                                                                                                  317,459




The
accompanying notes are an integral part of these financial
statements.


F-5





VIPER
RESOURCES, INC.


(formerly
Cobra Oil and Gas Company)


(An
Exploration Stage Company)


Statement
of Cash Flows





November
      18,2005
      (Inception)Year
      Ended
                                
                                
                                ThroughMay
      31,
                                
                                
                                May
      31,2010
                                
                                
                                2009
                                
                                
                                2010Cash
      Flows From Operating ActivitiesNet
      income (loss) during the exploration stage
                                
                                
                                (5,796,713
                                )
                                
                                
                                (285,988
                                )
                                
                                
                                (6,326,754
                                )Adjustments
      to reconcile net loss tonet
      cash provided by (used for)operating
      activities:Donated
      office space and services
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                13,500Non-cash
      expensesDepreciation
                                
                                
                                434
                                
                                
                                
                                
                                
                                
                                
                                434Compensatory
      stock issuances
                                
                                
                                17,000
                                
                                
                                
                                
                                
                                
                                
                                17,000Changes
      in operating assets and liabilitiesAccounts
      payable and accrued liabilities
                                
                                
                                1,660
                                
                                
                                
                                7,416
                                
                                
                                
                                11,857Other
      assets
                                
                                
                                (20,000
                                )
                                
                                
                                
                                
                                
                                
                                (20,000
                                )Exploration
      costs - lease write downs
                                
                                
                                5,232,000
                                
                                
                                
                                -
                                
                                
                                
                                5,243,871Net
      cash provided by (used for)operating
      activities
                                
                                
                                (565,619
                                )
                                
                                
                                (278,572
                                )
                                
                                
                                (1,060,092
                                )Cash
      Flows From Investing Activities:Fixed
      assets
                                
                                
                                (2,896
                                )
                                
                                
                                
                                
                                
                                
                                (2,896
                                )Oil
      and gas properties
                                
                                
                                (500,000
                                )
                                
                                
                                -
                                
                                
                                
                                (691,871
                                )Net
      cash flows from investing activities
                                
                                
                                (502,896
                                )
                                
                                
                                
                                
                                
                                
                                (694,767
                                )Cash
      Flows From Financing Activities:Sale
      of common stock
                                
                                
                                1,250,000
                                
                                
                                
                                250,000
                                
                                
                                
                                1,840,450Increase
      in due to related party
                                
                                
                                
                                
                                
                                
                                -
                                
                                
                                
                                116,966Net
      cash provided by (used for)financing
      activities
                                
                                
                                1,250,000
                                
                                
                                
                                250,000
                                
                                
                                
                                1,957,416Net
      Increase (Decrease) in Cash
                                
                                
                                181,485
                                
                                
                                
                                (28,572
                                )
                                
                                
                                202,557Cash
      at Beginning of Period
                                
                                
                                21,072
                                
                                
                                
                                89,379
                                
                                
                                
                                -Cash
      at End of Period
                                
                                $
                                202,557
                                
                                
                                $
                                60,807
                                
                                
                                $
                                202,557




Schedule of Non-Cash
Investing and Financing Activities
 In fiscal
year 2010 the Company paid cash of $500,000 and issued 4,747,227 common
shares
 valued at
$4,648,000 in exchange for oil and gas properties valued at
$5,148,000.
 The
Company issued 153,508 common shares for debt relief of
$125,263.




Supplemental DisclosureCash
      paid for interest
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Cash
      paid for income taxes
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -




The
accompanying notes are an integral part of these financial
statements.


F-6


VIPER
RESOURCES, INC.


(formerly
Cobra Oil and Gas Company)


(An
Exploration Stage Company)


NOTES TO
THE FINANCIAL STATEMENTS


May 31,
2010 and 2009




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




Viper
Resources, Inc., formerly Cobra Oil and 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 and has no significant
operations.




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 Accounting Standards Codified No. 740
(“ASC 740”). Under ASC 740 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.




Fiscal
year




The
Company employs a fiscal year ending May 31.




F-7




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 sheets, approximates fair
value.




Stock
based compensation




The
Company accounts for employee and non-employee stock awards under ASC 718,
whereby equity instruments issued to employees for services are recorded based
on the fair value of the instrument issued and those issued to non-employees are
recorded based on the fair value of the consideration received or the fair value
of the equity instrument, whichever is more reliably measurable.




NOTE
2. OIL AND GAS PROPERTIES




The
Company expensed $180,000 in Montana leases to exploration costs in fiscal year
2010. This was due to an option expiration that was not exercised.




F-8




During
the current year the Company entered into working interest purchase agreements
with Enercor, Inc. (A Nevada Corporation) with respect to three leases. The
first of these gives the Company a 35% working interest in the “Tar Sands”
components of the lease acreage, covering approximately 33,632 acres located in
Southern Uintah County, Utah, when and if exploration permission is granted by
the U S Bureau of Land Management. The transaction was originated in July of
2009 with a value of $4,500,000 consisting of $4,000,000 in stock and $500,000
cash. Due to lack of action on the part of the U S Bureau of Land Management,
and the current degree of uncertainty with regard to tar sand extraction
techniques as applied to the Company’s lease holdings, the lease was written
down to a value of $0 as of the end of the fiscal year.




The
second of these leases is a State of Utah BLM lease in which other parties
retain a 62.5% working interest. We have received a 37.5% working interest from
Enercor, Inc. in approximately 640 acres which has rights for oil and gas
drilling and in which we are seeking additional rights to the tar sands in the
area from the U S Bureau of Land Management. The lease was acquired in August of
2009 and valued at $336,000 and was bought through the issuance of Company
stock. At the fiscal year end the fair market value was determined to be
$36,000, with the Company taking a write down expense of $300,000.




The third
of these leases is a State of Utah BLM lease in which other parties retain a
37.5% working interest after our purchase of a 62.5% working interest from
Enercor. This lease has oil and gas drilling rights and we are seeking approval
for the tar sands also. This lease was acquired in July of 2009 through the
issuance of Company stock valued at $312,000. At the fiscal year end the fair
market value was determined to be $60,000, with the Company taking a write down
expense of $252,000.




The
acquisition of each of these leases was accomplished primarily through the
issuance of new shares of Company common stock.




NOTE
3. RELATED PARTY TRANSACTIONS




During
the year ended May 31, 2010, the Company negotiated a settlement with Mr. Doug
Berry, a former officer and stockholder, to exchange common stock of the Company
for monies that had been advanced to the Company by Mr. Berry. The terms of the
agreement are that the Company issue 153,508 shares of common stock in exchange
for release of debt amounting to $125,263 which includes $110,625 in principal
and $14,638 of accrued interest. The shares were valued at $0.816 per share
which represented a 20% discount to the closing price of our common stock on the
date of the Agreement.




The chief
executive officer of Enercor, Inc. , a company from which Viper Resources, Inc.
purchased various lease interests in fiscal year 2010 for $5,148,000, also sits
on the advisory board of Viper Resources, Inc. and is a shareholder in the
Company.




NOTE 4. OFFICE
LEASE




In May
2008 the Company entered into a one year office lease, automatically renewable
each year for one year until terminated by the landlord or tenant, at a rate of
$2,000 per month plus costs. Lease expenses recorded under this lease in 2010
and 2009 were approximately $24,000 each year. The minimum required payments
under the lease for fiscal year end 2011 are approximately $24,000.




F-9


NOTE
5. WARRANTS




At May
31, 2008 the Company had 1,000,000 common stock purchase warrants outstanding,
originally sold as part of a unit, allowing the holder to purchase one share of
common stock at an exercise price of $.40, anytime through May 15, 2011. In
fiscal year 2009 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 June 9, 2011. At May 31, 2009 none of the
warrants had been exercised, leaving a year end balance of 2,000,000 warrants.
The entire value of the units of $250,000 was assigned to the common stock as
the warrants are non-detachable.




In fiscal
year 2010 the Company sold 2,025,209 units to investors for cash at prices from
$.17 - $1.00 per unit, or $1,250,000 total. Each unit consists of one share of
common stock, and one warrant to purchase one share of common stock at exercise
prices ranging from of $.20 - $1.25 , anytime through expiration dates from June
2012 through February 2013. The entire value of the units was assigned to the
common stock as the warrants are non-detachable. At May 31, 2010 none of the
warrants had been exercised or had expired, leaving a year end balance of
4,025,209 warrants.




NOTE 6. INCOME
TAX




The
Company accounts for income taxes pursuant to ASC 740. Under ASC 740 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, 2010 and 2009 the Company had net operating loss carryforwards of
approximately $6,313,000 and $520,000 which begin to expire in 2026. The
deferred tax asset of approximately $2,210,000 and $180,000 in 2010 and 2009
created by the net operating losses have been offset by a 100% valuation
allowance. The change in the valuation allowance in 2010 and 2009 was $2,030,000
and $100,000.




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, 2010 relating to the Company’s oil and gas activities are as
follows:




Unproved properties, Utah,
net                                                                $96,000.




Capitalized
costs at May 31, 2009 relating to the Company’s oil and gas activities are as
follows:




Unproved properties, Montana,
net                                                        $180,000.




F-10