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, 2009


OR


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




For the
transition period from _______________ to _______________




Commission
file number:  000-52782




COBRA
      OIL & GAS COMPANY(Exact
      name of registrant as specified in its charter)Nevada
                        
                        26-2113613(State
      or other jurisdiction of
                          incorporation
      or organization)
                        
                        (IRS
      Employer Identification
                          No.)Uptown
      Center, 2100 North Loop South
                          Suite
      400
                          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 o   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 
o  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 o




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. o




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 o                                                   Accelerated
Filer o




Non-Accelerated
Filer o                                                     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 o   No x




As of
November 30, 2008, there were 72,140,000 shares of the registrant's common
stock, par value $0.00001, issued and outstanding.  Of these,
37,140,000 shares were held by non-affiliates of the registrant.  The
market value of securities held by non-affiliates was approximately $9,285,000
based on the average of the closing bid and ask price of $0.25 for the
registrant’s common stock on November 30, 2008.




As of May
31, 2009 there were 72,140,000 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
                                                                                                                                                          
                                                                                                                                                          7ITEM 1B.
                                                                                                                                                          UNRESOLVED STAFF COMMENTS
                                                                                                                                                          
                                                                                                                                                          7ITEM 2.
                                                                                                                                                          PROPERTIES
                                                                                                                                                          
                                                                                                                                                          7ITEM 3.
                                                                                                                                                          LEGAL PROCEEDINGS
                                                                                                                                                          
                                                                                                                                                          7ITEM 4.
                                                                                                                                                          SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS
                                                                                                                                                          
                                                                                                                                                          8PART II
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          8ITEM 5.
                                                                                                                                                          MARKET FOR REGISTRANT’S COMMON EQUITY,
      RELATEDSTOCKHOLDER MATTERS AND ISSUER PURCHASES OF
      EQUITYSECURITIES
                                                                                                                                                          
                                                                                                                                                          8ITEM 6.
                                                                                                                                                          SELECTED FINANCIAL DATA
                                                                                                                                                          
                                                                                                                                                          9ITEM 7.
                                                                                                                                                          MANAGEMENT’S DISCUSSION AND ANALYSIS OF
      FINANCIALCONDITION AND RESULTS OF
      OPERATIONS
                                                                                                                                                          
                                                                                                                                                          9ITEM 7A
                                                                                                                                                          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
      MARKETRISK
                                                                                                                                                          
                                                                                                                                                          13ITEM 8.
                                                                                                                                                          FINANCIAL STATEMENTS AND SUPPLEMENTARY
      DATA
                                                                                                                                                          
                                                                                                                                                          13ITEM 9.
                                                                                                                                                          CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
      ONACCOUNTING AND FINANCIAL
      DISCLOSURE
                                                                                                                                                          
                                                                                                                                                          13ITEM 9A.[T]
                                                                                                                                                          CONTROLS AND PROCEDURES
                                                                                                                                                          
                                                                                                                                                          13ITEM 9B.
                                                                                                                                                          OTHER INFORMATION
                                                                                                                                                          
                                                                                                                                                          14PART III
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          14ITEM 10.
                                                                                                                                                          DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE
      GOVERNANCE
                                                                                                                                                          
                                                                                                                                                          14ITEM 11.
                                                                                                                                                          EXECUTIVE COMPENSATION
                                                                                                                                                          
                                                                                                                                                          16ITEM 12.
                                                                                                                                                          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
      ANDMANAGEMENT AND RELATED STOCKHOLDER
      MATTERS
                                                                                                                                                          
                                                                                                                                                          17ITEM 13.
                                                                                                                                                          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
      ANDDIRECTOR INDEPENDENCE
                                                                                                                                                          
                                                                                                                                                          18ITEM 14.
                                                                                                                                                          PRINCIPAL ACCOUNTANT FEES AND
      SERVICES
                                                                                                                                                          
                                                                                                                                                          18PART IV
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          19ITEM 15.
                                                                                                                                                          EXHIBITS AND FINANCIAL STATEMENT
      SCHEDULES
                                                                                                                                                          
                                                                                                                                                          19


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,” “Cobra,” “we,” “us” or “our” are
to Cobra Oil & Gas Company and unless otherwise differentiated, its wholly
owned subsidiary, Flex Fuels Energy Limited


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. Prior to
exercising the purchase option, we have the right to drill a well at our expense
on the leases and earn a 50% working interest in the spacing unit if the well is
a producer and we make full payment for the 50% working interest. We have no
obligation however, to drill any well on the leases before we exercise our right
to purchase the 50% interest in the leases from Coastal. On June 10, 2008 we
entered into a formal agreement with Coastal with respect to the
foregoing.




On June
16, 2008 we entered into an Assignment of Farmout Agreement with West Canyon
Energy Corp. (aka PetroSouth Energy Corp.). Thereunder, we 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 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 will be assigned to
Enercor, subject to a reserved overriding royalty and subject to certain
third-party consent rights discussed below, and Enercor will, in turn, assign a
35% – 40% working interest in the tar sand deposit development rights granted by
the CHL’s to us.  The Tar Sand Rights Agreement requires the approval
of the other contracting party to the assignment to and by Enercor of the tar
sand deposit rights (the “Contract Approval”).  We expect the BLM to
issue the CHL’s upon the satisfactory completion of all regulatory requirements,
expect the Contract Approval to be granted and hope to be able to commence tar
sand extraction in approximately 12 months.  No assurance can be
given, however, as to when and if the Contract Approval and Combined Hydrocarbon
Leases will be granted and if granted, when we would be able to commence tar
sand extraction activities.


4




We are
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 was made
effective July 31, 2009 (the “Initial Closing Date”) by the issuance of
4,147,237 shares to Enercor.  The number of shares of our common stock
constituting the stock payment was determined by dividing $4,000,000 by the
average closing price for our common stock during the five trading days
immediately preceding the Initial Closing Date multiplied by 75%.  The
cash payments, each in the amount of $100,000 will be made at 30 day intervals
following the Initial Closing Date.  We have the option to limit our
aggregate cash payments to $500,000.  To the extent we do so, we will
acquire less than a 40% interest in the contract rights and receive an
assignment, if applicable, of less than a 40% working interest.




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 balance of the
lease rights are owned by Pioneer Natural Resources.  The lease is
adjacent to the leases which are the subject of our July 25, 2009 Purchase
Agreement with Enercor.  We are required to pay 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 balance of the
lease rights are owned by Questar Corporation.  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 are required to pay 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 may,
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 supply Baden with written notice
of our request that they purchase units (the “Unit Price”).  Each unit
will consist 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 must be in the amount of not less than
$100,000 of units and must be in multiples of $100,000.  We must use
the proceeds from all unit sales for exploration activities, working capital and
general corporate activities.  Baden may however, in its sole
discretion, refuse to act on any request by us due to its determination that
market conditions are unfavorable.




The Share
Issuance Agreement is in effect until July 6, 2010 and is subject to extension
for an additional six month term at the option of either party by providing the
other party with written notice thereof prior to July 6, 2010.  During
the term of the Share Issuance Agreement, as such may be extended, we may sell
up to $6,000,000 of units to Baden, which amount may be increased by Baden, in
its discretion, to $10,000,000.




During
the period ending July 5, 2010, we may not discuss, solicit, negotiate or engage
in any investment or corporate financing agreements without the prior written
consent of Baden, which consent will not be arbitrarily
withheld.  Further, Baden has 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 will be of no further force or effect, however, should
Baden refuse a unit purchase request from us by reason of unfavorable market
conditions.


5




The Share
Issuance Agreement further provides that until July 6, 2010 we may only engage
in equity financings and may not engage in debt financings.  The Share
Issuance Agreement is not assignable or transferrable by Baden without our prior
written consent, which consent may 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.




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 are to be issued on or about
January 6, 2010.


6




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




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




Research
and Development




During
the fiscal years ended May 31, 2009 and May 31, 2008 we made no expenditures on
research and development.




Employees




As of
August 20, 2009 our only employee is our sole executive officer.




Reverse
Stock Split




On April
22, 2008 our board of directors declared a 35:1 forward stock split in the form
of a stock dividend. The record date, payment date and market effective date for
the Forward Split was May 6, 2008, May 7, 2008 and May 8, 2008, respectively.
Immediately prior to the Forward Split there were 2,004,000 shares of our common
stock issued and outstanding. Immediately following the Forward Split there was
70,140,000 shares of our common stock issued and outstanding.




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.cobraoilgas.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 Look South, Suite 900, Houston, TX
77027 and cover an area of approximately 350 square feet. We utilize these
offices pursuant to a lease that commenced on May 13, 2008 and continues through
May 21, 2010 unless extended by mutual agreement of us and the
landlord.  Thereunder we pay base rent of $2,000 per
month.




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.


7


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




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




PART
II




ITEM
5.             MARKET
FOR 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, 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
August 18, 2009 there were approximately 46 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 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.


8




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 50,000 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.




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 Report on 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, 2009 we engaged in limited oil and gas activities.  We
had minimal operations and generated no revenues during the fiscal year ended
May 31, 2009. 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.


9




In its
report dated July 24, 2009, our auditors, Ronald R. Chadwick, PC expressed an
opinion that there is substantial doubt about our ability to continue as a going
concern. Our financial statements do not include any adjustments that may result
from the outcome of this uncertainty. We have generated no operating revenues
since our inception. We have an accumulated deficit of $530,041 as of May 31,
2009. Our continuation as a going concern is dependent upon future events,
including our ability to raise additional capital and to generate positive cash
flows.




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




Subsequent
to the period covered by this Annual Report, we entered into Purchase Agreements
with Enercor Inc. dated July 25, 2009, August 5, 2009 and August 12, 2009
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 $1.2 million
in the next 12 months on exploration and development activities such as seismic
data acquisition, additional lease acquisition, technical studies and
participating in joint venture development and exploration
drilling.




We will
require financing to meet working capital costs, including the cost of reviewing
and negotiating transactions and other ordinary general and administrative costs
such as regulatory compliance, investor relations, advisory services, officer’s
salaries, office and general expenses, professional fees, travel and
entertainment and rent and related expenses. We estimate that the level of
working capital needed for these general and administrative costs for the next
twelve months will be approximately $180,000. 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


10




•
            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.




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 $279,350 and $188,090 for the years ended May 31, 2009 and
2008, respectively.  The increase in operating expenses during the
year ended May 31, 2009 was primarily attributable to increased legal and salary
expenses.




Net Loss




We
incurred net losses for the years ended May 31, 2009 and 2008 of $285,988 and
$191,819, respectively.  The increase in net loss was directly
attributable to the increase in our operating expenses.




Liquidity
and Capital Resources




At May
31, 2009 we had a working capital deficit of $106,091 compared to a working
capital deficit of $70,103 at May 31, 2008.  Current liabilities
increased to $127,163 at May 31, 2009 from $119,747 at May 31,
2008.  Current assets decreased to $21,072 at May 31, 2009 from
$49,644 at May 31, 2008.




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.


11




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.




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.


12


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




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, 2009, 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.


13


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, 2009 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, 2009, 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.


14




The
following table sets forth certain information, as of May 31, 2009, 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
              
              32
              
              March
      21, 2008




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




Massimiliano
Pozzoni




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




Board
of Directors




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




Compliance
with Section 16(a) of the Exchange Act




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




To our
knowledge, based solely on a review of copies of such reports, no person
required to file such a report failed to file a required report with respect to
the fiscal year covered by this report.


15




Code
of Ethics




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




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, 2009, 2008 and 2007 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, 2009;
(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, 2009;
and (iii) all individuals that served as executive officers of ours at any time
during the fiscal year ended May 31, 2009 that received annual compensation
during the fiscal year ended May 31, 2009 in excess of $100,000.




Summary
Compensation Table




Name and
                    Principal
                    Position
                  
                  Year
                  
                  
                  Salary
                    ($)
                  
                  
                  Bonus
                    ($)
                  
                  
                  Stock
                    Awards
                    ($)
                  
                  
                  Option
                    Awards
                    ($)
                  
                  
                  Non-
                    Equity
                    Incentive
                    Plan
                    Compen-
                    sation ($)
                  
                  
                  Change
                    in
                    Pension
                    Value
                    and
                    Non-
                    qualified
                    Deferred
                    Compen-
                    sation
                    Earnings
                    ($)
                  
                  
                  All
                    Other
                    Compen-
                    sation ($)
                  
                  
                  Total ($)(a)
                  
                  (b)
                  
                  
                  (c)
                  
                  
                  (d)
                  
                  
                  (e)
                  
                  
                  (f)
                  
                  
                  (g)
                  
                  
                  (h)
                  
                  
                  (i)
                  
                  
                  (j)Massimiliano
      Pozzoni(1),
      Chief Executive and Financial Officer
                  
                  
                  2009
                    2008
                    2007
                  
                  
                  
                  105,000
                    0
                    0
                  
                  
                  
                  0
                    0
                    0
                  
                  
                  
                  0
                    0
                    0
                  
                  
                  
                  0
                    0
                    0
                  
                  
                  
                  0
                    0
                    0
                  
                  
                  
                  0
                    0
                    0
                  
                  
                  
                  0
                    0
                    0
                  
                  
                  
                  105,000
                    0
                    0




(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.


16




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.




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, 2009 by:




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




·
            each
      of our directors;




·
            each
      of our executive officers; and




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




The
percentages in the table have been calculated on the basis of treating as
outstanding for a particular person, all shares of our common stock outstanding
on such date and all shares of our common stock issuable to such holder in the
event of exercise of outstanding options, warrants, rights or conversion
privileges owned by such person at said date which are exercisable within 60
days of May 31, 2009.  Except as otherwise indicated, each person’s
address is c/o Cobra Oil & Gas Company, 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.




Name of Beneficial Owner
                            
                            Title of Class
                            
                            Amount and Nature
                              of Beneficial
                              Ownership(1)
                            
                            Percentage of
                              Class(2)Massimiliano
      Pozzoni
                            
                            Common
      Stock,
                              $0.00001
      par value
                            
                            35,000,000
      shares
                              owned
      directly
                            
                            
                            48.52
                            %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)
                            
                            
                            5.54
                            %All
      directors and executive officers as a group (1 person)
                            
                            Common
      Stock,
                              $0.00001
      par value
                            
                            35,000,000
      shares
                            
                            
                            48.52
                            %




17




(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 72,140,000 shares of common stock issued and outstanding on May 31,
      2009.




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




Changes
in Control




Not
Applicable.




Securities
Authorized for Issuance Under Equity Compensation Plans




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




ITEM
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.




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




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, 2009 and 2008 are set forth in the table
below:


18




Fiscal year
      ended
              
              
              Fiscal year
      endedFee
Category
              
              May 31,
2009
              
              
              May 31,
2008Audit fees
    (1)
              
              $
              9,800
              
              
              $
              9,500Audit-related fees
      (2)
              
              
              0
              
              
              
              0Tax fees
(3)
              
              
              0
              
              
              
              0All other fees
      (4)
              
              
              0
              
              
              
              0Total fees
              
              $
              9,800
              
              
              $
              9,500


(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.




(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, 2009 and 2008
                    F-3Statements
      of Operations for the years ended May 31, 2009 and 2008and
      for the period from November 18, 2005 (Inception) through May 31,
      2009
                    F-4Statements
      of Changes in Stockholders’ Equity (Deficit) for the period fromNovember
      18, 2005 (Inception) through May 31, 2009
                    F-5Statements
      of Cash Flows for the years ended May 31, 2009 and 2008and
      for the period from November 18, 2005 (Inception) through May 31,
      2009
                    F-6Notes
      to Financial Statements
                    F-7


19


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:




•
            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
                    
                    3.2
                    
                    Bylaws
      (1)4.1
                    
                    4.1
                    
                    Warrant
      dated August 12, 2009 for 319,419 shares issued to Baden Energy Group Ltd.
      (11)10.1
                    
                    10.1
                    
                    Assignment
      of Quit Claim of Oil and Gas Leases, dated May 15, 2006 (1)


20





Exhibit No.
                
                SEC Report
                  Reference No.
                
                Description10.2
                
                10.2
                
                Joint
      Venture Agreement with DNR Oil & Gas Inc., dated May 15, 2006 (1)10.3
                
                10.3
                
                Joint
      Venture Agreement with Colorado Oil & Gas, Inc., dated May 15, 2006
      (1)10.4
                
                10.1
                
                Well
      Service and Operating Agreement dated May 11, 2007 between Registrant and
      DNR Oil & Gas Company (2)10.5
                
                10.1
                
                Memorandum
      of Intent, dated May 22, 2008 between Registrant and Coastal Petroleum
      Company (3)10.6
                
                10.1
                
                Executive
      Employment Agreement effective June 5, 2008 between Registrant and
      Massimiliano Pozzoni (4)10.7
                
                10.1
                
                Assignment
      of Farmout Interest dated June 16, 2008 between Registrant and West Canyon
      Energy Corp. (5)10.8
                
                10.2
                
                Formal
      Agreement dated June 18, 2008 between Registrant and Coastal Petroleum
      Corp. (5)10.9
                
                10.1
                
                Share
      Issuance Agreement dated July 6, 2009 between Registrant and Baden Energy
      Group Ltd. (7)10.10
                
                10.1
                
                Purchase
      Agreement dated July 25, 2009 between Registrant and Enercor, Inc. (8)10.11
                
                10.1
                
                Purchase
      Agreement dated August 5, 2009 between Registrant and Enercor, Inc. (9)10.12
                
                10.1
                
                Purchase
      Agreement dated August 12, 2009 between Registrant and Enercor, Inc. (10)10.13
                
                *
                
                July
      6, 2009 Advisory Board Agreement with Warren Dillard14.1
                
                14.1
                
                Code
      of Ethics (6)31.1/31.2
                
                *
                
                Certification
      of Principal Executive Officer and Principal Financial pursuant to Section
      302 of the Sarbanes-Oxley Act of 200232.1/32.22
                
                *
                
                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.


21




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




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




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




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




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




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




(7)
            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.




(8)
            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.




(9)
            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.




(10)
            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.




(11)
            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.


22


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.





COBRA
      OIL & GAS COMPANYDated:  August
      20, 2009
                By:
                /s/ Massimiliano PozzoniMassimiliano
      Pozzoni, President andPrincipal
      Executive 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 20 day of August,
2009.




/s/
      Massimiliano Pozzoni
              
              August
      20, 2009Massimiliano
      Pozzoni, President,
                Principal
      Executive Officer, Principal
                Financial
      and Accounting Officer,
                and
      Director


23


FINANCIAL
STATEMENTS





INDEX
TO FINANCIAL STATEMENTS





PageReport
      of Independent Registered Public Accounting Firm
                F-2Balance
      Sheets as of May 31, 2009 and 2008 (audited)
                F-3Statements
      of Operations  for the Years Ended May 31, 2009 and 2008
      (audited)and
      for the period from November 18, 2005 (dated of inception) throughMay
      31, 2009 (audited)
                F-4Statements
      of Stockholders’ Equity for the period from November 18, 2005 (dated of
      inception) through May 31, 2009 (audited)
                F-5Statements
      of Cash Flows for the Years Ended May 31, 2009 and 2008 (audited)and
      the for the period from November 18, 2005 (dated of inception) throughMay
      31, 2009 (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


Cobra Oil
and Gas Company


Aurora,
Colorado





I have
audited the accompanying balance sheets of Cobra Oil and Gas Company, an
exploration stage company, as of May 31, 2009  and 2008  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, 2009 . These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.





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





In my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Cobra Oil and Gas Company as of May
31, 2009 and 2008 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, 2009 in conformity with accounting principles
generally accepted in the United States of America.





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




Aurora,
      Colorado
              /s/
      Ronald R. Chadwick, P.C.July
      24, 2009
              RONALD
      R. CHADWICK, P.C.


F-2





COBRA
OIL & GAS COMPANY


(An
Exploration Stage Company)


BALANCE
SHEET





May
      31,2009
                
                
                2008ASSETSCurrent
      assetsCash
                
                $
                21,072
                
                
                $
                49,644Total
      current assets
                
                
                21,072
                
                
                
                49,644Property
      and equipmentOil
      and gas properties, non producing, full cost method
                
                
                180,000
                
                
                
                180,000Total
      Assets
                
                $
                201,072
                
                
                $
                229,644LIABILITIES
      & STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      payable and accrued liabilities
                
                $
                3,560
                
                
                $
                2,781Due
      to related party
                
                
                123,603
                
                
                
                116,966Total
      current liabilities
                
                
                127,163
                
                
                
                119,747Stockholders'
      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 and
      71,140,000 issued and outstanding respectively
                
                
                721
                
                
                
                711Additional
      paid-in capital
                
                
                603,229
                
                
                
                353,239Deficit
      accumulated during the exploration stage
                
                
                (530,041
                )
                
                
                (244,053
                )Total
      Stockholders' Equity
                
                
                73,909
                
                
                
                109,897Total
      Liabilities and Stockholders' Equity
                
                $
                201,072
                
                
                $
                229,644





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


F-3


COBRA
OIL & GAS COMPANY
 (An
Exploration Stage Company)
 Statement
of Operations
 
 November
      18,2005
      (Inception)ThroughYear
      Ended May 31,
                      
                      
                      May
      31,2009
                      
                      
                      2008
                      
                      
                      2009Revenue
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -ExpensesAdvertising
                      
                      
                      
                      
                      
                      
                      1,495
                      
                      
                      
                      1,495Accounting
                      
                      
                      11,865
                      
                      
                      
                      9,860
                      
                      
                      
                      32,465Bank
      charges
                      
                      
                      1,186
                      
                      
                      
                      159
                      
                      
                      
                      4,245Delay
      rentals
                      
                      
                      2,944
                      
                      
                      
                      
                      
                      
                      
                      2,944Exploration
      costs
                      
                      
                      
                      
                      
                      
                      141,756
                      
                      
                      
                      141,756Legal
                      
                      
                      91,474
                      
                      
                      
                      16,448
                      
                      
                      
                      120,675Office
      expense
                      
                      
                      5,921
                      
                      
                      
                      1,738
                      
                      
                      
                      9,500Rent
                      
                      
                      24,000
                      
                      
                      
                      7,035
                      
                      
                      
                      34,635Telephone
                      
                      
                      5,862
                      
                      
                      
                      
                      
                      
                      
                      5,862Transfer
      agent
                      
                      
                      1,215
                      
                      
                      
                      4,399
                      
                      
                      
                      20,614Travel
                      
                      
                      20,044
                      
                      
                      
                      2,500
                      
                      
                      
                      22,544Management
      services
                      
                      
                      105,000
                      
                      
                      
                      2,700
                      
                      
                      
                      113,100Website
      - investor communications
                      
                      
                      9,839
                      
                      
                      
                      -
                      
                      
                      
                      9,839Total
      expenses
                      
                      
                      279,350
                      
                      
                      
                      188,090
                      
                      
                      
                      519,674Loss
      from operations
                      
                      
                      (279,350
                      )
                      
                      
                      (188,090
                      )
                      
                      
                      (519,674
                      )Other
      income (expense)Interest
                      
                      
                      (6,638
                      )
                      
                      
                      (3,729
                      )
                      
                      
                      (10,367
                      )Income
      (loss) before provision for income taxes
                      
                      
                      (285,988
                      )
                      
                      
                      (191,819
                      )
                      
                      
                      (530,041
                      )Provision
      for income tax
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      -Net
      income (loss)
                      
                      $
                      (285,988
                      )
                      
                      $
                      (191,819
                      )
                      
                      $
                      (530,041
                      )Net
      income (loss) per share(Basic)
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.00
                      )(Fully
      diluted)
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.00
                      )Weighted
      average number of common shares outstanding
                      
                      
                      72,098,333
                      
                      
                      
                      192,951,475Fully
      diluted weighted average number of common shares
    outstanding
                      
                      
                      72,098,333
                      
                      
                      
                      192,951,475


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


F-4





COBRA
OIL & GAS COMPANY
 (An
Exploration Stage Company)
 STATEMENT
OF STOCKHOLDERS' EQUITY
 
 DeficitAccum.Additional
                          
                          
                          
                          
                          
                          During
      the
                          
                          
                          StockCommon
      Stock
                          
                          
                          Paid-in
                          
                          
                          Donated
                          
                          
                          Exploration
                          
                          
                          holders'Shares
      (1)
                          
                          
                          Amount
                          
                          
                          Capital
                          
                          
                          Capital
                          
                          
                          Stage
                          
                          
                          EquityBalances
      at November 18, 2005
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -November
      30, 2005. 175,000,000 shares of common stock issued for cash of $50 to a
      founder, for $0.0000003 per share
                          
                          
                          175,000,000
                          
                          
                          
                          1,750
                          
                          
                          
                          (1,700
                          )
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          50Donated
      services and rent
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          3,000
                          
                          
                          
                          
                          
                          
                          
                          3,000Gain
      (loss) for the period from November 18, 2005 (Inception) through May 31,
      2006
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (4,874
                          )
                          
                          
                          (4,874
                          )Balances
      at May 31, 2006
                          
                          
                          175,000,000
                          
                          
                          $
                          1,750
                          
                          
                          $
                          (1,700
                          )
                          
                          $
                          3,000
                          
                          
                          $
                          (4,874
                          )
                          
                          $
                          (1,824
                          )April
      12, 2007, 35,140,000 shares of common stock issued for cash at $0.0026 per
      share
                          
                          
                          35,140,000
                          
                          
                          
                          351
                          
                          
                          
                          90,049
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          90,400Donated
      services and rent
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          6,000
                          
                          
                          
                          
                          
                          
                          
                          6,000Gain
      (loss) for the year
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (47,360
                          )
                          
                          
                          (47,360
                          )Balances
      at May 31, 2007
                          
                          
                          210,140,000
                          
                          
                          $
                          2,101
                          
                          
                          $
                          88,349
                          
                          
                          $
                          9,000
                          
                          
                          $
                          (52,234
                          )
                          
                          $
                          47,216April
      16, 2008, 140,000,000 shares were returned by M. Pozzoni for
      cancellation
                          
                          
                          (140,000,000
                          )
                          
                          
                          (1,400
                          )
                          
                          
                          1,400
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          -May
      22, 2008, 1,000,000 units consisting of 1 share and 1 warrant exercisable
      at $0.40 issued for cash at $0.25 per unit
                          
                          
                          1,000,000
                          
                          
                          
                          10
                          
                          
                          
                          249,990
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          250,000Donated
      services and rent
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          4,500
                          
                          
                          
                          
                          
                          
                          
                          4,500Gain
      (loss) for the year
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (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 units consisting of 1 share and 1 warrant exercisable
      at $0.40 issued for cash at $0.25 per unit
                          
                          
                          1,000,000
                          
                          
                          
                          10
                          
                          
                          
                          249,990
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          250,000Reclassify
      donated capital
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          13,500
                          
                          
                          
                          (13,500
                          )
                          
                          
                          
                          
                          
                          
                          -Gain
      (loss) for the year
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (285,988
                          )
                          
                          
                          (285,988
                          )Balances
      at May 31, 2009
                          
                          
                          72,140,000
                          
                          
                          $
                          721
                          
                          
                          $
                          603,229
                          
                          
                          $
                          -
                          
                          
                          $
                          (530,041
                          )
                          
                          $
                          73,909
 
 (1) As
retroactively restated for a 35 for 1 forward stock split in April
2008.


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


F-5




COBRA
OIL & GAS COMPANY
 (An
Exploration Stage Company)
 Statement
of Cash Flows
 (Unaudited)
 
 November
      18,2005
      (Inception)Year
      Ended
                                  
                                  
                                  ThroughMay
      31,
                                  
                                  
                                  May
      31,2009
                                  
                                  
                                  2008
                                  
                                  
                                  2009Cash
      Flows From Operating ActivitiesNet
      income (loss) during the exploration stage
                                  
                                  $
                                  (285,988
                                  )
                                  
                                  $
                                  (191,819
                                  )
                                  
                                  $
                                  (530,041
                                  )Adjustments
      to reconcile net loss to net cash provided by (used for) operating
      activities:Donated
      office space and services
                                  
                                  
                                  -
                                  
                                  
                                  
                                  4,500
                                  
                                  
                                  
                                  13,500Changes
      in operating assets and liabilitiesAccounts
      payable and accrued liabilities
                                  
                                  
                                  7,416
                                  
                                  
                                  
                                  (12,519
                                  )
                                  
                                  
                                  22,716Exploration
      costs - lease write offs
                                  
                                  
                                  -
                                  
                                  
                                  
                                  11,871
                                  
                                  
                                  
                                  (648
                                  )Net
      cash provided by (used for)operating
      activities
                                  
                                  
                                  (278,572
                                  )
                                  
                                  
                                  (187,967
                                  )
                                  
                                  
                                  (494,473
                                  )Cash
      Flows From Investing Activities:Oil
      and gas properties
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (180,000
                                  )
                                  
                                  
                                  (191,871
                                  )Cash
      Flows From Financing Activities:Sale
      of common stock
                                  
                                  
                                  250,000
                                  
                                  
                                  
                                  250,000
                                  
                                  
                                  
                                  590,450Deferred
      offering costs
                                  
                                  
                                  
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Increase
      in due to related party
                                  
                                  
                                  -
                                  
                                  
                                  
                                  78,232
                                  
                                  
                                  
                                  116,966Net
      cash provided by (used for)financing
      activities
                                  
                                  
                                  250,000
                                  
                                  
                                  
                                  328,232
                                  
                                  
                                  
                                  707,416Net
      Increase (Decrease) in Cash
                                  
                                  
                                  (28,572
                                  )
                                  
                                  
                                  (39,735
                                  )
                                  
                                  
                                  21,072Cash
      at Beginning of Period
                                  
                                  
                                  49,644
                                  
                                  
                                  
                                  89,379
                                  
                                  
                                  
                                  -Cash
      at End of Period
                                  
                                  $
                                  21,072
                                  
                                  
                                  $
                                  49,644
                                  
                                  
                                  $
                                  21,072Schedule
      of Non-Cash Investing and Financing ActivitiesNoneSupplemental
      DisclosureCash
      paid for interest
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -Cash
      paid for income taxes
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -




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


F-6


COBRA OIL
& GAS COMPANY


(An
Exploration Stage Company)


NOTES TO
THE FINANCIAL STATEMENTS


May 31,
2009





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





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





Exploration
Stage





The
Company is currently in the exploration stage. During the first six months of
the current year the Company entered into a farmout agreement with West Canyon
Energy Corp on a prospect in Kern County, California. This agreement was later
rescinded with no adverse financial consequences to the Company.





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.





Fiscal
year





The
Company employs a fiscal year ending May 31.





Net
Income (Loss) per share





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





Revenue
Recognition





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


F-7


COBRA OIL
& GAS COMPANY


(An
Exploration Stage Company)


NOTES TO
THE FINANCIAL STATEMENTS


May 31,
2009





Oil
and Gas Interests





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





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





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





Financial
Instruments





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





Recent
Accounting Pronouncements





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





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





NOTE
2.  OIL AND GAS PROPERTIES





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





During
the period ended May 31, 2008 the Company entered into a “memorandum of Intent”
with Coastal Petroleum Company which outlines the terms and conditions under
which Coastal is willing to enter into a formal agreement with the Company 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.


F-8


COBRA OIL
& GAS COMPANY


(An
Exploration Stage Company)


NOTES TO
THE FINANCIAL STATEMENTS


May 31,
2009





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





As of May
31, 2009 we have taken no further action on this agreement.





During
the quarter ended August 31, 2008 the Company acquired an “Assignment of Farmout
Interest” fro West Canyon Energy Corp also known as PetroSouth Energy Corp of a
25% interest of a farmout assignment from Transco Oil & Gas, Inc. The lease
is located in Kern County, California and is comprised of 2,390 acres. The
Company paid a total of $134,437 to acquire this lease. On November 28, 2008
this agreement was rescinded with the interest being returned to West Canyon
Energy Corp. West Canyon Energy Corp agreed to refund the total amount paid.
This payment was received on December 2, 2008.





NOTE
3.  RELATED PARTY TRANSACTIONS





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





On
January 21, 2008 an officer of the Company advanced $75,000 to the Company as a
loan payable, which when combined with previous loans resulted in an outstanding
loan principal balance
of          $110,
625.  The loan is unsecured, payable on demand and bears interest at
6.0% per annum.  As of May 31, 2009, the Company had incurred interest
payable under this loan of $12,978, with interest expense in 2009 of $6,638. As
of May 31, 2008, the total amount due to the officer in principal and interest
was $123,603.





On March
21, 2008 Mr. Massimiliano Pozzoni purchased 175,000,000 shares of common stock
of the Company from an officer of the Company for $500,000. Following the
purchase, Mr. Pozzoni owned 175,000,000 of the total of 210,140,000 shares
outstanding. This represented approximately 83.28% of the outstanding common
shares.





On April
16, 2008 Mr. Pozzoni returned 140,000,000 of the 175,000,000 shares in the
Company for cancellation.





NOTE
4. LEASE





In May
2008 the Company entered into a one year office lease at a rate of $2,000 per
month plus costs.  The lease automatically renews on an annual basis
for a one year term. Initial expenses recorded under this lease in 2008 were
$4,890 and 2009 rent expense was $24,000. The minimum required future payments
under the lease for fiscal year end 2010 are approximately $24,000.





NOTE
5. WARRANTS





In May
2008 the Company sold 1,000,000 units to an investor for cash at $.25 per unit,
or $250,000 total. Each unit consists of one share of common stock, and one
warrant to purchase one share of common stock at an exercise price of $.40,
anytime through May 22, 2011. At May 31, 2008 none of the warrants had been
exercised, leaving a year end balance of 1,000,000 warrants. The entire value of
the units of $250,000 was assigned to the common stock, and none to the warrants
as the exercise price of $.40 per share exceeded any bid for the Company’s stock
at the date of issuance.





In June
2008 the Company sold an additional 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. The entire value of the units of
$250,000 was assigned to the common stock, and none to the warrants as the
exercise price of $.40 per share exceeded any bid for the Company’s stock at the
date of issuance.


F-9


COBRA OIL
& GAS COMPANY


(An
Exploration Stage Company)


NOTES TO
THE FINANCIAL STATEMENTS


May 31,
2009





At May
31, 2009 none of the warrants had been exercised, leaving a year end balance of
2,000,000 warrants.





NOTE
6. INCOME TAX





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





At May
31, 2008 and 2009 the Company had net operating loss carryforwards of
approximately $230,000 and $520,000 which begin to expire in 2026. The deferred
tax asset of approximately $73,000 and $166,000 in 2008 and 2009 created by the
net operating losses have been offset by a 100% valuation allowance. The change
in the valuation allowance in 2008 and 2009 was $51,086 and
$92,800.





NOTE
7.  GOING CONCERN





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





NOTE
8. SUPPLEMENTAL OIL AND GAS INFORMATION





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





Unproved
      properties, Montana, net
                  
                  $
                  180,000.


F-10