UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
      10-K(Mark
      One)þANNUAL REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended April 30, 2009TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from _________ to
      _________





Commission
file number 000-49870





Big
Cat Energy Corporation


(Name of
small business issuer in its charter)


Nevada
                  61-1500382(State
      of Incorporation)
                  (I.R.S.
      Employer Identification No.)


121 W.
Merino St


PO Box
500


Upton, WY
82730


(307)
468-9369


Securities
Registered Pursuant to Section 12(g) of the Act:


Title
      of Each Class
                  Name
      of Each Exchange
                    on which RegisteredCommon
      Stock, $.0001 par value
                  None


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





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





Indicate
by check mark whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 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        [  ]  No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and no disclosure will 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-K or any
amendment to this Form 10-K.    [√ ] Yes[  ]
No

















Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.   See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large
accelerated filer
[  ]                    Accelerated
filer  [  ]




Non-accelerated
filer
[  ]                      Smaller
reporting company [√]


(do not
check if a smaller reporting company)





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


State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates:  by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity , as of
the last business day of the registrant’s most recently completed second fiscal
quarter, $26,430,065





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: 32,041,000 shares of common stock,
$.0001 par value as of July 29, 2009





DOCUMENTS
INCORPORATED BY REFERENCE





List
hereunder the following documents if incorporated by reference and 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 (“Securities Act”). The listed documents
should be clearly described for identification purposes (e.g., annual report to
security holders for fiscal year ended December 24,
1980).         None












































-2-





TABLE
OF CONTENTS





PagePART
      IItem
      1.   Description of  Business
                                                    4Item
      2.   Description of Properties
                                                    13Item
      3.   Legal Proceedings
                                                    13Item
      4.   Submission of Matters to a Vote of Security
      Holders
                                                    14PART
      IIItem
      5.   Market for Common Stock and Related Stockholder
      Matters
                                                    13Item
      7.   Managements’ Discussion and Analysis of Financial
      Condition,
                                                      Results of Operations and Plan of Operation
                                                    16Item
      8.   Financial Statements
                                                    22Item
      9.   Changes in and Disagreements with Accountants onAccounting
      and
                                                      Financial Disclosure
                                                    39Item
      9A(T). Controls and Procedures
                                                    39Item
      9B. Other Information
                                                    39PART
      IIIItem
      10.   Directors, Executive Officers and Corporate
      Governance
                                                    40Item
      11.   Executive Compensation
                                                    43Item
      12.  Security Ownership of Certain Beneficial
      Owners,
                                                      Management
      and Related Stockholder Matters
                                                    49Item
      13.   Certain Relationships and Related Transactions and
      Director Independence
                                                    50Item
      14.   Principal Accounting Fees and
Services
                                                    51PART
      IVItem
      15.   Exhibits
                                                    52Signatures
                                                    53





























-3-











PART
I





ITEM
1.                  BUSINESS.




Business





We are a Nevada corporation and own the
exclusive rights to a technology known as the Aquifer Recharge Injection Device
(ARID) which allows Coal Bed Methane (CBM) operators to re-inject water produced
from productive coal seams. We have applied for the applicable patents for
technology. The ARID tool uses the existing well bore to move water from the
producing coal seam to a depleted aquifer of similar water quality. With the
ARID tool and process in use, the production well will not require the discharge
of any produced water, or the use of a separate re-injection well for any of the
produced water. The produced water never leaves the well bore as it is
redirected into different aquifer zones. These aquifers are identified from the
geophysical logs for the well bore.





Principal
Products and Business





The ARID is a method of water handling
that permits an oil or gas well to also be an injection well by re-injecting
water into a previously depleted aquifer of similar water quality. With the ARID
tool and process in use, the production well will not require the discharge of
any produced water, or the use of a separate re-injection well for any of the
produced water. The produced water never leaves the well bore as it is
redirected into different aquifers zones. These aquifers are easily identified
from the geophysical logs. If our technology is adopted, we believe the use of
the ARID in the coal bed methane industry will change water handling, and
environmental impacts.   We have currently leased eleven (11)
ARID tools which are installed or will be installed at various
locations.








Regulatory
Issues and Challenges





In order to produce the coal bed
methane, historically, water must be pumped from the well bore to the surface
and then discharged. In order to discharge the water from a well to the land
surface a National Pollution Discharge Elimination System permit (“NPDES”) is
required from the State Department of Environmental Quality (“DEQ”). The permit
process takes approximately 120 to 200 days for approval. If a company needs to
impound the produced water as a condition of the NPDES permit, other permits may
be needed as well, which will extend the time period of the permitting process.
Currently, we estimate the total permitting time required to produce a coal bed
methane well is approximately 1.5 years.





The reason for the NPDES permit is to
monitor pollutants entering into the receiving drainage system (watershed). Each
drainage system has a regulated total mean daily load (“TMDL”) and/or other
maximum constituent levels assigned to it. DEQ must monitor the discharged water
entering the drainage system to prevent exceeding the regulated
levels.





There have been many methods other than
surface discharge used to deal with water issues faced by the coal bed methane
industry, from impoundment to irrigation, atomization, and treatment. In the
right situation each method is economically justifiable, yet each method has its
limitations.





Impoundment: Containment
of produced water in water storage facilities, reservoirs, and ponds has been
the preferred option for water management for several years. The shear size and
number of these structures requires a large capital outlay. The success of this
strategy relies on evaporation and infiltration. Infiltration becomes limited as
the clays in the soil swell and as the reservoir or pond fills. Once the
impoundment is full, wells need to be shut off or water rerouted until enough
water has evaporated to allow additional reservoir capacity. Required permits
and approvals include NPDES and related permits, groundwater investigations and
installation of approved groundwater monitoring wells and programs and future
reclamation to return the land to its original state. In some cases approval
from the Army Corps of Engineers may also be required.





Irrigation: Irrigation
involves the purchasing of irrigation equipment, i.e., side-roll, water cannon,
center pivot or hand sets, and a soil study to determine effective treatment
methods. This is an expensive water disposal option with a large capital outlay,
but it works well on sandy soils. However, the majority of some areas such as
the Powder River Basin in Wyoming or Montana are overlain mostly by clay
soils.





Atomization:Atomization
utilizes a tall pipe topped by fine-particle spray nozzle for water dispersal.
High evaporation rates are the goal of this method, but this means a higher
concentration of salts will reach the ground, requiring more soil treatment.
Currently, no NPDES permit is required for this method.





Treatment:Treatment and
discharge of produced water is used primarily in areas close to a major
drainage, like the Powder River in Wyoming and certain areas in Montana.
Currently the treatment and discharge in the Powder River Basin in Wyoming and
Montana is generally as follows: (1) Winter discharges require an NPDES permit;
(2) The DEQ currently will issue a direct discharge permit for only winter time
discharge (8 months) and prohibit discharge during the irrigation season; (3)
Water is treated to meet the approved standard; (4) If the water treatment
facility is located away from the river, and the potential exists for the
treated water to pick up salts while in transit, a pipeline must be laid to the
river for direct discharge. The water treatment and discharge method is perhaps
the most costly of all coal bed methane water disposal methods yet there are
companies that determine that use of this method is the best way to produce
their wells.







-4-


ARID-Our
Process





Our ARID process uses the existing well
bore to move water from the target coal seam to a depleted aquifer. This means
the production well can also be the injection well. The produced water never
leaves the well bore as it is redirected through perforations into different
aquifer zones. These aquifers are identified from the geophysical logs the
company runs to confirm the coal zones when the well is first
drilled.





The hardware portion of the ARID
process is a tool which is set above the pumping fluid level of the well and
below the receiving aquifer. A water tight well head is placed at the top of the
well to trap the water between the tool and the top of the well. Perforations
are made into the casing adjacent to the receiving aquifer. A pump and water
riser pipe are attached to the bottom of the tool. When the pump is operating,
the water is pushed through the tool and takes the path of least resistance into
the receiving aquifer through the perforations.





The flow of gas through the ARID is
quite simple. As the hydraulic head decreases, gas desorbs from the coal seam
into a void between the bottom of the ARID and the top of the pumping fluid
level. A gas bypass port on the ARID Tool allows the attachment of tubing to the
top of the ARID. This port is open through the ARID to the gas which is trapped
between the tool and the pumping fluid level. The pipe, full of gas, ascends up
through the column of water and out through the water tight well
head.





The ARID tool may be placed in an
existing well or installed as a well is being drilled and completed by an
operator.





Sale
of Our Equipment




The price of
the ARID will include the Underground Injection Control permit, which we will
acquire for each customer. The customer is expected to be responsible for the
installation and removal of the ARID tool. We will provide a staff member to be
on-site for the installation and/or removal of the ARID tool upon the request of
the customer. We believe each ARID tool should generate gross revenue of
approximately $25,000-$37,500 depending on the model and quantities
purchased.




Manufacturing




We have in
place the ability to produce and deliver the ARID through an established
manufacturer. Raw materials for the ARID are readily available from numerous
sources. We will submit a purchase order for an ARID with the manufacturer which
has assured us that they can meet the potential manufacturing demand for the
ARID. We have manufactured and produced fifty (50) ARID tools to
date.




Marketing/Distribution




We identify
customers through state records, industry journals, website identification and
trade shows. We continue to contact operators in the Powder River Basin and in
other parts of the U.S. and Canada. We present to operators a cost analysis of
the ARID tool compared to other water handling methods. We are also focusing our
marketing on operators who have stranded non-producing wells because of the lack
of available water disposal methods and permits. As operating revenues from the
ARID tool increase, we will either add additional staff or subcontract with
other companies for our marketing and sales.We entered into a
marketing contract with Universal Well Site Solutions, a CBM industry product
marketer based in Oklahoma City, Oklahoma on July 1,
2009.    Under the agreement, Universal has been appointed
exclusive marketing agent for the ARID tool in the selected areas of the United
States.








-5-





Patents
and Trademarks





Currently we own the following pending
patent applications:





Fluid redistribution and fluid disposal
in well bore environments


US Patent Application No.
11/399,793


Filing Date: April 5, 2006





Well Bore Fluid Redistribution and
Fluid Disposal


International Patent Application
(PCT/US) No. 2006/012789


Filing Date: April 5, 2006





We have not registered any trademarks
with the United States Patent and Trademark office. We are currently in the
process of applying for a trademark for the mark “ARID”.





Competition





We face competition for water handling
through numerous sources depending on the method. Operators of wells can
continue to create impoundments and enter into irrigation contracts. Operators
can also use their own separate re-injection wells, or third party re-injection
wells. With respect to ARID, we are not aware of any competitors within the
industry that manufacture a similar product.





Governmental
Regulation





There are no governmental regulations
which affect the manufacture, development, lease, or sale of the ARID. However,
as described above, the permitting process will affect the timing and the
installation of the ARID tool.  See “Regulatory Issues and
Challenges.”





Research
and Development





We are developing another production
tool for coal bed methane operations. This new product is a multi-completion
tool and process, which upon successful development will allow operators of coal
bed methane wells to produce multiple seams of coal from a single well bore.
This multi-completion tool can be used in conjunction with the ARID. We are also
adapting the ARID Tool for use in the coal mining industry. We have developed a
5 1/2” tool for use in New Mexico and Colorado. Our R&D costs were
approximately $12,000 for the year ended April 30, 2009 compared to no R&D
costs in the year ended April 30, 2008.






-6-





Insurance





Currently, we have in place workers
compensation coverage on our directors, officers and employees; general
liability insurance; liability insurance for our directors and officers; and
offensive patent insurance for the patents pending on the ARID tool and
process.




Employees;
Identification of Certain Significant Employees





We are a development stage company and
have five full time employees.  We intend to hire additional employees
on an as needed basis.





Offices





Our principal executive office is
located at 121 W. Merino St, PO Box 500, Upton, Wyoming 82730. Our telephone
number is (307) 468-9369. The lease on this premise is on annual basis at the
rate of $500 per month.





We also maintain an office in Parker,
Colorado located a 12164 Elton Way. Our telephone number at that location is
(303) 358-3840.





We believe that our current office and
space and facilities are sufficient to meet our present needs, and we do not
anticipate any difficulty securing alternative or additional space, as needed,
on terms acceptable to us.





Spin
Off of Subsidiary Corporation





On May 1, 2007 we formed a Nevada
subsidiary corporation, Sterling Oil & Gas Company,
“Sterling”.    We then transferred all of our oil and gas
leasehold interests to Sterling in return for 10,000,000 shares of Sterling. On
April 2, 2008 we spun off Sterling by distributing our 10,000,000 shares of
Sterling Oil & Gas Company to our shareholders of record as of March 3,
2008.





CAUTIONARY
STATEMENT ABOUT FORWARD-LOOKING STATEMENTS





Some of the information in this report
contains forward-looking statements. “Forward-looking” statements express, or
are based on, our expectations about future events and give our current
expectations or forecasts of future events. Forward-looking statements generally
can be identified by the use of forward looking terminology such as “may”,
“will”, “expect”, “intend”, “project”, “estimate”, anticipate”, “believe”, or
“continue” or the negative thereof or similar terminology. They include
statements regarding our:





financial position;


business strategy;


budgets;


amount, nature and timing of capital
expenditures;


operating costs and other
expenses;


cash flow and anticipated
liquidity;


future operating results;


customers’ drilling of
wells;


customers’ acquisition and development
of oil and gas properties;


customers’ timing and amount of future
production of natural gas and oil;


competition and regulation;
and


plans, objectives and
expectations.







-7-


Although
we believe the expectations and forecasts reflected in these and other
forward-looking statements are reasonable, we can give no assurance they will
prove to have been correct. They can be affected by inaccurate assumptions or by
known or unknown risks and uncertainties. Factors that could cause actual
results to differ materially from expected results are described under “Risk
Factors” and include:





delays in obtaining
permits;


uncertainties in the availability of
distribution facilities for natural gas;


general economic
conditions;


natural gas price
volatility;


the fluctuation in the demand for
natural gas;


uncertainties in the projection of our
customers’ future rates of production and timing


of development
expenditures;


operating hazards attendant to the
natural gas business;


climatic conditions;


the risks associated with
exploration;


our ability to generate sufficient cash
flow to operate;


availability of capital;


the strength and financial resources of
our competitors;


down-hole drilling and completion risks
that are generally not recoverable


from third parties or
insurance;


environmental risks;


regulatory developments;


potential mechanical failure or under
performance;


availability and cost of services,
material and equipment;


our ability to find and retain skilled
personnel;


the lack of liquidity of our common
stock; and


our ability to eliminate any material
weakness in our internal controls over


financial reporting.





Any of
the factors listed above and other factors contained in this report could cause
our actual results to differ materially from the results implied by these or any
other forward-looking statements made by us or on our behalf. We cannot assure
you that our future results will meet our expectations.





When you
consider these forward-looking statements, you should keep in mind these risk
factors and the other cautionary statements in this annual report. Our
forward-looking statements speak only as of the date made.







-8-


RISK FACTORS.





Due to
the nature of our business and the present development stage of our operations,
the following risk factors apply to our operations:




We
have incurred losses since our inception and may continue to incur losses in the
future. Furthermore our auditors have included a qualification in their report
which indicates substantial doubt on our ability to continue as a going
concern.





To date our operations have not
generated sufficient operating cash flows to provide working capital for our
ongoing overhead, the funding of our marketing and sales activities surrounding
the ARID tool and our continued research and development. Without adequate
financing, we may not be able to successfully bring the ARID tool to market and
we may not achieve profitability from operations in the near future or at
all.





We have changed our business focus to
technologies and equipment related to fluid redistribution for the oil and gas
industry, however, we have just started our proposed business operations.
Further, we have generated only limited revenue in our new business
line.





Based upon current plans, we expect to
incur operating losses in future periods because we will be incurring expenses
and not generating revenues. We cannot guarantee that we will be successful in
generating revenues in the future.




We
are a development stage enterprise as we have minimal revenues from our planned
operations. We lack an operating history and have losses that we expect to
continue into the future. There is no assurance our future operations will
result in profitable revenues. If we cannot generate sufficient revenues to
operate profitably, we will cease operations and you will lose your
investment.





We were incorporated on June 19, 1997
and while we operated as a mineral exploration corporation, we did not generate
revenues. Therefore, we have no operating history upon which an evaluation of
our future success or failure can be made. Our net loss since inception is
$9,959,420, which includes $5,743,625 of non cash stock compensation expense.
Our ability to achieve and maintain profitability and positive cash flow is
dependent upon:





*
                    our
      ability to attract customers who will use our services, and lease or
      purchase our equipment;*
                    our
      ability to generate revenues through the sales of our services, and
      leasing or selling of our equipment;*
                    our
      customers’ ability to locate oil and gas;*
                    our
      customers’ ability to generate revenue from the sale of oil and
      gas;*
                    our
      customers’ ability to reduce exploration
costs;





-9-





If we do not
attract customers, we will not make a profit which ultimately will result in a
cessation of operations or the necessity to raise additional capital which may
dilute current shareholders.





We have one customer. We have
identified potential customers but we cannot guarantee we will ever have a
significant number of customers. Even if we obtain customers, there is no
guarantee that we will generate a profit. If we cannot generate a profit, we
will have to raise additional capital, which may dilute current shareholders, or
suspend or cease operations.





Because our
officers and directors do not have prior experience in the marketing of products
or services, we may have to hire individuals or suspend or cease
operations.





Because our officers and directors do
not have prior experience in the marketing of products or services, we may have
to hire additional experienced personnel to assist us with our operations. If we
need additional experienced personnel and we do not hire them, we could fail in
our plan of operations and have to suspend operations or cease
operations.





Because
our officers and directors have limited experience with respect to our
organizational structure, there may not be effective disclosure and accounting
controls to comply with applicable laws and regulations which could result in
fines, penalties and assessments against us.





Our officers and directors have limited
previous experience with public companies. They are, however, now responsible
for our organizational structure which will include monitoring of the accounting
controls under the Sarbanes Oxley Act of 2002. Our officers are responsible for
the administration of the controls.





We may incur significant costs in
implementing and responding to these requirements. In particular, the rules
governing the standards that must be met for management to assess internal
controls over financial reporting under Section 404 that are complex, and may
require significant documentation, testing and possible
remediation.





We
may have difficulty managing growth in our business.





Because of our small size, growth in
accordance with our business plan, if achieved, will place a significant strain
on our financial, technical, operational and management resources. As we expand
our activities there will be additional demands on our financial, technical and
management resources. The failure to continue to upgrade our technical,
administrative, operating and financial control systems or the occurrence of
unexpected expansion difficulties, including the recruitment and retention of
experienced managers, geoscientists and engineers, could have a material adverse
effect on our ability to timely execute our business plan.





Our
success depends on our key management personnel, the loss of any of whom could
disrupt our business.





The success of our operations and
activities is dependent to a significant extent on the efforts and abilities of
our management. The loss of services of our key managers could have a material
adverse effect on our business. We have not obtained “key man” insurance for any
of our management.








-10-


We
may not be able to find adequate financing to continue our
operations.





We have relied primarily on the sale of
equity capital to fund working capital and the development of the ARID tool and
process. Failure to generate operating cash flows or to obtain additional
financing could result in substantial delay in providing ARID tools to potential
customers.





We will require significant additional
capital to fund our future activities and to service any future indebtedness. In
particular, we face uncertainties relating to our ability to generate sufficient
cash flows from operations to fund the level of capital expenditures required
for development of additional tools and meeting operational cash needs during
the development phase.





The
volatility of natural gas and oil markets could have a material adverse effect
on our business.





The markets for natural gas and oil are
very volatile and even relatively modest drops in prices can affect our
financial results and impede our growth. Prices for natural gas and oil may
fluctuate widely in response to a variety of factors that are beyond our
control, such as:





changes in global supply and demand for
natural gas and oil;


commodity processing, gathering and
transportation availability;


domestic and global political and
economic conditions;


the
ability of members of the Organization of Petroleum Exporting Countries to
agree


to and maintain oil price and
production controls;


weather conditions, including
hurricanes;


technological advances affecting energy
consumption;


domestic and foreign governmental
regulations; and


the price and availability of
alternative fuels.








Lower
natural gas and oil prices may have an adverse impact on our operations because
the economics of producing coal bed methane may cause our customers to exit the
industry.





We
have not insured and cannot fully insure against all risks related to
operations, which could result in substantial claims for which we are
underinsured or uninsured.





We have not and cannot fully insure
against all risks and have not attempted to insure fully against risks where
coverage is prohibitively expensive.Losses and liabilities arising from
uninsured and underinsured events, which could arise from even one catastrophic
accident, could materially and adversely affect our business.






-11-




Risks
Associated With Our Securities:





Because
the SEC imposes additional sales practice requirements on brokers who deal in
our shares that are penny stocks, some brokers may be unwilling to trade them.
This means that you may have difficulty reselling your shares and this may cause
the price of the shares to decline.





Our shares are presently classified as
penny stocks and are covered by Section 15(g) of the Securities Exchange Act of
1934 and the rules promulgated thereunder which impose additional sales practice
requirements on brokers/dealers who sell our securities in the aftermarket. For
sales of our securities, the broker/dealer must make a special suitability
determination and receive from you a written agreement prior to making a sale
for you. Because of the imposition of the foregoing additional sales practices,
it is possible that brokers will not want to make a market in our shares. This
could prevent you from reselling your shares and may cause the price of the
shares to decline.





FINRA
sales practice requirements may limit a stockholders ability to buy and sell our
stock.





FINRA has adopted rules that require
that in recommending an investment to a customer, a broker-dealer must have
reasonable grounds for believing that the investment is suitable for that
customer. Prior to recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customer's financial status, tax status, investment
objectives and other information. Under interpretations of these rules, FINRA
believes that there is a high probability that speculative low priced securities
will not be suitable for at least some customers. FINRA requirements make it
more difficult for broker-dealers to recommend that their customers buy our
common stock, which may have the effect of reducing the level of trading
activity and liquidity of our common stock. Further, many brokers charge higher
transactional fees for penny stock transactions.  As a result, fewer
broker-dealers may be willing to make a market in our common stock, reducing a
stockholder's ability to resell shares of our common stock.





Because there is a limited public
trading market for our common stock, you may not be able to resell your
stock.





There is currently a limited public
trading market for our common stock on the OTC Bulletin Board operated by FINRA
under the symbol BCTE. Therefore you may have difficulty reselling your
shares.





We
have not paid cash dividends on our common stock and do not anticipate paying
any dividends on our common stock in the foreseeable future.





We have not previously paid dividends
on our common stock and we do not anticipate doing so in the foreseeable future.
Payment of future cash dividends, if any, will be at the discretion of our board
of directors and will depend on our financial condition, results of operations,
contractual restrictions, capital requirements, business prospects and other
factors that our board of directors considers relevant. Accordingly, investors
may only see a return on their investment if the value of our securities
appreciates.







-12-


ITEM 2. DESCRIPTION OF
PROPERTIES.





Our principal executive office is
located at 121 W. Merino St, PO Box 500, Upton, Wyoming 82730. Our telephone
number is (307) 468-9369. The lease on this premise is on annual basis at the
rate of $500 per month. We believe that the space at this location will meet our
needs for the foreseeable future.





We also maintain an office in Parker,
Colorado, located at 12164 Elton Way. Our telephone number at that location is
(303) 358-3840. We believe that the space at this location will meet our needs
for the foreseeable future.





ITEM 3.
            LEGAL
      PROCEEDINGS





The Company is not presently a party to
any legal proceedings.





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





During the fourth quarter of our fiscal
year ended April 30, 2009, there were no matters submitted to a vote of the
Company's stockholders.





PART II





ITEM
      5.
            MARKET
      FOR COMMON STOCK AND RELATED STOCKHOLDER
  MATTERS.





Our shares are traded on the OTC
Bulletin Board operated by FINRA under the symbol BCTE. Our common stock began
trading on the OTC Bulletin Board on May 6, 2004.





The following table shows the high and
low bid price for our common shares for the quarters indicated:




HIGH
      ($)
                LOW
      ($)200902/01/08
      – 04 30/09
                $0.30
                $0.1011/01/08
      – 01/31/09
                $0.36
                $0.06200808/01/08
      – 10/31/08
                $0.72
                $.01305/01/08
      -  07/31/08
                $0.84
                $0.5702/01/08
      – 04/30/08
                $1.18
                $0.4311/01/07
      – 01/31/08
                $1.85
                $0.83200708/01/07
      – 10/31/07
                $1.83
                $0.7505/01/07
      – 07/31/07
                $3.08
                $1.1502/01/07
      – 04/30/07
                $4.40
                $2.3311/01/06
      – 01/31/07
                $3.02
                $1.01


The quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not represent
actual transactions.







-13-


Holders





As of July 29, 2009 we have 32,041,000
shares issued and outstanding. We estimate that we have approximately one
hundred forty four (144) shareholders, excluding beneficial owners whose shares
are held in street name.





Dividend
Policy





We have never paid cash dividends on
our capital stock. We currently intend to retain any profits we earn to finance
the growth and development of our business. We do not anticipate paying any cash
dividends in the foreseeable future.





Equity
Compensation Plan Information





The following table provides a summary
of the number of options granted under our compensation plans, including any
individual compensation arrangements, the weighted average exercise price and
the number of options remaining available for issuance as of April 30,
2009





Number
      of securities
              to
      be issued upon
              exercise
      of
              outstanding
      options
            Weighted-Average
              exercise
      price of
              outstanding
      options, warrants and rights
            Number
      of securities
              remaining
      available
              for
      future issuance
              under
      equity
              compensation
      plans (excluding securities
      reflected in column (a))(a)
            (b)
            (c)Equity
      compensation plans approved by security holders
            N/A
            N/A
            N/AEquity
      compensation plans not approved by security holders [1]
            4,825,000
            $0.41
            175,000





[1]           Referring
to our 2007 Nonqualified Stock Option Plan. Please see the “2007 Nonqualified
Stock Option Plan” section below.







-14-


2007
Nonqualified Stock Option Plan





On March 15, 2007, our board of
directors adopted the 2007 Nonqualified Stock Option Plan (the “2007 Plan”) for
our directors, officers, employees, and outside consultants and advisors. Under
the plan, directors, officers, employees, and outside consultants and advisors
may receive awards of nonqualified stock options. The purpose of the plan is to
provide directors, officers, employees, and outside consultants and advisors
with an incentive to make positive contributions to our company, and to attract
and retain individuals of exceptional talent. The aggregate number of shares of
common stock that may be granted by our company under the 2007 Plan will not
exceed a maximum of 5,000,000 shares of common stock during the period of the
plan. The 2007 Plan terminates upon the earlier of March 15, 2017, or the
issuance of all shares of common stock authorized for the plan. Our board of
directors will determine the option prices per share when the stock option is
granted to an individual.





During the year ended April 30, 2007,
we granted our officers and directors options to acquire an aggregate of up to
1,550,000 shares of common stock. Each option entitles the holder to acquire one
share of common stock at an exercise price of $0.50 per share, which was below
fair market value. The options are exercisable beginning two years after the
date of the grant, and expire five years from the date of the
grant.





During the year ended April 30, 2008,
we granted options to acquire up to 1,860,000 shares of common stock to our
officers, directors and employees. 305,000 options were granted at below fair
market value at $0.50 (255,000 shares) and $0.75 (50,000 shares), while the
remaining 1,555,000 options were granted at market price on the date of the
grant. These options expire five years from the date of the grant. During the
year ended April 30, 2008, options to purchase 250,000 shares were
forfeited.




During the
year ended April 30, 2009, the Board of Directors granted options to purchase
1,665,000 shares to directors, officers and key employees and consultants of the
Company, effective December 31, 2008. The exercise price of the options was
$0.12, the closing price of Company shares on December 31, 2008. The options
granted on December 31, 2008 become exercisable on December 31, 2009 and expire
on December 31, 2014.




Recent
Sales of Unregistered Securities





In May, 2008 the Company completed the
private placement of 1,000,000 units at $.50 per unit, each unit consisting of
one restricted share of its common stock and one warrant to purchase one share
of restricted common stock exercisable at $.75 per share. The offering began
during the fourth quarter of the fiscal year ended April 30, 2008 and was
completed during the first quarter of the  fiscal year ended April 30,
2009. The offering was made in reliance on section 4(2) of the Securities Act of
1933, Regulation S and/or Regulation D thereunder.  In accordance with
EITF 00-19, “Accounting for Derivative Financial Instruments Indexed To, and
Potentially Settled In a Company’s Own Stock,” (EITF 00-19) and the terms of the
warrants and the transaction documents, the warrants were determined to
represent an equity transaction and therefore the fair value of the warrants are
contained within the equity section and not separately recorded apart from the
common shares issued as part of the private placement.  As a result of
sales during the first quarter, the Company received proceeds of $500,000 from
the private placement. Following the above sale, the Company’s outstanding
common stock increased to 32,041,000 shares.






-15-





Section
15(g) of the Securities Exchange Act of 1934





Our company’s shares are covered by
Section 15(g) of the Securities Exchange Act of 1934, as amended that imposes
additional sales practice requirements on broker/dealers who sell such
securities to persons other than established customers and accredited investors
(generally institutions with assets in excess of $5,000,000 or individuals with
net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouses). For transactions covered by the Rule, the
broker/dealer must make a special suitability determination for the purchase and
have received the purchaser’s written agreement to the transaction prior to the
sale. Consequently, the Rule may affect the ability of broker/dealers to sell
our securities and also may affect your ability to sell your shares in the
secondary market.





Section 15(g) also imposes additional
sales practice requirements on broker/dealers who sell penny securities. These
rules require a one page summary of certain essential items. The items include
the risk of investing in penny stocks in both public offerings and secondary
marketing; terms important to gain understanding of the function of the penny
stock market, such as “bid” and “offer” quotes, a dealers “spread” and
broker/dealer compensation; the broker/dealer compensation, the broker/dealers
duties to its customers, including the disclosures required by any other penny
stock disclosure rules; the customers’ rights and remedies in causes of fraud in
penny stock transactions; and, the NASD’s toll free telephone number and the
central number of the North American Administrators Association, for information
on the disciplinary history of broker/dealers and their associated
persons.





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





This section of this Form 10-K includes
a number of forward- looking statements that reflect our current views with
respect to future events and financial performance. Forward-looking statements
are often identified by words like: believe, expect, estimate, anticipate,
intend, project and similar expressions, or words which, by their nature, refer
to future events. You should not place undue certainty on these forward-looking
statements, which apply only as of the date of this report. These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from historical results or our
predictions.





Plan
of operation





We are a development stage company and
have realized minimal revenues from our current business
operations.





During the fiscal year ended April 30,
2009, we raised $500,000 in a private placement. As of April 30, 2009 we had
$408,845 of working capital compared to $1,045,307 as of April 30, 2008, and it
is uncertain whether this amount will be sufficient to fund operations for the
next year. Therefore, we may seek additional sources of capital for the coming
year, which we are not assured of raising.





The plan of operation discussed below
in this report for the twelve months ended April 30, 2009, reflects the
operations of our current business which is to lease the ARID tool and process
to oil and gas companies.





We are in the process of completing
field tests of the ARID tool and process, and we are continuing to refine the
ARID to improve the field use of the ARID tool and process. Currently, we have
two ARID tools operating in CBM (coal bed methane) gas well bores in the Powder
River Basin of Wyoming and have leased another nine to be installed in the
summer of 2009.







-16-


We are
developing another production tool for coal bed methane operations. This new
product is a multi-completion tool and process, which upon successful
development is expected to allow operators of coal bed methane wells to produce
multiple seams of coal from a single well bore. This multi-completion tool can
be used in conjunction with the ARID. We are also developing a smaller ARID
tool, 5.5”, for use in smaller bore gas wells. The R&D costs associated with
these projects were approximately $12,000 for the year ended April 30,
2009.





We are
evaluating use of the ARID tool in the mining industry. We have received
numerous inquiries regarding adapting the ARID for handling water in the mining
industry. We are in the initial stages of evaluation of this
opportunity.





We have completed our application for
the trademark “ARID” with the United States Patent and Trademark Office. In
approximately six months we should receive an examination report from the United
States Patent and Trademark Office regarding the trademark
application.





Our specific goal for the next twelve
months is to establish and complete 3-4 pilot projects in the powder River Basin
of Wyoming during the summer of 2009, with these pilots generating ARID tool
leases in the fall of 2009 and early 2010. We are also evaluating potential
pilot projects for Colorado.





Limited
Operating History; Need for Additional Capital





Our company has minimal established
revenues and has incurred net losses since inception. These factors raised
substantial doubt about our ability to continue as a going concern.





We are in development stage operations
and have generated minimal revenues from current operations. Our key to
remaining in business is selling or leasing the ARID to customers. We cannot
guarantee we will be successful in our business operations. Our business is
subject to risks inherent in the establishment of a new business enterprise,
including limited capital resources, the possibility that there is a lack of a
sales market for our products, and possible cost overruns due to price and cost
increases in services and products.





If we cannot generate sufficient
revenues to continue operations, or find additional capital, we will suspend or
cease operations. We have no assurance that future financing will be available
on acceptable terms. If financing is not available on satisfactory terms, we may
be unable to continue, develop or expand our operations. Equity financing could
result in additional dilution to existing shareholders.











-17-











Results
of operations





For
the year ended April 30, 2009 compared to the year ended April 30,
2008





We reported a net loss of $2,664,180
for the year ended April 30, 2009 compared to a net loss before discontinued
operations for the year ended April 30, 2008 of $3,861,113 and a net loss of
$4,378,294 for the year ended April 30, 2008. The net loss for the year ended
April 30, 2009 contains a non-cash charge of $1,543,625 related to the issuance
of stock options to management compared to a $2,360,000 non-cash charge related
to the issuance of stock options to management for the same period in
2008.





We recorded personnel costs of
$2,133,219 during the year ended April 30, 2009, as compared to $3,078,692
during the same period in 2008, which included stock based compensation charge
of $1,513,358 for the year ended April 30, 2009, compared with $2,360,000 for
the same period in 2008.





We incurred professional fees of
$177,210 during the year ended April 30, 2009, as compared to $179,067 during
the same period 2008. Professional fees reflect legal and accounting fees
incurred for regulatory filings.





We had selling expense of $316,686 for
the year ended April 30, 2009 compared to $139,658 for the same period in 2008.
Selling expense included sales salaries, sales related support, commissions
paid, advertising and marketing costs.





Our other general and administrative
costs were $127,282 during the year ended April 30, 2009, as compared to
$114,508 during the same period in 2008. The major components of other general
and administrative costs are insurance and marketing expenses in both years. The
reduction in general and administrative expense is due to hiring our marketing
consultant effective January 2008.





The Company recorded $517,181 for
discontinued operations for the year ended April 30, 2008, relating to the spin
off of Sterling Oil & Gas Company. This amount reflects the Sterling loss
from May 1, 2007 through March 31, 2008 of $775,768, which includes a non cash
charge of $571,000 for impairment expense, offset by a minority interest of
$258,587.




Liquidity
and Capital Resources





Cash used in operating activities was
$4,139 for the fiscal year ended April 30, 2009, and $1,129,059 for the fiscal
year ended April 30, 2008. In the fiscal year ended April 30, 2009 cash used in
operations was principally our net loss less our non-cash compensation expense
of $1,543,625 and cash provided by trading securities of $1,065,981. For the
fiscal year ended April 30, 2008 cash used in operations was principally from
our net loss less non-cash compensation expense of $2,360,000.





-18-


Cash flows used in investing activities
were $26,925 for the fiscal year ended April 30, 2009, and $169,458 cash flow
used in investing activities for fiscal year ended April 30, 2008.





Cash flows from financing activities
were $500,000 for the fiscal year ended April 30, 2009, and $1,250,569 for the
fiscal year ended April 30, 2008. For the fiscal years ended April 30, 2008 and
2007, cash from financing was principally from the private placements of our
stock.





In May, 2008 the Company completed the
private placement of 1,000,000 units at $.50 per unit, each unit consisting of
one restricted share of its common stock and one warrant to purchase one share
of restricted common stock exercisable at $.75 per share. The offering began
during the fourth quarter of the fiscal year ended April 30, 2008 and was
completed during the first quarter of the  fiscal year ended April 30,
2009. In accordance with EITF 00-19, “Accounting for Derivative Financial
Instruments Indexed To, and Potentially Settled In a Company’s Own Stock,” (EITF
00-19) and the terms of the warrants and the transaction documents, the warrants
were determined to represent an equity transaction and therefore the fair value
of the warrants are contained within the equity section and not separately
recorded apart from the common shares issued as part of the private
placement.  As a result of sales during the first quarter, the Company
received proceeds of $500,000 from the private placement.





In April
2008, we completed a private placement of securities and raised gross proceeds
of $500,000. We sold a total of 1,000,000 units at $.50 per unit to six (6)
investors, each unit consisting of one (1) share of restricted common stock and
one (1) warrant for one (1) share of restricted common stock exercisable at $.75
per share.





In
October 2007, we completed a private placement of securities and raised gross
proceeds of $500,000. We sold a total of 500,000 restricted shares of common
stock to one (1) investor at a price of $1.00 per share.





We issued
the foregoing shares of common stock as restricted securities pursuant to the
exemptions from registration contained in Regulation S of the Securities Act of
1933 and section 4(2) of the Securities Act of 1933. Shares sold pursuant to
Regulation S were sold to non U.S. persons outside the United States of America.
Shares sold pursuant to section 4(2) of the Securities Act of 1933 were sold to
persons who receive the same information that can be found in a Form SB-2
registration statement and were deemed sophisticated investors in that they
understood our business and were able to read and understand financial
statements. Following the above sales, the Company’s common stock increased to
32,041,000 shares issued and outstanding.
















-19-





Critical
Accounting Policies





Use
of Estimates in the Preparation of Financial Statements





The
preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the 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. The
Company bases its estimates on historical experience and on various assumptions
it believes to be reasonable under the circumstances. Although actual results
may differ from these estimates under different assumptions or conditions, the
Company believes that its estimates are reasonable.





Equity
Based Compensation





SFAS
123(R) requires companies to estimate the fair value of share-based payment
awards on the date of the grant using an option-pricing model. The value of the
portion of the award that is ultimately expected to vest is recognized as
expense over the requisite service periods in our statement of operations. Prior
to the adoption of SFAS 123(R), we had no stock-based compensation awarded to
employees and directors.





Recent Accounting
Pronouncements




In May
2008, the FASB issued SFAS No. 162,The Hierarchy of Generally Accepted
Accounting Principles.This
Statement identifies the sources of accounting principles and the framework for
selecting the principles to be used in the preparation of financial statements
of nongovernmental entities that are presented in conformity with generally
accepted accounting principles (GAAP) in the United States (the GAAP hierarchy).
We are currently evaluating the impact of adopting SFAS 160 on our results
of operations and financial condition.




In May 2008, the FASB issued SFAS No. 163 Accounting for Financial Guarantee
Insurance Contracts—an interpretation of FASB Statement No. 60.This
Statement requires that an insurance enterprise recognize a claim liability
prior to an event of default (insured event) when there is evidence that credit
deterioration has occurred in an insured financial obligation. This Statement
also clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement to be used to account for
premium revenue and claim liabilities. Those clarifications will increase
comparability in financial reporting of financial guarantee insurance contracts
by insurance enterprises. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. This Statement is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and all
interim periods within those fiscal years, except for some disclosures about the
insurance enterprise’s risk-management activities. We do not anticipate the
adoption of SFAS 163 will have any effect on the Company’s future financial
position or results of operations.










-20-


In
September 2008 the FASB issued FSP FAS 133-1 and FIN 45-4 Disclosures about Credit Derivatives
and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB
Interpretation No. 45; and Clarification of the Effective Date of FASB Statement
No. 161.The credit derivatives market has expanded significantly over
the past few years. Financial statement users and others have expressed concerns
that the current disclosure requirements for derivative instruments and certain
guarantees do not adequately address the potential adverse effects of changes in
credit risk on the financial position, financial performance, and cash flows of
the sellers of credit derivatives and certain guarantees. This FSP amends FASB
Statement No. 133, Accounting
for Derivative Instruments and Hedging Activities,to require disclosures
by sellers of credit derivatives, including credit derivatives embedded in a
hybrid instrument. This FSP also amends FASB Interpretation No. 45, Guarantor’s Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others,to require an additional disclosure
about   the current status of the payment/performance risk of a
guarantee. Further, this FSP clarifies the Board’s intent about the effective
date of FASB Statement No. 161,Disclosures about Derivative
Instruments and Hedging Activities. We do not anticipate the adoption of
this FSP will have a material effect on the Company’s future financial position
or results of operations.





In June 2009 the FASB issued SFAS 167, “Amendments to FASB Interpretation
No. 46(R)”,the Board’s objective in issuing this Statement is to improve
financial reporting by enterprises involved with variable interest entities. The
Board undertook this project to address (1) the effects on certain provisions of
FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest
Entities, as a result of the elimination of the qualifying
special-purpose entity concept in FASB Statement No. 166, Accounting for Transfers of
Financial Assets, and (2) constituent concerns about the application of
certain key provisions of Interpretation 46(R), including those in which the
accounting and disclosures under the Interpretation do not always provide timely
and useful information about an enterprise’s involvement in a variable interest
entity. We are currently assessing the potential impact, if any, on our
financial statements.





In June
2009, the FASB issued SFAS 166, “Accounting for Transfers of
Financial Assets”, the Board’s objective in issuing this Statement is to
improve the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial statements about a
transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor’s continuing
involvement, if any, in transferred financial assets.   The Board undertook
this project to address (1) practices that have developed since the issuance of
FASB Statement No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities, that
are not consistent with the original intent and key requirements of that
Statement and (2) concerns of financial statement users that many of the
financial assets (and related obligations) that have been derecognized should
continue to be reported in the financial statements of transferors. We are
currently assessing the potential impact, if any, on our financial
statements.





In May 2009, the FASB issued SFAS 165, “ Subsequent Events” the
objective of this Statement is to establish general standards of accounting for
and disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. In particular,
this Statement sets forth: 1. the period after the balance sheet date during
which management of a reporting entity should evaluate events or transactions
that may occur for potential recognition or disclosure in the financial
statements, 2. the circumstances under which an entity should recognize events
or transactions occurring after the balance sheet date in its financial
statements and 3. the disclosures that an entity should make about events or
transactions that occurred after the balance sheet date. In accordance with this
Statement, an entity should apply the requirements to interim or annual
financial periods ending after June 15, 2009.We do not anticipate the
adoption of SFAS 165 will have a significant impact on our financial condition
or results of operations.





In July 2009, the FASB issued SFAS 168, “The FASB Accounting Standards
Codification and Hierarchy of Generally Accepted Accounting Principles-A
Replacement of FASB Statement No. 162”. The objective of SFAS 168 is to
replace SFAS 162 and to establish the Codification as the source of
authoritative accounting principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial statements. The
Codification is effective for financial statements for interim or annual
reporting periods ending after September 15, 2009. We do not anticipate the
adoption of SFAS 168 will have a significant impact on our financial
statements.







-21-


Off
Balance Sheet Arrangements.





We have no off balance sheet
arrangements, other than minor operating lease agreements.





ITEM
8.                  FINANCIAL
STATEMENTS.








PageReport
      of Independent Registered Public Accounting Firm
                                              F-1Report
      of Previous Independent Registered Public Accounting Firm
                                              F-2Balance
      Sheets
                                              F-3Statements
      of Operations
                                              F-4Statements
      of Changes in Stockholders' Equity
                                              F-5Statements
      of Cash Flows
                                              F-6Notes
      to the financial statements
                                              F-7















-22-





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To the
Board of Directors and


Stockholders
of Big Cat Energy Corporation





We have
audited the accompanying balance sheet of Big Cat Energy Corporation (a
development stage company) as of April 30, 2009, and the related statement of
operations, shareholders’ equity, and cash flows for the year then ended and the
cumulative period from June 19, 1997 (inception) to April 30, 2009. We did not
audit the cumulative period from June 19, 1997 (inception) to April 30,
2008.  Those amounts were audited by other auditors, whose report
dated July 28, 2008, has been furnished to us, and our opinion, insofar as it
relates to the cumulative amounts from June 19, 1997 (inception) to April 30,
2008, is based solely on the report of the other auditors.  Big Cat
Energy Corporation’s management is responsible for these financial statements.
Our responsibility is to express an opinion on these financial statements based
on our audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Big Cat Energy Corporation as of
April 30, 2009, and the results of its operations and its cash flows for each of
the year then ended April 30, 2009, in conformity with accounting principles
generally accepted in the United States of America.





We have
also audited the combination in the statements of operations, cash flows, and
shareholders’ equity of the amounts as presented for the year ending April 30,
2009 with the amounts for the corresponding statements for the period from June
19, 1997 (inception) through April 30, 2008. In our opinion the amounts have
been properly combined for the period from June 19, 1997 (inception) through
April 30, 2009.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 2 to the
financial statements, the Company has limited revenue and has incurred
substantial losses from operations and is in the development
stage.  These conditions raise substantial doubt about the Company’s
ability to continue as a going concern.  Management’s plans regarding
these matters are also described in Note 2.  The financial statements
do not include any adjustments that might result for the outcome of this
uncertainty.




EIDE BAILLY LLP


Eide
Bailly LLP


Greenwood
Village. Colorado


July 15,
2009





F-1









-23-


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM











To the
Board of Directors


Big Cat
Energy Corporation


Gillette,
Wyoming








We have
audited the balance sheet of Big Cat Energy Corporation as of April 30, 2008 and
the related consolidated statements of operations, shareholders’ equity and cash
flows for the year then ended. These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on
these financial statements based on our audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we 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. We believe that our audit provides a
reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Big Cat Energy Corporation as of
April 30, 2008 and the results of its operations and its cash flows for the year
then ended, in conformity with U.S. generally accepted accounting
principles.





The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has limited revenue and has incurred
substantial losses from operations and is in the development stage. These
factors raise substantial doubt about the Company’s ability to continue as a
going concern. Management’s plans with regard to these matters are described in
Note 2. The financial statements do not include any adjustments that might
result from the outcome of these uncertainties.











HEIN & ASSOCIATES LLP


HEIN & ASSOCIATES
LLP


Denver,
Colorado


July 28,
2008











F-2


-24-


BIG
CAT ENERGY CORPORATION


(A
Development Stage Company)





BALANCE
SHEETS








April
      30,2009
                                                                      
                                                                      2008ASSETSCurrent
      Assets:Cash
      and cash equivalents
                                                                      $117,245
                                                                      
                                                                      $4,796Certificates
      of deposit
                                                                      356,487
                                                                      
                                                                      --Trading
      securities
                                                                      --
                                                                      
                                                                      1,065,981Accounts
      receivable-other
                                                                      4,547
                                                                      
                                                                      3,000Prepaid
      expenses and other current assets
                                                                      20,840
                                                                      
                                                                      23,597Total
      current assets
                                                                      499,119
                                                                      
                                                                      1,097,374Property,
      Plant and Equipment,at costEquipment
      held for sale
                                                                      21,124
                                                                      
                                                                      21,124Equipment
      installed
                                                                      6,538
                                                                      
                                                                      6,538Furniture
      and equipment, net of accumulated depreciation
                                                                      12,636
                                                                      
                                                                      8,745Total
                                                                      40,298
                                                                      
                                                                      36,407Intangible
      Assets,net
                                                                      74,157
                                                                      
                                                                      62,141Total
      Assets
                                                                      $ 613,574
                                                                      
                                                                      $1,195,922LIABILITIES AND STOCKHOLDERS’
      EQUITYCurrent
      Liabilities:Accounts
      payable and accrued liabilities
                                                                      $35,274
                                                                      
                                                                      $2,067Deferred
      revenue
                                                                      55,000
                                                                      
                                                                      50,000Total
      current liabilities
                                                                      90,274
                                                                      
                                                                      52,067Stockholders’
      Equity:Common
      stock - $.0001 par value; 100,000,000 shares authorized; 32,041,000 shares
      and 31,041,000 issued and outstanding, respectively
                                                                      3,204
                                                                      
                                                                      3,104Additional
      paid-in capital
                                                                      10,479,516
                                                                      
                                                                      8,435,991Deficit
      incurred during the development stage
                                                                      (9,959,420)
                                                                      
                                                                      (7,295,240)Total
      stockholders’ equity
                                                                      523,300
                                                                      
                                                                      1,143,855Total
      Liabilities and Shareholders’ Equity
                                                                      $613,574
                                                                      
                                                                      $1,195,922














F-3


See
accompanying notes to financial statement.
 -25-


BIG
CAT ENERGY CORPORATION


(A
Development Stage Company)





STATEMENT
OF OPERATIONS


FOR
THE YEARS ENDED APRIL 30, 2009 AND 2008 AND


FOR
THE PERIOD FROM INCEPTION (JUNE 19, 1997) TO APRIL 30, 2009





For
      the
                                                                Year
      Ended April 30, 2009
                                                              
                                                              For
      the
                                                                Year
      Ended
                                                                April
      30, 2008
                                                              
                                                              Cumulative
      from Inception (June 19, 1997) to April 30, 2009Lease
      revenues
                                                              
                                                              $80,500
                                                              
                                                              $ 40,000
                                                              
                                                              $120,500Expenses:Personnel
      cost
                                                              
                                                              2,133,219
                                                              
                                                              3,078,692
                                                              
                                                              7,631,631Professional
      fees
                                                              
                                                              177,210
                                                              
                                                              179,067
                                                              
                                                              611,697Research
      and development
                                                              
                                                              12,019
                                                              
                                                              --
                                                              
                                                              12,019Selling
      expense
                                                              
                                                              316,686
                                                              
                                                              139,058
                                                              
                                                              455,744Depreciation
      and amortization
                                                              
                                                              11,018
                                                              
                                                              2,012
                                                              
                                                              13,580Other
      operating supplies
                                                              
                                                              (1,118)
                                                              
                                                              2,490
                                                              
                                                              1,372Other
      general and administrative
                                                              
                                                              127,282
                                                              
                                                              114,508
                                                              
                                                              519,046Operating
      Loss
                                                              
                                                              (2,695,816)
                                                              
                                                              (3,475,827)
                                                              
                                                              (9,124,589)Other
      Income (Expense):Interest
      income
                                                              
                                                              31,636
                                                              
                                                              47,714
                                                              
                                                              115,350Loss
      on valuation of Sterling private placement
                                                              
                                                              --
                                                              
                                                              (433,000)
                                                              
                                                              (433,000)31,636
                                                              
                                                              (385,286)
                                                              
                                                              (317,650)Loss
      Before Discontinued Operations
                                                              
                                                              (2,664,180)
                                                              
                                                              (3,861,113)
                                                              
                                                              (9,442,239)Loss
      on Discontinued Operations of Sterling Oil and Gas(net
      of minority interest of $258,587)
                                                              
                                                              --
                                                              
                                                              (517,181)
                                                              
                                                              (517,181)Net
      Loss
                                                              
                                                              $(2,664,180)
                                                              
                                                              $(4,378,294)
                                                              
                                                              $(9,959,420)Net
      loss per share before discontinued operations
                                                              
                                                              $(.08)
                                                              
                                                              $(.13)Net
      loss per share – discontinued operations
                                                              
                                                              --
                                                              
                                                              $ (.02)Net
      loss per share
                                                              
                                                              $(.08)
                                                              
                                                              $ (.15)Weighed
      average number of common shares outstanding – basic and
      diluted
                                                              
                                                              32,038,260
                                                              
                                                              30,071,055





F-4


See
accompanying notes to financial statement.
 -26-


BIG
CAT ENERGY CORPORATION


(A
Development Stage Company)





STATEMENT
OF CHANGES IN SHAREHOLDERS’ EQUITY


FOR
THE YEARS ENDED APRIL 30, 2009 AND 2008


AND
FOR THE PERIOD FROM INCEPTION (JUNE 19, 1997) TO APRIL 30, 2009




Common
      Stock
                                                                                    
                                                                                    Additional
      Paid-in Capital
                                                                                    
                                                                                    Deficit
      Incurred During
                                                                                      Development
      Stage
                                                                                    
                                                                                    TotalShares
                                                                                    
                                                                                    Par
      value $.0001Balance,
      at Inception (June 19, 1997)Stock
      issued for services upon inception at June 19, 1997 issued at
      par
                                                                                    
                                                                                    500,000
                                                                                    
                                                                                    $         50
                                                                                    
                                                                                    $            –
                                                                                    
                                                                                    $               –
                                                                                    
                                                                                    $          50Common
      stock cancelled March 2002
                                                                                    
                                                                                    (500,000)
                                                                                    
                                                                                    (50)
                                                                                    
                                                                                    –
                                                                                    
                                                                                    –
                                                                                    
                                                                                    (50)Sale
      of common stock at $0.10 per share, April  2002
                                                                                    
                                                                                    1,114,000
                                                                                    
                                                                                    111
                                                                                    
                                                                                    111,289
                                                                                    
                                                                                    –
                                                                                    
                                                                                    111,400Contributed
      services (January  2000 through
      April  2003)
                                                                                    
                                                                                    –
                                                                                    
                                                                                    –
                                                                                    
                                                                                    10,425
                                                                                    
                                                                                    –
                                                                                    
                                                                                    10,425Cumulative
      net loss
                                                                                    
                                                                                    –
                                                                                    
                                                                                    –
                                                                                    
                                                                                    –
                                                                                    
                                                                                    (132,543)
                                                                                    
                                                                                    (132,543)Balance,
      April 30, 2005
                                                                                    
                                                                                    1,114,000
                                                                                    
                                                                                    111
                                                                                    
                                                                                    121,714
                                                                                    
                                                                                    (132,543)
                                                                                    
                                                                                    (10,718)Sale
      of common stock (March through April  2006) at $0.05 per
      share
                                                                                    
                                                                                    7,400,000
                                                                                    
                                                                                    740
                                                                                    
                                                                                    369,260
                                                                                    
                                                                                    –
                                                                                    
                                                                                    370,000Sale
      of common stock (March 2006 at $0.01 per share
                                                                                    
                                                                                    2,500,000
                                                                                    
                                                                                    250
                                                                                    
                                                                                    24,750
                                                                                    
                                                                                    
                                                                                    
                                                                                    25,000Common
      stock issued in exchange for assets (Note 6)
                                                                                    
                                                                                    12,450,000
                                                                                    
                                                                                    1,245
                                                                                    
                                                                                    22,745
                                                                                    
                                                                                    
                                                                                    
                                                                                    23,990Net
      loss
                                                                                    
                                                                                    –
                                                                                    
                                                                                    –
                                                                                    
                                                                                    –
                                                                                    
                                                                                    (145,182)
                                                                                    
                                                                                    (145,182)Balance,
      April 30, 2006
                                                                                    
                                                                                    23,464,000
                                                                                    
                                                                                    2,346
                                                                                    
                                                                                    538,469
                                                                                    
                                                                                    (277,725)
                                                                                    
                                                                                    263,090Sale
      of common stock (May through June 2006) at $0.50 per share
                                                                                    
                                                                                    4,065,000
                                                                                    
                                                                                    407
                                                                                    
                                                                                    2,032,093
                                                                                    
                                                                                    –
                                                                                    
                                                                                    2,032,500Sale
      of common stock (January 2007) at $0.75 per share
                                                                                    
                                                                                    2,012,000
                                                                                    
                                                                                    201
                                                                                    
                                                                                    1,508,799
                                                                                    
                                                                                    –
                                                                                    
                                                                                    1,509,000Offering
      costs
                                                                                    
                                                                                    –
                                                                                    
                                                                                    –
                                                                                    
                                                                                    (21,752)
                                                                                    
                                                                                    –
                                                                                    
                                                                                    (21,752)Contributed
      capital
                                                                                    
                                                                                    –
                                                                                    
                                                                                    –
                                                                                    
                                                                                    22,582
                                                                                    
                                                                                    –
                                                                                    
                                                                                    22,582Stock-based
      compensation
                                                                                    
                                                                                    –
                                                                                    
                                                                                    –
                                                                                    
                                                                                    1,840,000
                                                                                    
                                                                                    –
                                                                                    
                                                                                    1,840,000Net
      loss
                                                                                    
                                                                                    –
                                                                                    
                                                                                    –
                                                                                    
                                                                                    –
                                                                                    
                                                                                    (2,639,221)
                                                                                    
                                                                                    (2,639,221)Balance,
      April 30, 2007
                                                                                    
                                                                                    29,541,000
                                                                                    
                                                                                    2,954
                                                                                    
                                                                                    5,920,191
                                                                                    
                                                                                    (2,916,946)
                                                                                    
                                                                                    3,006,199Sale
      of common stock (October 2007) at $1.00 per share
                                                                                    
                                                                                    500,000
                                                                                    
                                                                                    50
                                                                                    
                                                                                    499,950
                                                                                    
                                                                                    –
                                                                                    
                                                                                    500,000Sale
      of units (April 2008) at $0.50 per unit
                                                                                    
                                                                                    1,000,000
                                                                                    
                                                                                    100
                                                                                    
                                                                                    499,900
                                                                                    
                                                                                    –
                                                                                    
                                                                                    500,000Spin
      off Sterling subsidiary
                                                                                    
                                                                                    –
                                                                                    
                                                                                    –
                                                                                    
                                                                                    (844,050)
                                                                                    
                                                                                    –
                                                                                    
                                                                                    (844,050)Stock-based
      compensation
                                                                                    
                                                                                    –
                                                                                    
                                                                                    –
                                                                                    
                                                                                    2,360,000
                                                                                    
                                                                                    –
                                                                                    
                                                                                    2,360,000Net
      loss
                                                                                    
                                                                                    –
                                                                                    
                                                                                    –
                                                                                    
                                                                                    –
                                                                                    
                                                                                    (4,378,294)
                                                                                    
                                                                                    (4,378,294)Balance,
      April 30, 2008
                                                                                    
                                                                                    31,041,000
                                                                                    
                                                                                    $3,104
                                                                                    
                                                                                    $8,435,991
                                                                                    
                                                                                    $(7,295,240)
                                                                                    
                                                                                    $1,143,855Sale
      of units (May 2009) at $0.50 per unit
                                                                                    
                                                                                    1,000,000
                                                                                    
                                                                                    100
                                                                                    
                                                                                    499,900
                                                                                    
                                                                                    --
                                                                                    
                                                                                    500,000Stock
      based compensation
                                                                                    
                                                                                    --
                                                                                    
                                                                                    --
                                                                                    
                                                                                    1,543,625
                                                                                    
                                                                                    --
                                                                                    
                                                                                    1,543,625Net
      loss
                                                                                    
                                                                                    --
                                                                                    
                                                                                    --
                                                                                    
                                                                                    --
                                                                                    
                                                                                    (2,664,180)
                                                                                    
                                                                                    (2,664,180)Balance,
      April 30, 2009
                                                                                    
                                                                                    32,041,000
                                                                                    
                                                                                    $3,204
                                                                                    
                                                                                    $10,479,516
                                                                                    
                                                                                    $(9,959,420)
                                                                                    
                                                                                    $523,300








F- 5


See
accompanying notes to financial statement.




-27-




BIG
CAT ENERGY CORPORATION


(A
Development Stage Company)





STATEMENT
OF CASH FLOWS


FOR
THE YEARS ENDED APRIL 30, 2009 AND 2008


AND
FOR THE PERIOD FROM INCEPTION (JUNE 19, 1997) TO APRIL 30, 2009





2009
                                                                                  
                                                                                  2008
                                                                                  
                                                                                  Cumulative
      from Inception (June 19, 1997) to
                                                                                    April
      30, 2009Cash
      Flows from Operating Activities:Net
      loss
                                                                                  
                                                                                  $(2,664,180)
                                                                                  
                                                                                  $(4,378,294)
                                                                                  
                                                                                  $(9,959,420)Adjustments
      to reconcile net loss to net cash provided by
      operating activities:Depletion,
      depreciation and amortization
                                                                                  
                                                                                  11,018
                                                                                  
                                                                                  2,012
                                                                                  
                                                                                  13,580Stock
      based compensation
                                                                                  
                                                                                  1,543,625
                                                                                  
                                                                                  2,360,000
                                                                                  
                                                                                  5,743,625Contributed
      services and other
                                                                                  
                                                                                  --
                                                                                  
                                                                                  –
                                                                                  
                                                                                  10,425Cash
      flow from discontinued operations
                                                                                  
                                                                                  --
                                                                                  
                                                                                  833,369
                                                                                  
                                                                                  833,369Changes
      in operating assets and liabilities:Accounts
      receivable-other
                                                                                  
                                                                                  (1,431)
                                                                                  
                                                                                  (3,000)
                                                                                  
                                                                                  (4,431)Trading
      securities
                                                                                  
                                                                                  1,065,981
                                                                                  
                                                                                  37,401
                                                                                  
                                                                                  --Prepaid
      and other
                                                                                  
                                                                                  2,641
                                                                                  
                                                                                  (22,843)
                                                                                  
                                                                                  (20,956)Deferred
      revenue
                                                                                  
                                                                                  5,000
                                                                                  
                                                                                  50,000
                                                                                  
                                                                                  55,000Payables
      and accrued liabilities
                                                                                  
                                                                                  33,207
                                                                                  
                                                                                  (7,704)
                                                                                  
                                                                                  35,274Net
      cash (used in) operating activities
                                                                                  
                                                                                  (4,139)
                                                                                  
                                                                                  (1,129,059)
                                                                                  
                                                                                  (3,293,534)Cash
      Flows from Investing Activities:Purchase
      of unproved oil and gas properties
                                                                                  
                                                                                  --
                                                                                  
                                                                                  --
                                                                                  
                                                                                  (1,794,231)Purchase
      of equipment
                                                                                  
                                                                                  (6,639)
                                                                                  
                                                                                  (1,059)
                                                                                  
                                                                                  (17,946)Purchases
      of equipment held for sale
                                                                                  
                                                                                  --
                                                                                  
                                                                                  (20,728)
                                                                                  
                                                                                  (27,662)Intangible
      assets
                                                                                  
                                                                                  (20,286)
                                                                                  
                                                                                  (13,914)
                                                                                  
                                                                                  (58,438)Cash
      flow used in discontinued operations
                                                                                  
                                                                                  --
                                                                                  
                                                                                  (133,757)
                                                                                  
                                                                                  (133,757)Net
      cash provided by (used in) investing activities
                                                                                  
                                                                                  (26,925)
                                                                                  
                                                                                  (169,458)
                                                                                  
                                                                                  (2,032,034)Cash
      Flows from Financing Activities:Proceeds
      from sale of common stock
                                                                                  
                                                                                  500,000
                                                                                  
                                                                                  1,000,000
                                                                                  
                                                                                  5,547,901Cash
      paid for offering costs
                                                                                  
                                                                                  --
                                                                                  
                                                                                  –
                                                                                  
                                                                                  (21,752)Proceeds
      from related party advances
                                                                                  
                                                                                  --
                                                                                  
                                                                                  –
                                                                                  
                                                                                  51,618Repayment
      of related party advances
                                                                                  
                                                                                  --
                                                                                  
                                                                                  –
                                                                                  
                                                                                  (29,036)Cash
      flow provided by discontinued operations
                                                                                  
                                                                                  --
                                                                                  
                                                                                  250,569
                                                                                  
                                                                                  250,569Net
      cash provided by financing activities
                                                                                  
                                                                                  500,000
                                                                                  
                                                                                  1,250,569
                                                                                  
                                                                                  5,799,300Net
      Increase (Decrease) in Cash and Cash Equivalents
                                                                                  
                                                                                  468,936
                                                                                  
                                                                                  (47,948)
                                                                                  
                                                                                  473,732Cash
      and Equivalents,
      at beginning of period
                                                                                  
                                                                                  4,796
                                                                                  
                                                                                  52,744
                                                                                  
                                                                                  –Cash
      and Equivalents,
      at end of period
                                                                                  
                                                                                  $473,372
                                                                                  
                                                                                  $4,796
                                                                                  
                                                                                  $473,732Non-Cash
      Transaction:Spin
      off of Sterling subsidiary
                                                                                  
                                                                                  $  --
                                                                                  
                                                                                  $1,794,231
                                                                                  
                                                                                  $1,794,231Forgiveness
      of debt by related party, accounted for as capital
    contributed
                                                                                  
                                                                                  $  --
                                                                                  
                                                                                  $–
                                                                                  
                                                                                  $22,582Stock
      issued to related party for ARID technology
                                                                                  
                                                                                  $  --
                                                                                  
                                                                                  $–
                                                                                  
                                                                                  $23,990







F-6




See
accompanying notes to financial statement.






-28-


1.
            Organization
      and Nature of Operations:




Big Cat
Energy Corporation (“Big Cat” or the “Company”), a Nevada corporation, owns the
exclusive right to a patented technology known as Aquifer Recharge Injection
Device (ARID) which allows Coal Bed Methane (CBM) operators to re-inject water
produced from productive coal seams. The ARID tool uses the existing well bore
to move water from the producing coal seam to depleted aquifers of similar water
quality. With the ARID tool and process in use, the production well will not
require the discharge of any produced water, or the use of a separate
re-injection well for any of the produced water. The produced water never leaves
the well bore as it is redirected into different aquifer zones. These aquifers
are identified from the geophysical logs.




For the
year ended April 30, 2008, the Company reclassified as discontinued operations
the operating losses of Sterling, which totaled $517,181 for the year ended
April 30, 2008. Discontinued operations reflects the Sterling loss from May 1,
2007 through March 31, 2008 of $775,768, which includes a non cash charge of
$571,000 for impairment expense related to unevaluated properties initially
purchased by the Company and contributed to Sterling, offset by a minority
interest of $258,587.





The
Company is in the development stage in accordance with Statement of Financial
Accounting Standards (“SFAS”) No. 7. The Company has been in the development
stage since inception and has yet to enter revenue-producing operations to
date.  Activities since inception have primarily involved organization
and development of the Company and more recently, its ARID
initiative.




2.
            Liquidity:




Going
Concern – As of April 30, 2009, the Company had working capital of
$408,845 and stockholders’ equity of $523,300.  We have realized
minimal revenues and have incurred significant losses from operations and used
significant cash flow to fund operations for the fiscal years presented.
Historically, Big Cat has relied upon outside investor funds to maintain its
operations and develop its business. Big Cat’s plan for continuation anticipates
continued funding from investors.  This funding would be used for
operations, for working capital, as well as business expansion during the
upcoming fiscal year.  The Company can provide no assurance that
additional investor funds will be available on terms acceptable to the Company.
These conditions raise substantial doubt about Big Cat’s ability to continue
operations as a going concern




Big Cat’s
ability to continue as a going concern is dependent upon raising capital through
debt or equity financing and ultimately by increasing revenue and achieving
profitable operations. The Company can offer no assurance of success in our
efforts to raise additional proceeds or achieve profitable operations. The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the settlement of liabilities
in the normal course of business.




3.
            Summary
      of Significant Accounting
Policies:




Use of
Estimates – The preparation of financial statements in conformity with
generally accepted accounting principles in the United States of America
requires management to make estimates andassumptions that affect the reported
amount 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 periods.  Actual results
could differ from those estimates.




F-7






-29-




Cash and
Cash Equivalents–Cash and cash equivalents include cash on hand, amounts held in banks and
highly liquid investments purchased with an original maturity of three months or
less. The Company has excluded unsecured commercial paper from the definition of
cash equivalents.




Short-Term
Investments–
The Company has purchased unsecured commercial paper (floating rate demand
notes) of Ford Motor Credit Company, which has classified as trading securities.
These securities are stated at fair value based on interest rates that
approximate market rates and the short term maturity of the
notes.  The income earned on these investments is included in interest
income in the accompanying financial statements.





Intangible
Assets – The Company capitalized the costs to patent the ARID process and
ARID trademark. These costs are being amortized over the life, seventeen (17)
years, of the patent on a straight line basis.





Concentrations
of Credit Risk – The Company’s cash equivalents,, accounts receivable and
short-term investments are exposed to concentrations of credit
risk.  The Company manages and controls this risk by investing the
cash equivalents and short term investments with major financial
institutions.




Management
reviews accounts receivable on a regular basis to determine if any receivable
will potentially be uncollectable. All receivables are considered collectable at
April 30, 2009 and 2008.




Furniture
and Equipment– Furniture and
equipment is stated at cost.  Depreciation is provided on furniture,
fixtures and equipment using the straight-line method over an estimated service
life of three to seven years.




The cost
of normal maintenance and repairs is charged to operating expenses as
incurred.  Material expenditures which increase the life of an asset
are capitalized and depreciated over the estimated remaining useful life of the
asset.




Concentration
of Customer Base-The Company has a single customer for both years ended
April 30, 2009 and 2008




Income
Taxes–Income
taxes are accounted for by recognizing deferred income tax assets and
liabilities for the expected future income tax consequences, based on enacted
tax laws, of temporary differences between the financial reporting and tax basis
of assets, liabilities and carryforwards. Deferred tax assets are recognized for
the expected future effects of all deductible temporary differences, loss
carryforwards and tax credit carryforwards. Deferred tax assets are then
reduced, if deemed necessary, by a valuation allowance for the amount of any tax
benefit which, more likely than not, are not expected to be
realized












F-8








-30-




On April
1, 2008 we adopted FASB Interpretation No.48, Accounting for Uncertainty in
Income Taxes -- An Interpretation of FASB Statement No. 109, or FIN 48. FIN 48
provides detailed guidance for the financial statement recognition, measurement
and disclosure of uncertain tax positions recognized in the financial statements
in accordance with SFAS No.109. Tax positions must meet a "more-likely-than-not"
recognition threshold at the effective date to be recognized upon the adoption
of FIN 48 and in subsequent periods. We have identified no significant uncertain
tax positions as of April 30, 2009. The cumulative effect of adopting FIN 48 has
resulted in no FIN 48 liability on the balance sheet. The total amount of
unrecognized tax benefits as of the date of adoption was zero.





We
recognize interest and penalties related to uncertain tax positions in income
tax expense. No interest and penalties related to uncertain tax positions were
accrued as of April 30, 2009.





Fair
Value of Financial Instruments – The Company’s financial instruments
consist of cash and cash equivalents, accounts receivable and accounts payable.
The fair market value of these financial instruments approximates or is equal to
the book value.





Fair
Value Measurements are determined by the Company’s adoption of Statement of
Financial Accounting Standard (SFAS) No. 157, “Fair Value Measurement” (SFAS No.
157) as of May 1, 2008, with the exception of the application of the statement
to non-recurring, non-financial assets and liabilities as permitted. The
adoption of SFAS 157 did not have a material impact on the Company’s fair value
measurements. SFAS 157 defines fair value as the price that would be received to
sell an asset or paid to transfer a liability in the principal or most
advantageous market for the asset or liability in an orderly transaction between
market participants at the measurement date. SFAS 157 establishes a fair value
hierarchy, which prioritizes the inputs used in measuring fair value into three
broad levels as follows:





Level 1- Quoted
prices in active markets for identical assets or liabilities.


Level 2-
Inputs, other than the quoted prices in active markets, that are observable
either directly or    indirectly.


Level 3-
Unobservable inputs based on the Company’s assumptions,





SFAS 157
requires the use of observable market data if such data is available without
undue cost and effect.
































F-9






-31-


The
following table provides information regarding the source of data used by the
Company to develop fair value measurements:








Fair
      Value Measurements at Reporting Date UsingApril
      30, 2009
                                                      
                                                      Quoted
      Prices in Active Markets for Identical Assets
                                                        (Level
      1)
                                                      
                                                      Significant
      Other Observable Inputs
                                                        (Level
      2)
                                                      
                                                      Significant
      Unobservable Inputs
                                                        (Level
      3)Description
      Certificates of deposit
                                                      $356,487
                                                      
                                                      $0
                                                      
                                                      $356,487
                                                      
                                                      $0Total
                                                      $356,487
                                                      
                                                      $0
                                                      
                                                      $356,487
                                                      
                                                      $0














Stock-Based
Compensation– The Company accounts
for stock-based compensation arrangements in accordance with Statement of
Financial Accounting Standards (SFAS No. 123 revised), Accounting for Share-Based
Compensation, which permits entities to recognize as expense over the
vesting period, the fair value of all stock-based awards on the date of grant.
The Company recorded expense of stock-based compensation during the year ended
April 30, 2009, totaling $1,543,625, As of April 30, 2008, the Company recorded
expense of stock-based compensation during the year ended April 30, 2008,
totaling $2,360,000.




Research
and Development Expenditures –Costs
related to the research, design, and development of products are charged to
research and development expenses as incurred.  The Company incurred
$12,019 of research and development costs for the year ended April 30, 2009,
compared to research and development expenses of $0 for the year ended April 30,
2008.




Net Loss
Per Share –Basic
net loss per share is computed using the weighted average number of common
shares outstanding during the period.  Contingently issuable shares
are included in the computation of basic net income (loss) per share when the
related conditions are satisfied.  Diluted net income  per
share is computed using the weighted average number of common shares and
potentially dilutive securities outstanding during the
period.  Potentially dilutive securities consist of contingently
issuable shares, the incremental common shares issuable upon conversion of
preferred stock or convertible debt (using the “if converted” method) and shares
issuable upon the exercise of stock options and warrants (using the “treasury
stock” method).  Potentially dilutive securities are excluded from the
computation if their effect is anti-dilutive.




As of
April 30, 2009 the Company had 32,041,000 shares of common stock outstanding and
options to purchase 3,160,000 shares issued that would be potentially dilutive.
At April 30, 2008, the Company had 31,041,000 shares of common stock
outstanding.  The Company has options to purchase 2,000,000 shares
issued that would be potentially dilutive. The options outstanding were excluded
from the calculation of diluted earnings per share as their effect would have
been anti dilutive.




F-10






-32-




Other
Comprehensive Income – The Company does not have any items of other
comprehensive income for the years ended April 30, 2008 and
2007.  Therefore, total comprehensive income (loss) is the same as net
income (loss) for these periods.




Revenue
Recognition-The
Company leases its ARID tool and process to its customers. Revenue is recognized
equally over the term of lease. When the lease is executed the company records
deferred revenue as an, Other Current Liability for those amounts paid for lease
commitments for the next 12 months and a Long Term Obligation for those amounts
in excess of 12 months. At April 30, 2009 the Company recorded $55,000 as Other
Current Liabilities for deferred revenue compared to $50,000 at April 30, 2008,
The Company has recorded $0 for Long Term Obligations in both
years.





Reclassifications
– Certain reclassifications have been made to prior years’ amounts to conform to
the classifications used in the current year.  Such reclassifications
had no effect on the Company’s net loss in any of the periods
presented.




Recently
Issued Accounting Standards




In May
2008, the FASB issued SFAS No. 162,The Hierarchy of Generally Accepted
Accounting Principles.This
Statement identifies the sources of accounting principles and the framework for
selecting the principles to be used in the preparation of financial statements
of nongovernmental entities that are presented in conformity with generally
accepted accounting principles (GAAP) in the United States (the GAAP hierarchy).
We are currently evaluating the impact of adopting SFAS 160 on our results
of operations and financial condition.




In May
2008, the FASB issued SFAS No. 163 Accounting for Financial Guarantee
Insurance Contracts—an interpretation of FASB Statement No. 60.This
Statement requires that an insurance enterprise recognize a claim liability
prior to an event of default (insured event) when there is evidence that credit
deterioration has occurred in an insured financial obligation. This Statement
also clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement to be used to account for
premium revenue and claim liabilities. Those clarifications will increase
comparability in financial reporting of financial guarantee insurance contracts
by insurance enterprises. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. This Statement is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and all
interim periods within those fiscal years, except for some disclosures about the
insurance enterprise’s risk-management activities. We do not anticipate the
adoption of SFAS 163 will have any effect on the Company’s future financial
position or results of operations.




In
September 2008 the FASB issued FSP FAS 133-1 and FIN 45-4 Disclosures about Credit Derivatives
and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB
Interpretation No. 45; and Clarification of the Effective Date of FASB Statement
No. 161.The credit derivatives market has expanded significantly over
the past few years. Financial statement users and others have expressed concerns
that the current disclosure requirements for derivative instruments and certain
guarantees do not adequately address the potential adverse effects of changes in
credit risk on the financial position, financial performance, and cash flows of
the sellers of credit derivatives and certain guarantees. This FSP amends FASB
Statement No. 133, Accounting
for Derivative Instruments and Hedging Activities,to require disclosures
by sellers of credit derivatives, including credit derivatives embedded in a
hybrid instrument. This FSP also amends FASB Interpretation No. 45, Guarantor’s Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others,to require an additional disclosure
about   the current status of the payment/performance risk of a
guarantee. Further, this FSP clarifies the Board’s intent about the effective
date of FASB Statement No. 161,Disclosures about Derivative
Instruments and Hedging Activities. We do not anticipate the adoption of
this FSP will have a material effect on the Company’s future financial position
or results of operations.










-33-


In June 2009 the FASB issued SFAS 167, “Amendments to FASB Interpretation
No. 46(R)”,the Board’s objective in issuing this Statement is to improve
financial reporting by enterprises involved with variable interest entities. The
Board undertook this project to address (1) the effects on certain provisions of
FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest
Entities, as a result of the elimination of the qualifying
special-purpose entity concept in FASB Statement No. 166, Accounting for Transfers of
Financial Assets, and (2) constituent concerns about the application of
certain key provisions of Interpretation 46(R), including those in which the
accounting and disclosures under the Interpretation do not always provide timely
and useful information about an enterprise’s involvement in a variable interest
entity. We are currently assessing the potential impact, if any, on our
financial statements.





In June 2009, the FASB issued SFAS 166, “Accounting for Transfers of
Financial Assets”, the Board’s objective in issuing this Statement is to
improve the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial statements about a
transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor’s continuing
involvement, if any, in transferred financial assets.   The Board undertook
this project to address (1) practices that have developed since the issuance of
FASB Statement No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities, that
are not consistent with the original intent and key requirements of that
Statement and (2) concerns of financial statement users that many of the
financial assets (and related obligations) that have been derecognized should
continue to be reported in the financial statements of transferors. We are
currently assessing the potential impact, if any, on our financial
statements.




In May 2009,
the FASB issued SFAS 165, “
Subsequent Events” the objective of this Statement is to establish
general standards of accounting for and disclosure of events that occur after
the balance sheet date but before financial statements are issued or are
available to be issued. In particular, this Statement sets forth: 1. the period
after the balance sheet date during which management of a reporting entity
should evaluate events or transactions that may occur for potential recognition
or disclosure in the financial statements, 2. the circumstances under which an
entity should recognize events or transactions occurring after the balance sheet
date in its financial statements and 3. the disclosures that an entity should
make about events or transactions that occurred after the
balance sheet date. In accordance with this Statement, an entity should apply
the requirements to interim or annual financial periods ending after June 15,
2009.We do not
anticipate the adoption of SFAS 165 will have a significant impact on our
financial condition or results of operations.




In July 2009,
the FASB issued SFAS 168, “The
FASB Accounting Standards Codification and Hierarchy of Generally Accepted
Accounting Principles-A Replacement of FASB Statement No. 162”. The
objective of SFAS 168 is to replace SFAS 162 and to establish the Codification
as the source of authoritative accounting principles recognized by the FASB to
be applied by nongovernmental entities in the preparation of financial
statements. The Codification is effective for financial statements for interim
or annual reporting periods ending after September 15, 2009. We do not
anticipate the adoption of SFAS 168 will have a significant impact on our
financial statements.











-34-


4.
            Related
      Parties Transactions:




From
April 2007 through December 2007 and August 2008 through April 2009, the
officers of the company provided management services to its affiliated company,
Sterling Oil & Gas Company. The Company did not record any income from
Sterling for these services.




5.
            Shareholders’
      Equity:




Private
Offerings –




In May
2008, we completed a private placement of securities and raised gross proceeds
of $500,000. We sold a total of 1,000,000 units at $.50 per unit to thirteen
(13) investors, each unit consisting of one (1) share of restricted common stock
and one (1) warrant to purchase one (1) share of restricted common stock
exercisable at $.75 per share.




In April
2008, we completed a private placement of securities and raised gross proceeds
of $500,000. We sold a total of 1,000,000 units at $.50 per unit to six (6)
investors, each unit consisting of one (1) share of restricted common stock and
one (1) warrant to purchase one (1) share of restricted common stock exercisable
at $.75 per share.





In
October 2007, we completed a private placement of securities and raised gross
proceeds of $500,000. We sold a total of 500,000 restricted shares of common
stock to one (1) investor at a price of $1.00 per share.





In
January 2007, the Company sold 2,012,000 restricted shares of its common stock
for proceeds of $1,509,000, or $0.75 per share.




From May
through July 2006, the Company sold 4,065,000 restricted shares of its common
stock for proceeds of $2,032,500, or $0.50 per share.




The
Company issued the foregoing shares of common stock as restricted securities
pursuant to the exemptions from registration contained in Regulation S of the
Securities Act of 1933 and section 4(2) of the Securities Act of 1933. Shares
sold pursuant to Regulation S were sold to non U.S. persons outside the United
States of America. Shares sold pursuant to section 4(2) of the Securities Act of
1933 were sold to persons
who receive the same information that can be found in a Form SB-2 registration
statement and were deemed sophisticated investors in that they understood our
business and were able to read and understand financial statements. Following
the above sales, the Company’s common stock increased to 31,041,000 shares
issued and outstanding.




In
accordance with EITF 00-19, “Accounting for Derivative Financial Instruments
Indexed To, and Potentially Settled In a Company’s Own Stock,” (EITF 00-19) and
the terms of the warrants and the transaction documents, the warrants were
determined to represent an equity transaction and therefore the fair value of
the warrants is included in the equity section and not separately recorded from
the common shares issued.









-35-


6.
            Stock
      Option Plan:




The
Company has adopted the 2007 Nonqualified Stock Option Plan (the “Plan”), as
amended. The Company has reserved 5,000,000 shares of common stock for the
plan.  During Fiscal Year 2008, the Company granted options to
purchase 1,860,000 shares to directors, officers, and key employees of the
Company.  Of the 1,860,000 options granted, 255,000 options were
granted with an exercise price at $.50 per share, which was below market value
of the date of grant.  The remaining options were granted with an
exercise price at the market price on the date of grant, April 30, 2008. The
options granted in Fiscal Year 2008 vested immediately (10,000 options) or
through April 30, 2009.  250,000 options were forfeited during the
year ended April 30, 2008. During Fiscal 2009the Board of Directors granted options
to purchase 1,665,000 shares to directors, officers and key employees and
consultants of the Company, effective December 31, 2008. The exercise price of
the options was $0.12, the closing price of Company shares on December 31, 2008.
The options grant on December 31, 2008 become exercisable on December 31, 2009
and expire on December 31, 2014.




The
Company uses the Black-Scholes option-pricing model to estimate the fair value
of the options at the grant and vesting date.  The fair values of
options granted and vested were calculated using the following weighted-average
assumptions:




Year
      ended
                      April
      30, 2009
                    Year
      ended
                      April
      30, 2008Expected
      dividend yield
                    –
                    –Expected
      price volatility
                    125%
                    140%-193%Risk
      free interest rate
                    1.55%
                    3.03%-4.22%Expected
      term of options (in years)
                    6
      years
                    5
      years
































F-14




-36-


A summary
of option activity under the Plan and changes during the years then ended is
presented below:




Number
                                                  of
      Shares
                                                
                                                Weighted
                                                  Average
                                                  Exercise
                                                  Price
                                                
                                                Weighted
                                                  Average
                                                  Remaining
                                                  Contractual
                                                  Term
                                                
                                                Aggregate
                                                  Intrinsic
                                                  ValueOptions
      outstanding – May 1, 2006
                                                –
                                                
                                                $    –
                                                
                                                –
                                                
                                                $                  –Granted
      during period
                                                1,550,000
                                                
                                                .50
                                                
                                                –
                                                
                                                –Exercised
      during period
                                                –
                                                
                                                –
                                                
                                                –
                                                
                                                –Forfeited
      during period
                                                –
                                                
                                                –
                                                
                                                –
                                                
                                                –Expired
      during period
                                                –
                                                
                                                –
                                                
                                                –
                                                
                                                –Options
      outstanding –April 30, 2007
                                                1,550,000
                                                
                                                .50
                                                
                                                5
                                                
                                                $3,934,172Granted
      during period
                                                1,860,000
                                                
                                                .62Exercised
      during periodForfeited
      during period
                                                (250,000)
                                                
                                                .50Expired
      during period
                                                –
                                                
                                                –
                                                
                                                –
                                                
                                                –Options
      outstanding –April 30, 2008
                                                3,160,000
                                                
                                                .56
                                                
                                                4.54
                                                
                                                $                          5,214,990Granted
      during period
                                                1,665,000
                                                
                                                .12
                                                
                                                5.00
                                                
                                                172,150Exercised
      during period
                                                –
                                                
                                                –
                                                
                                                –
                                                
                                                --Forfeited
      during period
                                                –
                                                
                                                –
                                                
                                                –
                                                
                                                –Expired
      during period
                                                –
                                                
                                                –
                                                
                                                –
                                                
                                                –Options
      outstanding –April 30, 2009
                                                4,825,000
                                                
                                                .42
                                                
                                                5.00
                                                
                                                $5,387,140Exercisable
      at April 30, 2009
                                                3,681,667
                                                
                                                $                    
      1.34
                                                
                                                5.67
                                                
                                                $              
      4,667,136







The
weighted average grant date intrinsic value of options granted during the years
ended April 30, 2009 and 2008 was $0.12 and $0.62 per share
respectively.  The weighted average remaining contractual term is five
years for all options outstanding.




As of
April 30, 2009, and 2008 the options are fully vested, however, the agreement
only allows for a certain number of options to be exercised each year through
December 31, 2014.  Due to the limitations on exercising the options,
and the fact that they would expire if the employee resigns or is terminated for
cause, the Company has treated the options as if they vest over a two-year
period.   There have been no options exercised under the terms of
the Plan.




7.
            Income
      Taxes:




The
Company has not filed its federal income tax returns for 1997 through
2002.  Upon filing of the returns adjustments may be required to the
components of the deferred tax assets and liabilities.  However, no
deferred tax benefit will be recorded as a result of a full valuation
allowance.














F-15






-37-




Deferred tax assets (liabilities) are comprised of the following:




April
      302009
                          
                          2008Deferred
      tax assets:Stock-based
      compensation
                          
                          $2,010,000
                          
                          $1,470,000Net
      operating loss and credit carryforwards
                          
                          1,184,000
                          
                          1,080,000Total
      deferred tax assets
                          
                          3,194,000
                          
                          2,550,000Valuation
      allowance
                          
                          (3,194,000)
                          
                          (2,550,000)$–
                          
                          $–







A
reconciliation of our effective tax rate to the federal statutory tax rate of
35% is as follows:




April
      302009
                      
                      2008Expected
      benefit at federal statutory rate
                      
                      (35%)
                      
                      (35%)State
      taxes net of federal benefit
                      
                      --
                      
                      (--)Permanent
      differences
                      
                      --
                      
                      .02%Change
      in rate
                      
                      --
                      
                      (1.69%)Other-true
      up rate
                      
                      10.83%
                      
                      --Change
      in valuation allowance
                      
                      24.17%
                      
                      36.67%–
                      
                      –







The
Federal net operating loss (NOL) carryforward of approximately $3,382,000 as of
April 30, 2009 expires on various dates through 2029.  Internal
Revenue Code Section 382 places a limitation on the amount of taxable
income which can be offset by NOL carryforwards after a change in control
(generally greater than 50% change in ownership) of a loss corporation. 
Generally, after a change in control, a loss corporation cannot deduct NOL
carryforwards in excess of the Section 382 limitation.  Due to these
“change in ownership” provisions, utilization of NOL carryforwards may be
subject to an annual limitation regarding their utilization against taxable
income in future periods.  We have not performed a Section 382
analysis.  However, if performed, Section 382 may be found to limit
potential future utilization of our NOL carryforwards.




We have
established a full valuation allowance against the deferred tax assets because,
based on the weight of available evidence including our continued operating
losses, it is more likely than not that all of the deferred tax assets will not
be realized.  Because of the full valuation allowance, no income tax
expense or benefit is reflected on the statement of operations.




8.   Subsequent
Event:


Effective
July 27, 2009, the Company approved the sale to Michael Schaefer of 10,000,000
units of the Company’s
securities for $.05 per unit, each unit consisting of one share of restricted
common stock and one warrant to purchase a half share of restricted common stock
exercisable for $.075 per warrant.   Mr. Schaefer is a principal
shareholder of the Company (See “Securities Ownership of Certain Beneficial
Owners and Management”).   Following the purchase, the Company
expects that Mr. Schaefer will own a total of 12,000,000 shares or approximately
28.5% of the issued and outstanding stock of the Company.   Upon
exercise of his warrants to purchase an additional 5,000,000 shares, Mr.
Schaefer would own a total of 17,000,000 shares or approximately 36.1% of the
total issued and outstanding stock of the Company.






F-16


-38-





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





In connection with changes in
accountants, there have been no reportable disagreements or reportable
events.





ITEM
9A(T).          CONTROLS AND
PROCEDURES.





Based on
an evaluation required by paragraph (b) of  §240.13a–15 of the
effectiveness of the registrant's disclosure controls and procedures (as defined
in §240.13a–15(e)), the Company’s principal executive officer and principal
financial officer concluded that, as of April 30, 2009, its disclosure controls
and procedures are effective.





Management
of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) under the
Securities Exchange Act of 1934. The framework used by management to evaluate
the effectiveness of the registrant's internal control over financial reporting
as required by paragraph (c) of §240.13a–15 is the COSO Internal Control –
Integrated Framework.  Based on management’s assessment, management
concluded that the Company internal control over financial reporting is
effective as of April 30, 2009.  This annual report does not include
an attestation report of the Company's registered public accounting firm
regarding internal control over financial reporting. Management's report is not
subject to attestation by the Company's registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that
permit the Company to provide only management's report in this annual
report.





There
were no changes in the Company’s internal control over financial reporting that
materially affected, or were reasonably likely to materially affect, the
Company’s internal control over financial reporting during the fourth quarter of
the fiscal year ended April 30, 2009.





ITEM
9B.               OTHER
INFORMATION.





None









-39-




PART
III





ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.





Each of our directors serves until his
or her successor is elected and qualified. Each of our officers is elected by
the board of directors to a term of one (1) year and serves until his or her
successor is duly elected and qualified, or until he or she is removed from
office. The board of directors has no nominating, auditing or compensation
committees.





The name, age and position of our
directors and officers is set forth below:








Name
              Age
              Position
      HeldTimothy
      G. Barritt
              59
              President,
      Principal Executive Officer, and DirectorRichard
      G. Stockdale
              65
              Vice
      President and DirectorRaymond
      P. Murphy
              50
              Chief
      Operations Officer and DirectorRichard
      G. Stifel
              62
              Secretary,
      Treasurer & Principal Financial
Officer





Our directors serve until our next
annual meeting of the stockholders and until a successor is elected and
qualified or until he or she resigns if earlier. Each Director has served since
his appointment in 2006.  The Board of Directors appoints the officers
and their terms of office are at the discretion of the Board of
Directors.





Timothy G.
Barritt - President, Principal Executive Officer, and
Director.Mr. Barritt has served as a director, president and
principal executive officer of Big Cat from January 20, 2006 to the
present.   Since 1996 Mr. Barritt has also owned and operated
TYVO, LLC which operates three portable drilling rigs in the coal bed methane
industry as well as in the water industry. Since July 2005, Mr. Barritt has been
a partner in TDR Group, LLC a Wyoming Limited Liability
corporation.   Mr. Barritt is also a director of Sterling Oil
& Gas Company, a publicly held company which files reports under the
Securities Exchange Act of 1934.





Richard G.
Stockdale – Vice President, and Director.Mr. Stockdale has
been a member of the board of directors and vice president of the Company since
2006. Since November 2002, Mr. Stockdale has owned and operated Stockdale
Consulting, LLC, which is engaged in the business of hydro-geologic
investigations, water well design, drilling supervision, well development
techniques, pump testing, water analysis, compilation of data, and publishing
reports. From January 2001 to March 2003, Mr. Stockdale was the Deputy Wyoming
State Engineer. Since July, 2005, Mr. Stockdale has been a partner in TDR Group,
LLC a Wyoming Limited Liability corporation.    Mr.
Stockdale is also a director of Sterling Oil & Gas Company, a publicly held
company which files reports under the Securities Exchange Act of
1934.





Raymond P. Murphy
– Chief Operations Officer, and Director.Mr. Murphy has been a
member of the board of directors and chief operations officer of the Company
since 2006. Since January 2003, Mr. Murphy has been an independent consulting
oil and gas geologist in Phoenix Arizona. Since July 2005, Mr. Murphy has been a
partner in TDR Group, LLC a Wyoming Limited Liability corporation. From December
1999 to November 2002, Mr. Murphy was a regulatory specialist/geo-hydrologist
for Williams Production RMT Company, Gillette, Wyoming, responsible for
permitting, reporting and compliance of byproduct water from coal bed methane
operations. Mr. Murphy is also a director of Sterling Oil & Gas Company, a
publicly held company which files reports under the Securities Exchange Act of
1934.  Mr. Murphy holds a Bachelor of Science degree in geology and
biology from Chadron State College, Chardon, Nebraska.





-40-





Richard G. Stifel
– Principal Financial Officer and Secretary.  Mr. Stifel was
appointed as Chief Financial officer of the Company in October,
2007.  From February 2007 until September 2007, he was President and
CFO of RGS Resources, LLC of Denver, Colorado.  He was also President
of RGS from June, 2001 until December 2004.  From January 2005 until
February 2007, he was the Market Leader and consultant for the Siegfried Group
of Wilmington, Delaware.  From April 1995 until June 2001, he was CFO
for MSI Technologies of Denver, Colorado.  From December 1990 until
April 1995, he was CFO and Secretary of Horizon Resources Corp., a publicly held
company of Golden, Colorado.  From June 1988 until December 1990, he
was the Western Region Finance Officer for the Alert Centre, Denver,
Colorado.  He obtained his BSBA from Colorado State University in
1969.




Charles
W. Peck and George L. Hampton III resigned as Directors of Big Cat effective
July 13, 2009 and July 9, 2009 respectively.




Change in
Control.Effective July 27, 2009, the Company approved
the sale to Michael Schaefer of 10,000,000 units of the Company’s securities for
$.05 per unit, each unit consisting of one share of restricted common stock and
one warrant to purchase a half share of restricted common stock exercisable for
$.075 per warrant.   Mr. Schaefer is a principal shareholder of
the Company (See “Securities Ownership of Certain Beneficial Owners and
Management”).   Following the purchase, the Company expects that
Mr. Schaefer will own a total of 12,000,000 shares or approximately 28.5% of the
issued and outstanding stock of the Company.   Upon exercise of
his warrants to purchase an additional 5,000,000 shares, Mr. Schaefer would own
a total of 17,000,000 shares or approximately 36.1% of the total issued and
outstanding stock of the Company.





Section 16(a) Beneficial Ownership
Reporting Compliance.Section 16(a) of the Securities
Exchange Act of 1934 requires the Company's directors and executive officers,
and persons who own more than ten percent of a registered class of the Company's
equity securities to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in ownership of equity securities of
the Company. Officers, directors and shareholders holding greater than ten
percent are required to furnish the Company with copies of all Section 16(a)
forms they file. To the Company's knowledge, based solely on review of the
copies of any such reports furnished to the Company, during the fiscal year
ended April 30, 2009, and thereafter, all Section 16(a) filing requirements
applicable to officers, directors and shareholders holding greater than ten
percent were timely met.





Code of
Ethics.The
Company has adopted a code of ethics for its principal executive officer,
principal financial officer, principal accounting officer or controller, and
persons performing similar functions.  A copy of the Code of Ethics
will be furnished upon request without charge.





Board
of Director’s Meetings and Attendance at Shareholder Meetings





The
Company does not have nominating, compensation or audit committees of the Board.
The full board conducts the function of an audit committee.  There
were 5 meetings of the Board of Directors held during the last fiscal
year.    All members of the board were in attendance at the
meetings.  The Company expects all directors to be in attendance
at shareholder meetings and attempts to schedule meetings at a time when all
directors will be able to attend, however conflicting schedules, may on occasion
preclude attendance at shareholder meetings.






-41-





Audit
Committee and Charter





The
Company's board of directors does not have an "audit  committee
financial expert," serving on its audit committee or a charter
within  the meaning of such phrases under applicable regulations of
the Securities and Exchange Commission,    However, the
board of directors believes that all members of its board are financially
literate and experienced in business matters, and that one or more members of
the board are capable of (i) understanding generally accepted accounting
principles ("GAAP") and financial statements, (ii) assessing the general
application of GAAP principles in connection with our accounting for estimates,
accruals and reserves, (iii) analyzing and evaluating our financial statements,
(iv) understanding our internal controls and procedures for financial
reporting;  and (v) understanding audit committee functions, all of
which are attributes of an audit committee financial expert.  However,
the board of directors believes that there is not any board member who has
obtained these attributes through the experience specified in the SEC's
definition of "audit committee financial expert." Further, like many small
companies, it is difficult for the Company to attract and retain board
members who qualify as "audit committee financial experts," and
competition for these individuals is significant.  The board believes
that its current board is able to fulfill its role under SEC regulations despite
not having a designated "audit committee financial expert."




Nominating
Committee




The full
board of directors of the Company functions as a nominating committee to select
potential


directors
of the Company.   The board has not specifically designated a
separate nominating committee because all members of the board of directors
desire to be involved in the selection of any new director.  The board
does not have a specific charter to govern its actions as a nominating
committee.   The board’s unwritten policy for consideration of
potential members of the board nominated by shareholders is to seriously
consider any potential board member that has personal relationships and/or
expertise that might be beneficial to the Company’s business. The Company has in
the past and expects to continue in the future to be interested in discussions
with persons interested in the Company’s business and able to make a significant
contribution to the success of the Company.




Shareholders
that desire to introduce persons to the Company’s board of directors should
contact Timothy Barritt, Principal Executive Officer and Director with any
suggestions or recommendations for director.   He may be reached
through the Company’s office telephone 307-468-9369 during regular business
hours.   A copy of the resume of any candidates should be
submitted with the inquiry.   At the present time, the Company is
not actively searching for additional members of the board, however members of
the board are interested in meeting qualified
persons.   Qualified persons normally would be persons that have
professional or technical experience in the oil and gas
industry.   The Company is especially interested in persons with
fund raising contacts or technology development
contacts.   Generally, shareholder nominees would be evaluated in
the same manner as any other nominee.  The current directors were each
originally selected as directors in 2006 at the time of a change in the business
direction of the Company.




The Board of
Directors adopted an amendment to the Bylaws of the Company on July 27,
2009.   The amendment restated Article II, Section 3 of the
Bylaws to allow additional time for regulatory review of proxy or information
statement materials in the event of a special shareholders
meeting.   The amendment also specifies that only the Board of
Directors, the Chair of the Board or the President may call a special
shareholders’ meeting.    Prior to the amendment, the Bylaws
had also permitted a vice president or the holders of 10% of the shares of the
Company to request a special meeting and did not allow sufficient time for
review of proxy or information statement material in the event of a special
meeting.  The amendment also permits the Company to adopt an amended
and restated set of Bylaws incorporating the foregoing changes into one
integrated document.











-42-








ITEM
11.                EXECUTIVE
COMPENSATION





The following table sets forth
information with respect to compensation paid by us to our officers and
directors during the three most recent fiscal years. Our fiscal year end is
April 30. This information includes the dollar value of base salaries, bonus
awards and number of stock options granted, and certain other compensation, if
any.





Summary
Compensation Table





Long
      Term CompensationAnnual
      Compensation
                Awards
                Payouts(a)
                (b)
                (c)
                (d)
                (e)
                (f)
                (g)
                (h)
                (i)OtherAnnual
                Restricted
                SecuritiesCompen-
                Stock
                Underlying
                LTIP
                All
      OtherName
      and Principal
                Fiscal
                Salary
                Bonus
                sation
                Award(s)
                Options
      /
                Payouts
                Compens-Position
      [1]
                Year
                ($)
                ($)
                ($)
                ($)
                SARs
      (#)
                ($)
                ation
      ($) [10]Timothy
      Barritt
                2009
                125,000
                0
                0
                0
                300,000
      [11]
                0
                15,596President
      & CEO
                2008
                125,000
                0
                0
                0
                300,000
      [6]
                0
                1,7332007
                88,333
                0
                0
                0
                300,000
      [1]
                0
                0Raymond
      Murphy
                2009
                125,000
                0
                0
                0
                300,000
      [12]
                0
                10,873COO
                2008
                125,000
                0
                0
                0
                300,000
      [7]
                0
                1,1702007
                88,333
                0
                0
                0
                300,000
      [2]
                0
                0Richard
      Stockdale
                2009
                125,000
                0
                0
                0
                300,000
      [13]
                0
                2,290Vice
      President
                2008
                125,000
                0
                0
                0
                300,000
      [8]
                0
                4702007
                88,333
                0
                0
                0
                300,000
      [3]
                0
                0Richard
      G. Stifel
                2009
                125,000
                0
                0
                0
                250,000
      [14]
                0
                18,649CFO
      & Secretary
                2008
                62,500
                0
                0
                0
                250,000
      [9]
                0
                1,9572007
                0
                
                
                
                250,000
      [5]Robert
      Goodale,
                2008
                62,500
                0
                0
                0
                
                0
                0Former
      CFO & Secretary
                2007
                70,625
                0
                0
                0
                250,000
      [4]
                0
                0





[1]           We
granted to Mr. Barritt stock options to purchase 300,000 shares of our common
stock on April 27, 2007 as compensation for services as our president, chief
executive officer, and director. These options are exercisable at a price of
$0.50 per share until April 27, 2012.





[2]           We
granted to Mr. Murphy stock options to purchase 300,000 shares of our common
stock on April 27, 2007 as compensation for services as our chief operating
officer, and director. These options are exercisable at a price of $0.50 per
share until April 27, 2012.







-43-


[3]           We
granted to Mr. Stockdale stock options to purchase 300,000 shares of our common
stock on April 27, 2007 as compensation for services as a Vice President and
director. These options are exercisable at a price of $0.50 per share until
April 27, 2012.





[4]           We
granted to Mr. Goodale stock options to purchase 250,000 shares of our common
stock on April 27, 2007 as compensation for services as our chief financial
officer and Secretary. Mr. Goodale resigned effective September 30, 2007 and his
stock options were cancelled effective that date.





[5]           We
granted Mr. Stifel stock options to purchase 250,000 shares of our common stock
on September 27, 2008 as part of his compensation package for becoming our chief
financial officer and Secretary. These options are exercisable at a price of
$0.50 per share until April 27, 2012.





[6]           We
granted to Mr. Barritt stock options to purchase 300,000 shares of our common
stock on April 30, 2008 as compensation for services as our president, chief
executive officer, and director. These options are exercisable at a price of
$0.62 per share until April 30, 2013.





[7]           We
granted to Mr. Murphy stock options to purchase 300,000 shares of our common
stock on April 30, 2008 as compensation for services as our chief operating
officer and director. These options are exercisable at a price of $0.62 per
share until April 30, 2013.





[8]           We
granted to Mr. Stockdale stock options to purchase 300,000 shares of our common
stock on April 30, 2008 as compensation for services as our vice president and
director. These options are exercisable at a price of $0.62 per share until
April 30, 2013.





[9]           We
granted to Mr. Stifel stock options to purchase 250,000 shares of our common
stock on April 30, 2008 as compensation for services as our chief financial
officer and secretary. These options are exercisable at a price of $0.62 per
share until April 30, 2013.





[10]         The
company pays for the officer’s health insurance, disability insurance, dental
insurance and life insurance as part of their compensation package.





[11]         We
granted to Mr. Barritt stock options to purchase 300,000 shares of our common
stock on December 31, 2008 as compensation for services as our president, chief
executive officer, and director. These options are exercisable at a price of
$0.12 per share until December 31, 2014.





[12]         We
granted to Mr. Murphy stock options to purchase 300,000 shares of our common
stock on December 31, 2008 as for services as our chief operating officer and
director. These options are exercisable at a price of $0.12 per share until
December 31, 2014.





[13]         We
granted to Mr. Stockdale stock options to purchase 300,000 shares of our common
stock on December 31, 2008 as compensation for services as our vice president
and director. These options are exercisable at a price of $0.12 per share until
December 31, 2014.





[14]         We
granted to Mr. Stifel stock options to purchase 250,000 shares of our common
stock on December 31, 2008 as compensation for services as our chief financial
officer and secretary. These options are exercisable at a price of $0.12 per
share until December 31, 2014.





-44-


Compensation Committee and Interlocks
and Insider Participation





The full
board of directors of the Company functions as a compensation
committee.  A majority of the board of directors are also employees
and executive officers of the Company.   The board has not
specifically designated a separate compensation committee due to the relatively
small size of the Company.   The board does not have a specific
charter to govern its actions as a compensation committee.








Option/SAR
Grants in the Last Fiscal Year





Name
      and
              Principal
      Position
            Number
      of
              Securities
              Underlying
              Options/SARS
              Granted
            %
      of Total
              Options/SARS
              Granted
      to
              Employees
      in
              Fiscal
      Year [1]
            Exercise
              Price
              ($/Share
            Expiration
              DateTimothy
      Barritt
              President
      & Director
            300,000
      [2]
            19.36%
            $0.12
            December
      31, 2014Raymond
      Murphy
              COO
      & Director
            300,000
      [3]
            19.36%
            $0.12
            December
      31, 2014Richard
      Stockdale
              Vice
      President & Director
            300,000
      [4]
            19.35%
            $0.12
            December
      31, 2014Richard
      Stifel
              CFO
      and Secretary
            250,000
      [5]
            16.13%
            $0.12
            December
      31, 2014





[1]           The
total number of options outstanding at April 30, 2009 was 4,825,000 which is
arrived at by calculating the total number of new options awarded to officers
and directors during the fiscal year ended April 30, 2009.





[2]           Mr.
Barritt was granted options to purchase 300,000 shares of our common stock as
compensation for services as our president, chief executive officer, and
director in 2009. None of these options have been exercised.





[3]           Mr.
Murphy was granted options to purchase 300,000 shares of our common stock as
compensation for services as our chief operating officer, and director in 2009.
None of these options have been exercised.





[4]           Mr.
Stockdale was granted options to purchase 300,000 shares of our common stock as
compensation for services as our vice president, and director in 2009. None of
these options have been exercised.




[5]           Mr.
Stifel was granted options to purchase 250,000 shares of our common stock as
compensation for services as our secretary and chief financial officer in 2009.
None of these options have been exercised.







-45-





Aggregated
Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR
Values





Name
                    Shares
      Acquired
                      on
      Exercise (#)
                    Value
      Realized ($)
                    Number
      of Securities
                      Underlying
      Unexercised
                      Options/SARs
      at FY-End (#)
                      Exercisable/
                      Unexercisable
                    
                    Value
      of
                      Unexercised
                      In-the
      Money Options/SARs at
                      FY-End
      ($) Exercisable/
                      Unexercisable(a)
                    (b)
                    (c)
                    (d)
                    
                    (e)Timothy
      Barritt
                    
                    
                    600,000
      [1]
                    
                    759,000
      [1]Chief
      Executive Officer
                    
                    
                    300,000
      [2]
                    
                    3,000
      [2]Richard
      Stifel
                    
                    
                    500,000
      [1]
                    
                    152,500
      [1]Chief
      Financial Officer
                    
                    
                    250,000[2]
                    
                    2,500
      [2]Raymond
      Murphy
                    
                    
                    600,000
      [1]
                    
                    759,000
      [1]Chief
      Operations Officer
                    
                    
                    300,000
      [2]
                    
                    3,000
      [2]Richard
      Stockdale
                    
                    
                    600,000
      [1]
                    
                    759,000
      [1]Vice-President
                    
                    
                    300,000
      [2]
                    
                    3,000
      [2]





[1]           Exercisable
options


[2]           Unexercisable
options














-46-








OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END





Name
                        Number
      of Securities Underlying Unexercised Options (#)
    Exercisable
                        Number
      of Securities Underlying Unexercised Options (#)
    Unexercisable
                        Equity
      Incentive Plan Awards: Number of Securities Underlying Unexercised
      Unearned Options (#)
                        Option
      Exercise Price
                        Option
      Expiration Date
                        Number
      of Shares or Units of Stock That Have Not Vested (#)
                        Market
      Value of Shares or Units of Stock That Have Not Vested ($)
                        Equity
      Incentive Plan Awards: Number of Unearned shares, Units or Other Rights
      That Have Not Vested(#)
                        Equity
      Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or
      Other Rights That Have Not Vested ($)(a)
                        (b)
                        (c)
                        (d)
                        (e)
                        (f)
                        (g)
                        (h)
                        (i)
                        (j)Timothy
      Barritt Principal Executive Officer
                        300,000
                          300,000
                          --
                        --
                          --
                          300,000
                        
                        0.50
                          0.62
                          0.12
                        4/27/2012
                          4/30/2013
                          12/31/2014Richard
      Stifel Principal Financial Officer
                        250,000
                          250,000
                          --
                        --
                          --
                          250,000
                        
                        0.50
                          0.62
                          0.12
                        4/27/2012
                          4/30/2013
                          12/31/2014Raymond
      Murphy
                          Chief
      Operations Officer
                        300,000
                          300,000
                          --
                        --
                          --
                          300,000
                        
                        0.50
                          0.62
                          0.12
                        4/27/2012
                          4/30/2013
                          12/31/2014Richard
      Stockdale
                          Vice-President
                        300,000
                          300,000
                          --
                        --
                          --
                          300,000
                        
                        0.50
                          0.62
                          0.12
                        4/27/2012
                          4/30/2013
                          12/31/2014








During the fiscal year ended April 30,
2009, no stock options were exercised by our executive officers or
directors.    See narrative disclosure regarding the option
plan under “Equity Compensation Plan Information 2007 Nonqualified Stock Option
Plan” for additional information regarding the 2007 Nonqualified Stock Option
Plan.







-47-


Long-Term
Incentive Plan Awards





We do not have any long-term incentive
plans.





Compensation
of Directors





The following table sets forth
information with respect to compensation paid by us to our directors, for their
service as such, during the last completed fiscal year. Our fiscal year end is
April 30. This information includes the dollar value of base salaries, bonus
awards and number of stock options granted, and certain other compensation, if
any.





Director
Compensation Table


Long
      Term CompensationAnnual
      Compensation
              Awards
              Payouts(a)
              (b)
              (c)
              (d)
              (e)
              (f)
              (g)
              (h)OtherAnnual
              Restricted
              SecuritiesFees
              
              Compen-
              Stock
              Underlying
              LTIP
              All
      OtherName
      and Principal
              Earned
              Bonus
              sation
              Award(s)
              Options
      /
              Payouts
              CompensPosition
              ($)
              ($)
              ($)
              ($)
              SARs
      (#)
              ($)
              ation
      ($)Timothy
      Barritt
              0
              0
              0
              0
              0
              0
              00Raymond
      Murphy
              0
              0
              0
              0
              
              0
              0Richard
      Stockdale
              0
              0
              0
              0
              0
              0
              0







Directors are also entitled to
reimbursement for reasonable travel and other out-of-pocket expenses incurred in
connection with attendance at meetings of our board of directors. Our board of
directors may award special remuneration to any director undertaking any special
services on our behalf other than services ordinarily required of a
director.







-48-


Indemnification





Under our Articles of Incorporation and
Bylaws of the corporation, we may indemnify an officer or director who is made a
party to any proceeding, including a law suit, because of his position, if he
acted in good faith and in a manner he reasonably believed to be in our best
interest. We may advance expenses incurred in defending a proceeding. To the
extent that the officer or director is successful on the merits in a proceeding
as to which he is to be indemnified, we must indemnify him against all expenses
incurred, including attorney's fees. With respect to a derivative action,
indemnity may be made only for expenses actually and reasonably incurred in
defending the proceeding, and if the officer or director is judged liable, only
by a court order. The indemnification is intended to be to the fullest extent
permitted by the laws of the State of Nevada.





Regarding indemnification for
liabilities arising under the Securities Act of 1933, which may be permitted to
directors or officers under Nevada law, we are informed that, in the opinion of
the Securities and Exchange Commission, indemnification is against public
policy, as expressed in the Act and is, therefore, unenforceable.





ITEM
      12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
  MANAGEMENT.





The following table sets forth, as of
the date of this annual report, the total number of shares owned beneficially by
each of our directors, officers and key employees, individually and as a group,
and the present owners of 5% or more of our total outstanding shares. The
stockholders listed below have direct ownership of his/her shares and possess
sole voting and dispositive power with respect to the shares.




Name
      and Address of
                Title
      of
                Amount
      and Nature of
                Percentage
      ofBeneficial
      Owner
                Class
                Beneficial
      Ownership [1]
                Ownership
      [2]Timothy
      Barritt
                common
      stock
                3,600,000
      [3]
                8.11%201
      W. Lakeway, Suite 1000Gillette,
      WY 82718Raymond
      Murphy
                common
      stock
                3,600,000
      [4]
                8.11%201
      W. Lakeway, Suite 1000Gillette,
      WY 82718Richard
      Stockdale
                common
      stock
                3,600,000
      [5]
                8.11%201
      W. Lakeway, Suite 1000Gillette,
      WY 82718Richard
      G. Stifel
                Common
      stock
                530,000
      [6]
                1.20%201
      W. Lakeway, Ste 1000Gillette,
      WY 82718All
      officers and directors as
                
                11,220,000
                25.30%a
      group (4 Individuals)Coalton
      Schaefer
                Common
      stock
                2,468,500
                5.57%3181
      HWY 14-16 EASTClermont,
      WY 82835Michael
      Schaefer
                Common
      stock
                12,000,000
      [7]
                27.06%25
      Burger LaneBuffalo,
      WY 82834










-49-


[1]           Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with
respect to securities. Shares of common stock subject to options or warrants
currently exercisable or convertible, or exercisable or convertible within 60
days of July 29, 2008 are deemed outstanding for computing the percentage of the
person holding such option or warrant but are not deemed outstanding for
computing the percentage of any other person.





[2]           Percentage
based on 42,041,000 shares of common stock outstanding on July 29, 2009
plus additional shares for options above.





[3]           Includes
600,000 options currently exercisable.





[4]           Includes
600,000 options currently exercisable.





[5]           Includes
600,000 options currently exercisable.





[6]           Includes
500,000 options currently exercisable.




[7]           Michael
Schaefer has warrants to purchase 5,000,000 shares at $0.15 that expire July
2012


ITEM 13.
            CERTAIN RELATIONSHIPS AND
      RELATED TRANSACTIONS AND DIRECTOR
  INDEPENDENCE.




On May 1, 2007, Big Cat Energy
Corporation formed a subsidiary, Sterling Oil & Gas Company
“Sterling”).   Big Cat then transferred its unevaluated oil and
gas properties, consisting of various mineral leases and related costs, to
Sterling in return for 10 million shares of Sterling restricted common
stock.    Effective April 2, 2008, Big Cat Energy
Corporation, the then 66.67% parent of Sterling spun off the 10,000,000 shares
of Sterling it owned pro rata to its existing shareholders.   Pursuant
to the spin-off, Messrs. Barritt, Stockdale and Murphy each received
approximately 988,634 shares of Sterling common stock.




From April
2007 through December 2007 and August 2008 through April 2009, the officers of
the company provided management services to it then subsidiary, Sterling Oil
& Gas Company. The Company did not record any income from Sterling for these
services.


On
July 27, 2009 the Board of Directors approved deferral and accrual of certain
salaries in order to reduce cash flow requirements of the
Company.   As a result of the resolution, each of Messrs. Barritt
(President and Director), Murphy (COO and Director) and Stifel (CFO) will defer
$40,000 in salary per year ($3,333 per month) pursuant to a Deferred Salary
Agreement and a Security Agreement.   Payment of the accruals and
deferrals is secured by the patents and intellectual property of the Company and
the ARID tool inventory.









-50-


ITEM
14.                PRINCIPAL
ACCOUNTING FEES AND SERVICES





(1)
Audit Fees





The aggregate fees billed for each of
the last two fiscal years for professional services rendered by the principal
accountant for our audit of annual financial statements and review of financial
statements included in our Form 10-K or services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for those fiscal years was:




2009
            $
            36,641.00
            
            Hein
      & Associates LLP, Certified Public Accountants2008
            $
            55,585.00
            
            Hein
      & Associates LLP, Certified Public
  Accountants





2009
            $
            9,286.00
            
            Eide
      Bailly, LLP, Certified Public Accountant2008
            $
            0.00
            
            Eide
      Bailly LLP, Certified Public
Accountants








(2)
Audit-Related Fees





The aggregate fees billed in each of
the last two fiscal years for assurance and related services by the principal
accountants that are reasonably related to the performance of the audit or
review of our financial statements and are not reported in the preceding
paragraph:




2009
            $
            0.00
            
            Hein
      & Associates LLP, Certified Public Accountants2008
            $
            0.00
            
            Hein
      & Associates LLP, Certified Public
  Accountants





2009
            $
            0.00
            
            Eide
      Bailly, LLP, Certified Public Accountant2008
            $
            0.00
            
            Eide
      Bailly LLP, Certified Public
Accountants





(3)
Tax Fees





The aggregate fees billed in each of
the last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning was:




2009
            $
            0.00
            
            Hein
      & Associates LLP, Certified Public Accountants2008
            $
            0.00
            
            Hein
      & Associates LLP, Certified Public
  Accountants








2009
            $
            0.00
            
            Eide
      Bailly, LLP, Certified Public Accountant2008
            $
            0.00
            
            Eide
      Bailly LLP, Certified Public
Accountants








(4)
All Other Fees





The aggregate fees billed in each of
the last two fiscal years for the products and services provided by the
principal accountant, other than the services reported in paragraphs (1), (2),
and (3) was:




2009
            $
            0.00
            
            Hein
      & Associates LLP, Certified Public Accountants2008
            $
            0.00
            
            Hein
      & Associates LLP, Certified Public
  Accountants





2009
            $
            0.00
            
            Eide
      Bailly, LLP, Certified Public Accountant2008
            $
            0.00
            
            Eide
      Bailly LLP, Certified Public
Accountants











(5) Our board of director functioning
as an audit committee pre-approval policies and procedures described in
paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee
pre-approves all accounting related activities prior to the performance of any
services by any accountant or auditor.





(6) The percentage of hours expended on
the principal accountant’s engagement to audit our financial statements for the
most recent fiscal year that were attributed to work performed by persons other
than the principal accountant’s full time, permanent employees was
0%.








-51-





PART
IV





ITEM
      15.
            EXHIBITS.





(1)  Financial
Statements





The
financial statements of Big Cat Energy Corporation and the independent
registered public accounting firms report dated July 28, 2008 and July 15,
2009, are incorporated in Item 8 of this report.





(3) Exhibits Required by Item 601 of
Regulation SK





The
following exhibits are filed with this Form 10-K:








Exhibit
    No.
              Document
      Description3.3
              Amendment
      Number One to Bylaws of the Company31.1
              Certification
      of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
      promulgated under the Securities and Exchange Act of 1934, as
      amended.31.2
              Certification
      of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
      promulgated under the Securities and Exchange Act of 1934, as
      amended.32.1
              Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002 (Chief Executive
  Officer).32.2
              Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002 (Chief Financial
  Officer).





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SIGNATURES





In accordance with Section 13 or 15(d)
of the Securities and Exchange Act, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized, on
this 28th day of July, 2009.





BIG
      CAT ENERGY CORPORATIONBY:
            TIMOTHY
      BARRITTTimothy
      Barritt, President and Principal  Executive
    OfficerBY:
            RICHARD
      STIFELRichard
      G. Stifel, Principal Accounting Officer and Principal Financial
      Officer





Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the
following person on behalf of the Registrant and in the capacities.





Signature
            Title
            DateTIMOTHY
      BARRITT
            President,
      Principal Executive Officer,
            July
      28, 2009Timothy
      Barritt
            and
      a member of the Board of DirectorsChief
      Operations Officer, andRAYMOND
      MURPHY
            a
      member of the Board of Directors
            July
      28, 2009Raymond
      MurphyRICHARD
      STOCKDALE
            Vice
      President, and a member of the
            July
      28, 2009Richard
      G. Stockdale
            Board
      of Directors





























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