UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-K


(Mark
One)


√  ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934


For the
fiscal year ended April 30, 2010





TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934


For 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:




Name
of Each Exchange Title of
Each Class on which Registered


Common
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


1





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, $2,557,152





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: 43,481,000 shares of common stock,
$.0001 par value as of August 6, 2010





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
            14Item
      3.   Legal Proceedings
            14PART
      IIItem
      5.   Market for Common Stock and Related Stockholder
      Matters
            14Item
      7.   Managements’ Discussion and Analysis of Financial
      Condition, Results of Operations and Plan of Operation
            18Item
      8.   Financial Statements
            23Item
      9.   Changes in and Disagreements with Accountants on
      Accounting and Financial Disclosure
            38Item
      9A (T). Controls and Procedures
            38Item
      9B. Other Information
            38PART
      IIIItem
      10.   Directors, Executive Officers and Corporate
      Governance
            38Item
      11.   Executive Compensation
            42Item
      12.  Security Ownership of Certain Beneficial Owners, Management
      and Related Stockholder Matters
            48Item
      13.   Certain Relationships and Related Transactions and
      Director Independence
            49Item
      14.   Principal Accounting Fees and
Services
            49PART
      IVItem
      15.   Exhibits
            51Signatures
            52


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 thirteen (13)
ARID tools which are installed or will be installed at various locations in
Wyoming.





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.





4


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.





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.
Presently, there are no other competitors who are providing in bore water
reinjection.





5


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 $22,500-$34,500 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.





6


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
distribution contract with Universal Well Site Solutions, (“Universal”), a CBM
industry product marketer based in Oklahoma City, Oklahoma on July 1,
2009.    Under the agreement, Universal has been appointed a
distributor for the ARID tool in the selected areas of the United States. To
date the Company has not realized any sales through Universal.





Patents
and Trademarks





Patent
Status:





In the
United States Big Cat has two pending regular patent applications before the
United States Patent Office (“USPTO”).   The first application
claims the use of a single device for water handling in a well bore and the
second application claims the use of multiple devices for water handling in a
well bore.  We have not yet received the first office action on the first
application. We would expect to receive the first office action within the next
couple of months.  In the second patent application, we have received a
first office actions and our response has overcome the initial concerns cited by
the USPTO.  We have also received a second action on the merits and have
submitted our response.





In
Europe, Big Cat has one pending regular patent application.  We have
received and responded to the first office action in that matter and are
responding to the second action from the European Patent Office.





In
Canada, Big Cat has one pending regular patent application.  We have
received the first office action in that matter and have responded to that
action.





In
Australia, Big Cat has one pending regular patent application.  We have
demanded normal examination of the application and should shortly receive a
first action on the merits.





Trademark
Status:





In the
United States, the Certification of Registration for the ARID mark was issued on
January 12, 2010 and will remain in effect for 10 years.





7


Also, in
the United States, the word mark BIG CAT and the BIG CAT ENERGY CORP. &
Design marks have been opposed by Caterpillar Inc. on grounds of likelihood of
confusion with and dilution of Caterpillar’s CAT mark.  The opposition
proceeding is in the discovery phase at present. Once sufficient discovery has
taken place so that the parties can better assess the matter, we will determine
whether settlement is an option.  The discovery period is currently set to
close in October 2010.


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 adapting the ARID system
for use in the coal mining industry. We have also developed a 5 1/2” tool for
use in New Mexico and Colorado. Our R&D costs were $1,991 for the year ended
April 30, 2010 compared to $12,019 in the year ended April 30,
2009.





Employees





We are a development stage company and
have four full time employees and two part 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 Aurora,
Colorado located at 24065 E. Wagontrail Ave. Our telephone number at that
location is (303) 358-3840.





We believe that our current office
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.








8


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.





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;


9


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.





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:





Risks
Associated with Our Business





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
of substantial doubt about our ability to continue as a going
concern.





To date our operations have not
generated sufficient operating cash flows to provide working capital necessary
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 achieve a sufficient volume of sales
of the ARID tool  and we may not achieve profitability from operations
in the near future or at all.





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 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.





Our net loss since inception is
$11,009,741, which includes $5,865,190 of non cash stock compensation expense.
Our ability to achieve and maintain profitability and positive cash flow is
dependent upon:


10





*
            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;





If we do not
attract additional 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 a limited number of customers.
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.





Applicable
laws and regulations impose requirements for effective disclosure and accounting
controls and  any violations could result in fines, penalties and
assessments against us.





Our officers and directors are
responsible for monitoring of the accounting controls under the Sarbanes Oxley
Act of 2002 and 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 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 personnel could have a material adverse effect on our ability to
timely execute our business plan.


11





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.





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





We have relied primarily on the sale of
equity investments 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 ARID 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.


12





Risks
Associated With Our Securities:





Because
US law and regulation 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. As a result, 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. As such,
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.





13


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.





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 office 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 Aurora,
Colorado, located at 24065 E. Wagontrail Ave.. 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.





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.





14


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





HIGH
      ($)
            LOW
      ($)2010
              02/01/10
      – 04 30/10
              11/01/09
      – 01/31/10
              
              2009
              08/01/09
      – 10/31/09
              05/01/09
      -  07/31/09
              02/01/08
      – 04 30/09
              11/01/08
      – 01/31/09
              
              
              2008
              08/01/08
      – 10/31/08
              05/01/08
      -  07/31/08
              02/01/08
      – 04/30/08
              11/01/07
      – 01/31/08
            $0.23
              $0.21
              
              
              $0.50
              $0.20
              $0.30
              $0.36
              
              
              
              $0.72
              $0.84
              $1.18
              $1.85
            $0.04
              $0.12
              
              
              $0.115
              $0.075
              $0.10
              $0.06
              
              
              
              $.013
              $0.57
              $0.43
              $0.83





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





Holders





We estimate that we have approximately
one hundred forty four (144) shareholders of record, 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.





15


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,
2010





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]
            3,935,000
            $0.39
            1,065,000





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





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, 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.




16


During the year ended April 30, 2010,
Director’s Peck and Hampton resigned and forfeited their stock options to
acquire 600,000 shares each. The Board of Directors appointed Thomas Wharton and
David Brennan to the vacant Board seats and on January 4, 2010 granted
Director’s Wharton and Brennan options to purchase 200,000 shares each. In
addition the Board granted key employees the option to purchase 10,000 shares.
The exercise price of the options was $0.15, the closing price of Company shares
on January 4, 2010. The options granted on January 4, 2010 become exercisable on
January 4, 2011 and expire on January 4, 2015.




Recent
Sales of Unregistered Securities





During the last three years, the
Company has made the following sales of unregistered securities:




In October, 2007 the Company completed
a private placement of 500,000 shares of common stock at $1.00 per share to one
investor.




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.





In July, 2009 the Company completed the
private placement of 10,000,000 units at $.05 per unit, each unit consisting of
one restricted share of its common stock and one warrant to purchase one half
share of restricted common stock exercisable at $.075 per warrant.





In March
2010, the Company issued 240,000 shares of restricted common stock at a price of
$.05 per share, to Thomas Wharton of Wharton Consulting in lieu of payment for
consulting services for the period February 16, 2010 through March 15,
2010.   Mr. Wharton is a director of the Company.





In April 2010 the Company completed the
private placement of 1,200,000 units at $.05 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 $.15 per share.





In
accordance with FASB Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging, 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.





The above
private offerings were made in reliance on an exemption from registration in the
United States under Section 4(2) and/or Regulation D of the United States
Securities Act of 1933, as amended.





17


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 accredited investors are entities or 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 special sales practice requirements, the
broker/dealer must make a special suitability determination for the purchase and
receive the purchaser’s written agreement to the transaction prior to the sale.
Consequently, these requirements 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 the secondary
market; definitions of 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; disclosure of the broker/dealer’s 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
cases of fraud in penny stock transactions; and, FINRA’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,
2010, we raised $560,000 in private placements. As of April 30, 2010 we had
$29,461 of working capital compared to $408,845 as of April 30, 2009, 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.





18


The plan of operation discussed below
in this report for the twelve months ended April 30, 2010, 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 system to improve field use.  Currently, we have six ARID tools
operating in CBM (coal bed methane) gas well bores in the Powder River Basin of
Wyoming and have leased another seven to be installed in 2010.





We are
adapting the ARID system for use in the coal mining industry. We have also
developed a 5 1/2” tool for use in New Mexico and Colorado. Our R&D costs
were $1,991 for the year ended April 30, 2010 compared to $12,019 in the year
ended April 30, 2009.





Big Cat has received requests for
proposals from major coal bed methane operators (CBM/CSNG) in Wyoming and
Montana.  Acceptance of any of Big Cat’s proposals would substantially
increase the Company’s sales and cash flow.  Further, the ARID In-bore
Aquifer Recharge Injection System has been selected as the water handling
component for a proof of concept project to enhance the public water supply in
the Southwestern United States. The project team includes, among others, a major
university and a US Federal Agency. The project involves the collection and
re-injection of a combined solution of treated brine water and drinking water
into existing drinking water aquifers to enhance and preserve the public
drinking water supply for future use.





Big Cat
is also in discussions with a service provider in Australia to evaluate the use
of the ARID System for handling Coal Seam Natural Gas produced water in
Australia prior to major CSNG development in that Country.





If final
contracts are achieved for one or more of these projects, fulfillment of the
above proposals and new business opportunities may require additional working
capital. The Company is currently exploring potential financing options,
including private placement and debt opportunities, to provide for the Company’s
potential future cash flow requirements.





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.





19


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.





Results
of operations





For
the year ended April 30, 2010 compared to the year ended April 30,
2009





We reported a net loss of $1,050,294
for the year ended April 30, 2010 compared to a net loss for the year ended
April 30, 2009 of $2,664,180. The net loss for the year ended April 30, 2010
contains a non-cash charge of $121,565 related to the issuance of stock options
to management compared to a $1,543,625 non-cash charge related to the issuance
of stock options to management for the same period in 2009.





We recorded personnel costs of $530,949
during the year ended April 30, 2010, as compared to $2,133,219 during the same
period in 2009, which included stock based compensation charge of $104,565 for
the year ended April 30, 2010, compared with $1,513,358 for the same period in
2009.





We incurred professional fees of
$111,951 during the year ended April 30, 2010, as compared to $177,210 during
the same period 2009. Professional fees reflect legal and accounting fees
incurred for regulatory filings.





We had selling expense of $392,024 for
the year ended April 30, 2010 compared to $316,686 for the same period in 2009.
Selling expense included sales salaries, sales related support, commissions
paid, marketing consulting fees, advertising and marketing costs.





Our other general and administrative
costs were $107,836 during the year ended April 30, 2010, as compared to
$127,282 during the same period in 2009. The major components of other general
and administrative costs are insurance and marketing expenses in both
years.





Liquidity
and Capital Resources





Cash used in operating activities was
$453,830 for the fiscal year ended April 30, 2010, and $360,626 for the fiscal
year ended April 30, 2009. In the fiscal year ended April 30, 2010 cash used in
operations was principally our net loss less our non-cash compensation expense
of $121,565 and cash provided by trading securities of $356,457. For the fiscal
year ended April 30, 2009 cash used in operations was principally from our net
loss less non-cash compensation expense of $1,543,625 and net cash provided by
trading securities of $709,494.





Cash flows used in investing activities
were $31,103 for the fiscal year ended April 30, 2010, and $26,925 cash flow
used in investing activities for fiscal year ended April 30, 2009.





20


Cash flows from financing activities
were $560,000 for the fiscal year ended April 30, 2010, and $500,000 for the
fiscal year ended April 30, 2010. For the fiscal years ended April 30, 2010 and
2009, cash from financing was principally from the private placements of our
stock.





In April 2010 the Company completed the
private placement of 1,200,000 units at $.05 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 $.15 per share.





In March 2010, the Company issued
240,000 shares of restricted common stock at a price of $.05 per share, to
Thomas Wharton, Wharton Consulting in lieu of payment for consulting services
for the period February 16, 2010 through March 15, 2010.   Thomas
Wharton is a Director of the Company.





In July,
2009 the Company completed the private placement of 10,000,000 units at $.05 per
unit, each unit consisting of one restricted share of its common stock and one
warrant to purchase one half share of restricted common stock exercisable at
$.075 per warrant.





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.





In
accordance with ASC 815, Derivatives and Hedging, 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.





The above
private offerings were made in reliance on an exemption from registration in the
United States under Section 4(2) and/or Regulation D of the United States
Securities Act of 1933, as amended.





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 any oil and gas reserves, 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.





21


Equity
Based Compensation





On
January 1, 2006, we adopted ASC 718, Compensation-Stock
Compensation, which requires the measurement and recognition of
compensation expense for all share-based payment awards made to employees and
directors including employee stock options based on estimated fair
value.





ASC 718
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 ASC 718, we had no stock-based compensation awarded to employees and
directors.





Recent
Pronouncements





In June
2009, FASB approved the FASB Accounting Standards Codification ("the
Codification") as the single source of authoritative nongovernmental GAAP. All
existing accounting standard documents, such as FASB, American Institute of
Certified Public Accountants, Emerging Issues Task Force and other related
literature, excluding guidance from the Securities and Exchange Commission
("SEC"), have been superseded by the Codification. All other non-grandfathered,
non-SEC accounting literature not included in the Codification has become
non-authoritative. The Codification did not change GAAP, but instead introduced
a new structure that combines all authoritative standards into a comprehensive,
topically organized online database. The Codification is effective for interim
or annual periods ending after September 15, 2009, and impacts our
financial statements as all future references to authoritative accounting
literature will be referenced in accordance with the Codification. There have
been no changes to the content of the Company's financial statements or
disclosures as a result of implementing the Codification.





As a
result of our implementation of the Codification during fiscal 2010, previous
references to new accounting standards and literature are no longer
applicable.





We have
reviewed all recently issued, but not yet effective, accounting pronouncements
and do not believe the future adoption of any such pronouncements may be
expected to cause a material impact on our financial condition or the results of
our operations.





Off
Balance Sheet Arrangements.





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








22


ITEM
8                      FINANCIAL
STATEMENTS.





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











23


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, 2010 and 2009, and the related
statements of operations, stockholders’ equity, and cash flows for years then
ended and the cumulative period from June 19, 1997 (inception) to April 30,
2010. 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 audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits 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 audits 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, 2010 and 2009, and the results of its operations and its cash flows
for the years then ended, 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
stockholders’ equity of the amounts as presented for the year ending April 30,
2010 and 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, 2008.





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.





/s/
Eide Bailly LLP


Greenwood
Village, Colorado


August 3,
2010





F -
1


BIG
CAT ENERGY CORPORATION


(A
Development Stage Company)





BALANCE
SHEETS








April
      30,2010
            
            
            2009ASSETSCurrent
      Assets:Cash
      and cash equivalents
            
            $
            192,312
            
            
            $
            117,245Certificates
      of deposit
            
            
            --
            
            
            
            356,487Accounts
      receivable-other
            
            
            --
            
            
            
            4,547Prepaid
      expenses and other current assets
            
            
            8,878
            
            
            
            20,840Total
      current assets
            
            
            201,190
            
            
            
            499,119Property,
      Plant and Equipment,at costEquipment
      held for sale
            
            
            20,118
            
            
            
            21,124Equipment
      installed
            
            
            7,544
            
            
            
            6,538Furniture
      and equipment, net of accumulated depreciation
            
            
            9,983
            
            
            
            12,636Total
            
            
            37,645
            
            
            
            40,298Intangible
      Assets,net
            
            
            99,465
            
            
            
            74,157Total
      Assets
            
            $
            338,300
            
            
            $
            613,574LIABILITIES AND STOCKHOLDERS’
      EQUITYCurrent
      Liabilities:Accounts
      payable and accrued liabilities
            
            $
            16,104
            
            
            $
            35,274Deferred
      salaries
            
            
            96,250
            
            
            
            --Deferred
      revenue
            
            
            59,375
            
            
            
            55,000Total
      current liabilities
            
            
            171,729
            
            
            
            90,274Stockholders’
      Equity:Common
      stock - $.0001 par value; 100,000,000 shares authorized; 43,481,000 shares
      and 32,041,000 issued and outstanding, respectively
            
            
            4,348
            
            
            
            3,204Additional
      paid-in capital
            
            
            11,171,937
            
            
            
            10,479,516Deficit
      incurred during the development stage
            
            
            (11,009,714
            )
            
            
            (9,959,420
            )Total
      stockholders’ equity
            
            
            166,571
            
            
            
            523,300Total
      Liabilities and Shareholders’ Equity
            
            $
            338,300
            
            
            $
            613,574











See
accompanying notes to financial statement.
 F -
2


BIG
CAT ENERGY CORPORATION


(A
Development Stage Company)





STATEMENT
OF OPERATIONS


FOR
THE YEARS ENDED APRIL 30, 2010 AND 2009 AND


FOR
THE PERIOD FROM INCEPTION (JUNE 19, 1997) TO APRIL 30, 2010





For
      the
              Year
      Ended April 30, 2010
            
            
            For
      the
              Year
      Ended
              April
      30, 2009
            
            
            Cumulative
      from Inception (June 19, 1997) to April 30, 2010Lease
      revenues
            
            $
            96,418
            
            
            $
            81,863
            
            
            $
            218,281Expenses:Personnel
      cost
            
            
            530,949
            
            
            
            2,133,219
            
            
            
            8,162,580Professional
      fees
            
            
            111,951
            
            
            
            177,210
            
            
            
            723,648Research
      and development
            
            
            1,991
            
            
            
            12,019
            
            
            
            14,010Selling
      expense
            
            
            392,024
            
            
            
            316,686
            
            
            
            847,768Depreciation
      and amortization
            
            
            8,448
            
            
            
            11,018
            
            
            
            22,028Other
      operating supplies
            
            
            1,930
            
            
            
            245
            
            
            
            4,665Other
      general and administrative
            
            
            107,836
            
            
            
            127,282
            
            
            
            626,882Operating
      Loss
            
            
            (1,058,711
            )
            
            
            (2,695,816
            )
            
            
            (10,183,300
            )Other
      Income (Expense):Interest
      income
            
            
            8,417
            
            
            
            31,636
            
            
            
            123,767Loss
      on valuation of Sterling private placement
            
            
            --
            
            
            
            --
            
            
            
            (433,000
            )8,417
            
            
            
            31,636
            
            
            
            (309,233
            )Loss
      Before Discontinued Operations
            
            
            (1,050,294
            )
            
            
            (2,664,180
            )
            
            
            (10,492,533
            )Loss
      on Discontinued Operations of Sterling Oil and Gas(net of
      non-controlling  interest of $258,587)
            
            
            --
            
            
            
            --
            
            
            
            (517,181
            )Net
      Loss
            
            $
            (1,050,294
            )
            
            $
            (2,664,180
            )
            
            $
            (11,009,714
            )Net
      loss per share before discontinued operations
            
            $
            (.03
            )
            
            $
            (.08
            )Net
      loss per share
            
            $
            (.03
            )
            
            $
            (.08
            )Weighed
      average number of common shares outstanding – basic and
      diluted
            
            
            39,714,425
            
            
            
            32,038,260








See
accompanying notes to financial statement.
 F -
3


BIG
CAT ENERGY CORPORATION


(A
Development Stage Company)





STATEMENT
OF CHANGES IN SHAREHOLDERS’ EQUITY





FOR
THE PERIOD FROM INCEPTION (JUNE 19, 1997) TO APRIL 30, 2010





DeficitIncurredCommon
      Stock
              
              
              
              
              
              DuringShares
              
              
              Par
      value $.0001
              
              
              Additional
      Paid-in Capital
              
              
              Development
      Stage
              
              
              TotalBalance,
      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
              
              
              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 2008) 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
              )
              
              
              523,300Sale
      of units (July 2009) at $0.05 per unit
              
              
              10,000,000
              
              
              
              1000
              
              
              
              499,000
              
              
              
              --
              
              
              
              500,000Sale
      of units (April 2010) at $0.05 per unit
              
              
              1,200,000
              
              
              
              120
              
              
              
              59,880
              
              
              
              
              
              
              
              60,000Stock
      in lieu of payment at $0.05 per share
              
              
              240
      000
              
              
              
              24
              
              
              
              11,976
              
              
              
              
              
              
              
              12,000Stock
      based compensation
              
              
              --
              
              
              
              --
              
              
              
              121,565
              
              
              
              --
              
              
              
              121,565Net
      loss
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              
              (1,050,294
              )
              
              
              (1,050,294
              )Balance, April 30,
      2010
              
              
              43,481,000
              
              
              $
              4,348
              
              
              $
              11,171,937
              
              
              $
              (11,009,714
              )
              
              $
              166,571








See
accompanying notes to financial statement.
 F -
4


BIG
CAT ENERGY CORPORATION


(A
Development Stage Company)





STATEMENT
OF CASH FLOWS


FOR
THE YEARS ENDED APRIL 30, 2010 AND 2009


AND
FOR THE PERIOD FROM INCEPTION (JUNE 19, 1997) TO APRIL 30, 2010





2010
            
            
            2009
            
            
            Cumulative
      from Inception (June 19, 1997) to
              April
      30, 2010Cash
      Flows from Operating Activities:Net
      loss
            
            $
            (1,050,294
            )
            
            $
            (2,664,180
            )
            
            $
            (11,009,714
            )Adjustments
      to reconcile net loss to net cash provided by
      operating activities:Depletion,
      depreciation and amortization
            
            
            8,448
            
            
            
            11,018
            
            
            
            22,028Stock
      based compensation
            
            
            121,565
            
            
            
            1,543,625
            
            
            
            5,865,190Stock
      issued for consulting services
            
            
            12,000
            
            
            
            --
            
            
            
            12,000Contributed
      services and other
            
            
            --
            
            
            
            –
            
            
            
            10,425Cash
      flow from discontinued operations
            
            
            --
            
            
            
            --
            
            
            
            833,369Changes
      in operating assets and liabilities:Accounts
      receivable-other
            
            
            4,547
            
            
            
            (1,431
            )
            
            
            --Trading
      securities
            
            
            356,487
            
            
            
            709,494
            
            
            
            --Prepaid
      and other
            
            
            11,962
            
            
            
            2,641
            
            
            
            (8,878
            )Deferred
      revenue
            
            
            4,375
            
            
            
            5,000
            
            
            
            59,375Deferred
      salaries
            
            
            96,250
            
            
            
            --
            
            
            
            96,250Payables
      and accrued liabilities
            
            
            (19,170
            )
            
            
            33,207
            
            
            
            16,104Net
      cash (used in) operating activities
            
            
            (453,830
            )
            
            
            (360,626
            )
            
            
            (4,103,851
            )Cash
      Flows from Investing Activities:Purchase
      of unproved oil and gas properties
            
            
            --
            
            
            
            --
            
            
            
            (1,794,231
            )Purchase
      of equipment
            
            
            (995
            )
            
            
            (6,639
            )
            
            
            (18,941
            )Purchases
      of equipment held for sale
            
            
            --
            
            
            
            --
            
            
            
            (27,662
            )Intangible
      assets
            
            
            (30,108
            )
            
            
            (20,286
            )
            
            
            (88,546
            )Cash
      flow used in discontinued operations
            
            
            --
            
            
            
            --
            
            
            
            (133,757
            )Net
      cash provided by (used in) investing activities
            
            
            (31,103
            )
            
            
            (26,925
            )
            
            
            (2,063,137
            )Cash
      Flows from Financing Activities:Proceeds
      from sale of common stock
            
            
            560,000
            
            
            
            500,000
            
            
            
            6,107,901Cash
      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
            
            
            --
            
            
            
            --
            
            
            
            250,569Net
      cash provided by financing activities
            
            
            560,000
            
            
            
            500,000
            
            
            
            6,359,300Net
      Increase (Decrease) in Cash and Cash Equivalents
            
            
            75,067
            
            
            
            112,449
            
            
            
            192,312Cash
      and Equivalents, at beginning of period
            
            
            117,245
            
            
            
            4,796
            
            
            
            --Cash
      and Equivalents, at end of period
            
            $
            192,312
            
            
            $
            117,245
            
            
            $
            192,312Non-Cash
      Transaction:Spin
      off of Sterling subsidiary
            
            $
            --
            
            
            $
            --
            
            
            $
            1,794,231Forgiveness
      of debt by related party, accounted for as capital
    contributed
            
            $
            --
            
            
            $
            –
            
            
            $
            22,582Stock
      issued to related party for ARID technology
            
            $
            --
            
            
            $
            –
            
            
            $
            23,990












See
accompanying notes to financial statement.
 F -
5


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.  The Company is in the
development stage in accordance with FASB Accounting Standards Codification
(“ASC”) 915, Development Stage
Entities. The Company has been in the development stage since inception
and has yet to generate any significant revenue-producing operations. Activities
since its inception have primarily involved its organization, development of the
Company and more recently, its ARID initiative.




2.
            Liquidity:






Going
Concern – As of April 30, 2010 the Company had working capital of $29,461
and stockholders’ equity of $166,571.  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 and realization of substantial
leases.  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 and assumptions 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.




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.





Advertising-The
Company expenses advertising costs as they are incurred.














F -
6


Intangible
Assets – The Company capitalized the costs to patent the ARID process and
ARID trademark. These costs are being amortized over the life, twenty (20)
years, of the patents on a straight line basis. The intangibles serve as
collateral for the accrued deferred salaries.  The Company expects to
record amortization expense for subsequent period as follows





FY
2011                      $5,627


FY
2012                      $5,627


FY
2013                      $5,627


FY
2014                      $5,627


FY
2015                      $5,627


Thereafter                      $71,329





Concentrations
of Credit Risk – The Company’s cash equivalents and accounts receivable
are exposed to concentrations of credit risk.  The Company manages and
controls this risk by investing the cash equivalents with major financial
institutions and by closely monitoring the collection of accounts
receivable.




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 three customers as of April 30, 2010
compared to one customer as of April 30, 2009.




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.





We
adopted ASC 740, Income
Taxes as of April 1, 2008. This topic provides detailed guidance for the
financial statement recognition, measurement and disclosure of uncertain tax
positions recognized in the financial statements. Tax positions must meet a
"more-likely-than-not" recognition threshold at the effective date to be
recognized upon the adoption of ASC 740 and in subsequent periods. We have
identified no significant uncertain tax positions as of April 30, 2010 or 2009.
The cumulative effect of adopting ASC 740 has not resulted in a 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, 2010 or 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 due to the short term nature of these balances.








F -
7


Fair
Value Measurements are determined by the Company’s adoption of ASC 820 Fair Market Measurement and
Disclosures as of May 1, 2008, including the application of the statement
to non-recurring, non-financial assets and liabilities. The adoption of ASC 820
did not have a material impact on the Company’s fair value measurements. ASC 820
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. ASC 820 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,





ASC 820
requires the use of observable market data if such data is available without
undue cost and effect.





Fair
      Value Measurements at Reporting Date UsingDescription
            April
      30, 2009
            Quoted
      Prices in Active Markets for Identical Assets
              (Level
      1)
            Significant
      Other Observable Inputs
              
              (Level
      2)
            Significant
      Unobservable Inputs
              (Level
      3)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 ASC 718, Compensation-Stock 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 for stock-based compensation for the year ended April 30, 2010
of $121,565 compared to $1,543,625 for the year ended April30,
2009.




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 $1,991 of research and development
costs for the year ended April 30, 2010, compared to research and development
expenses of $12,019 for the year ended April 30, 2009.




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.









F -
8


As of
April 30, 2010 the Company had 43,481,000 shares of common stock outstanding and
options to purchase 12,235,000 shares issued that would be potentially dilutive.
At April 30, 2009, the Company had 32,041,000 shares of common stock
outstanding.  The Company has options to purchase 6,725,000 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.




Other
Comprehensive Income – The Company does not have any items of other
comprehensive income for the years ended April 30, 2010 and
2009.  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, 2010 the
Company recorded $59,375 as Other Current Liabilities for deferred revenue
compared to $55,000 at April 30, 2009, 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.




Recent
Pronouncements





In June
2009, FASB approved the FASB Accounting Standards Codification ("the
Codification") as the single source of authoritative nongovernmental GAAP. All
existing accounting standard documents, such as FASB, American Institute of
Certified Public Accountants, Emerging Issues Task Force and other related
literature, excluding guidance from the Securities and Exchange Commission
("SEC"), have been superseded by the Codification. All other non-grandfathered,
non-SEC accounting literature not included in the Codification has become
non-authoritative. The Codification did not change GAAP, but instead introduced
a new structure that combines all authoritative standards into a comprehensive,
topically organized online database. The Codification is effective for interim
or annual periods ending after September 15, 2009, and impacts our
financial statements as all future references to authoritative accounting
literature will be referenced in accordance with the Codification. There have
been no changes to the content of the Company's financial statements or
disclosures as a result of implementing the Codification.





As a
result of our implementation of the Codification during fiscal 2010, previous
references to new accounting standards and literature are no longer
applicable.





We have
reviewed all recently issued, but not yet effective, accounting pronouncements
and do not believe the future adoption of any such pronouncements may be
expected to cause a material impact on our financial condition or the results of
our operations.








F -
9


4.
            Related
      Party Transactions:




For year
ended April, 30 2010 and 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. The Company also
retained Wharton Consulting to provide marketing service to the Company. Thomas
E,. Wharton, a Director for the Company, is the managing partner of Wharton
Consulting. The Company recorded consulting fees to Mr. Wharton and Wharton
Consulting of $127,635 for the year ended April 30, 2010, which included
non-cash transactions of $12,000 for stock issued in lieu of payment and $17,000
for warrants issued.. There were no payments to Wharton Consulting for the year
ended April 30. 2009.  As of April 30, 2010, the Company owed $6,000 to
Wharton Consulting which has been included in Accounts Payable and Acrrued
Liabilities in the accompanying balance sheet.




5.
            Shareholders’
      Equity:




Private
Offerings –




In April
2010 the Company completed a private placement of 1,200,000 units for $60,000
($.05 per unit), each unit consisting of one restricted share of its common
stock and one warrant to purchase one restricted share of its common
stock.   Warrants are exercisable for $.15 and must be exercised
on or before April 9, 2015. Following the sale, the Company had 42,041,000
common shares issued and outstanding.





In March
2010, the Company issued 240,000 shares of restricted common stock at a price of
$.05 per share, to Thomas Wharton, Wharton Consulting who is also a Director of
the Company, in lieu of payment for consulting services for the period February
16, 2010 through March 15, 2010,





In July
2009 the Company completed a private placement of 10,000,000 units for $500,000
($.05 per unit), each unit consisting of one restricted share of its common
stock and one warrant to purchase one half restricted share of its common
stock.   Warrants are exercisable for $.075 and must be exercised
on or before July 28, 2012.





In May
2008, the Company completed the private placement of 1,000,000 units for
$500,000 ($.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 above
private offerings were made in reliance on an exemption from registration in the
United States under Section 4(2) and/or Regulation D of the United States
Securities Act of 1933, as amended.





In
accordance with ASC 815, Derivatives and Hedging, 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.





F -
10


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 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. During Fiscal 2010 the
Board of Directors granted options to purchase 410,000 shares to outside
directors and key employees of the Company, effective January 4, 2010. The
exercise price of the options was $0.15, the closing price of Company shares on
January 4, 2010. The options granted on December 31, 2008 become exercisable on
January 4, 2011 and expire on January 4, 2015. Also during Fiscal 2010, Charles
Peck and George Hampton, resigned as Directors of the Company and forfeited
their stock options to purchase 600,000 shares each.




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, 2010
            Year
      ended April 30, 2009Expected
      dividend yield
            –
            –Expected
      price volatility
            152%
            125%Risk
      free interest rate
            2.65%
            1.55%Expected
      term of options (in years)
            5
      years
            6
      years







F -
11


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
              
              
              
              .62
              
              
              
              --
              
              
              
              --Exercised
      during period
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              
              --Forfeited
      during period
              
              
              (250,000
              )
              
              
              .50
              
              
              
              --
              
              
              
              --Expired
      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
              
              
              $
              5,387,140Granted
      during period
              
              
              410,000
              
              
              
              .15
              
              
              
              4.68
              
              
              
              52,617Exercised
      during period
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              
              --Forfeited
      during period
              
              
              (1,300,000
              )
              
              
              --
              
              
              
              --
              
              
              
              (1,532,051
              )Expired
      during period
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              
              --Options
      outstanding-April 30, 2010
              
              
              3,935,000
              
              
              $
              .39
              
              
              
              3.37
              
              
              $
              3,907,705Exercisable
      at April 30, 2010
              
              
              3,559,167
              
              
              $
              0.41
              
              
              
              3.24
              
              
              $
              3,855,089







The
weighted average grant date intrinsic value of options granted during the years
ended April 30, 2010 and 2009 was $0.15 and $0.12 per share
respectively.  The weighted average remaining contractual term is
three years for all options outstanding.




As of
April 30, 2010, and 2009 the options are fully vested.  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.




F -
12


A summary
of warrants activity for the periods ending is presented below:




Number
                of
      Shares
              
              
              Weighted
                Average
                Exercise
                Price
              
              
              Weighted
                Average
                Remaining
                Contractual
                Term
              
              
              Aggregate
                Intrinsic
                ValueWarrants  outstanding
      – May 1, 2007
              
              
              –
              
              
              $
              –
              
              
              
              –
              
              
              $
              –Issued
      during period
              
              
              1,000,000
              
              
              
              .75
              
              
              
              3.
              
              
              
              –Exercised
      during period
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              –Forfeited
      during period
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              –Expired
      during period
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              –Warrants
      outstanding –April 30, 2008
              
              
              1,000,000
              
              
              
              75
              
              
              
              3
              
              
              
              --Issued
      during period
              
              
              1,000,000
              
              
              
              .75
              
              
              
              3
              
              
              
              --Exercised
      during period
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              
              --Forfeited
      during period
              
              
              
              
              
              
              
              
              
              
              --
              
              
              
              --Expired
      during period
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              –Warrants
      outstanding –April 30, 2009
              
              
              2,000,000
              
              
              
              .75
              
              
              
              3
              
              
              
              --Issued
      during period
              
              
              6,300,000
              
              
              
              .15
              
              
              
              4.33
              
              
              
              --Exercised
      during period
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              --Forfeited
      during period
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              –Expired
      during period
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              –Warrants
      outstanding –April 30, 2010
              
              
              8,300,000
              
              
              
              .42
              
              
              
              5.00
              
              
              
              --Exercisable
      at April 30, 2010
              
              
              8,300,000
              
              
              $
              0.29
              
              
              
              2.36
              
              
              
              --




7.
            Income
      Taxes:




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




April
      302010
            
            
            2009Deferred
      tax assets:Stock-based
      compensation
            
            $
            2,053,000
            
            
            $
            2,010,000Deferred
      revenue and salaries
            
            
            54,000
            
            
            
            --Net
      operating loss and credit carryforwards
            
            
            1,407,000
            
            
            
            1,184,000Total
      deferred tax assets
            
            
            3,514,000
            
            
            
            3,194,000Valuation
      allowance
            
            
            (3,514,000
            )
            
            
            (3,194,000
            )$
            –
            
            
            $
            –







F -
13


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




April
      302010
            
            
            2009Expected
      benefit at federal statutory rate
            
            
            (35
            %)
            
            
            (35
            %)State
      taxes net of federal benefit
            
            
            --
            
            
            
            (--
            )Permanent
      differences
            
            
            .12
            %
            
            
            --Change
      in rate
            
            
            --
            
            
            
            --Other-true
      up rate
            
            
            --
            
            
            
            10.83
            %Change
      in valuation allowance
            
            
            34.88
            %
            
            
            24.17
            %–
            
            
            
            –







The
Federal net operating loss (NOL) carryforward of approximately $4,020,000 as of
April 30, 2010 expires on various dates through 2030.  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.




We have
not recorded any provision for uncertain tax positions.




8.
            Subsequent
      Events:





Management
has evaluated all activity of the Company and concluded no subsequent events
have occurred that would require disclosure.








F -
14


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, 2010, 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, 2010.    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,
2010.





ITEM
9B.                      OTHER
INFORMATION.





None





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.


38





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





Name
            Age
            Position
      HeldTimothy
      G. Barritt
            60
            President,
      Principal Executive Officer, and DirectorRichard
      G. Stockdale
            66
            Vice
      President and DirectorRaymond
      P. Murphy
            51
            Chief
      Operations Officer and DirectorRichard
      G. Stifel
              Thomas
      E. Wharton
              David
      D. Brennan
            63
              48
              40
            Secretary,
      Treasurer & Principal Financial Officer
              Director
              Director





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.  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.





39





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.





Thomas E.
Wharton, Director. Mr. Wharton has served as Managing Partner for Wharton
Consulting, a Wyoming Limited Liability corporation from 1998 to present. Also
during that time he served as President/Owner of Herbal Remedies USA LLC, a
Wyoming Limited Liability corporation, from 2001-2009. He served as interim
CEO/Director for Isecuretrac Corp., of Nebraska from 2004-2006. He served as
President of Poppe Tyson Interactive from 1996-1998 and served as CFO for Poppe
Tyson/BJKE from 1987-1996, both companies of New York. Mr. Wharton received a
BSBA degree from Creighton University in 1983. Currently, Wharton Consulting and
Mr. Wharton are performing sales and marketing consulting services for Big Cat
Energy Corporation.




David D. Brennan,
Director. Mr. Brennan has served as owner of Brennan Engineering Inc., a
Wyoming corporation from 1999 to present. Mr. Brennan is active in the Gillette,
Wyoming area and has business relationships through Brennan Engineering Inc.
that include Marathon Oil, Devon Energy, Williams Production, RMT Company,
Fidelity E&P Company and Yates Petroleum. Mr. Brennan served as a field
systems engineer for Cummins Engine Company, of Indiana from 1997-1999. Mr.
Brennan received a BSEE degree from North Dakota State University in
1997.




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, Mr. Schaefer owns
approximately 27.5% 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 approximately 35.1% of the
total issued and outstanding stock of the Company.





40


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, 2010, 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 seven 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.





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."





41


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.





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.





42


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
            Comp.Position
      [1]
            Year
            ($)
            ($)
            ($)
            ($)
            SARs
      (#)
            ($)
            ($)
      [5]Timothy
      Barritt
            2010
            92,916
            0
            0
            0
            0
            0
            18,492President
      & CEO
            2009
            125,000
            0
            0
            0
            300,000
      [6]
            0
            15,5962008
            125,000
            0
            0
            0
            300,000
      [1]
            0
            1,733Raymond
      Murphy
            2010
            92,916
            0
            0
            0
            0
            0
            14,476COO
            2009
            125,000
            0
            0
            0
            300,000
      [7]
            0
            10,8732008
            125,000
            0
            0
            0
            300,000
      [2]
            0
            1,170Richard
      Stockdale
            2010
            31,250
            0
            0
            0
            0
            0
            596Vice
      President
            2009
            125,000
            0
            0
            0
            300,000
      [8]
            0
            2,2902008
            125,000
            0
            0
            0
            300,000
      [3]
            0
            470Richard
      G. Stifel
            2010
            30,500
            0
            0
            0
            0
            0
            10,669CFO
      & Secretary
            2009
            125,000
            0
            0
            0
            250,000
      [9]
            0
            18,6492008
            62,500
            0
            0
            0
            250,000
      [4]
            0
            1,957Robert
      Goodale,
              Former
      CFO & Secretary
            2008
            62,500
            0
            0
            0
            
            0
            0





[1]           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.





[2]           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.





[3]           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.





[4]           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.





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





[6]           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.





[7]           We
granted to Mr. Murphy stock options to purchase 300,000 shares of our common
stock on December 31, 2008 as compensation 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.





[8]           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.





[9]           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.





43


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
              DateThomas
      E. Wharton Director
            200,000
      [2]
            48.78%
            $0.15
            January
      4, 2015David
      D. Brennan Director
            200,000
      [3]
            48.78%
            $0.15
            January
      4, 2015





[1]           The
total number of options outstanding at April 30, 2010 was 3,935,000 which is
arrived at by calculating the total number of new options awarded to officers
and directors during the fiscal year ended April 30, 2010.





[2]           We
granted to Mr. Wharton stock options to purchase 200,000 shares of our common
stock on January 4, 2010 as an incentive for acting as a director of our
Company. These options are exercisable at a price of $0.15 per share until
January 4, 2015.





[3]           We
granted to Mr. Brennan stock options to purchase 200,000 shares of our common
stock on January 4, 2010 as an incentive for acting as a director of our
Company. These options are exercisable at a price of $0.15 per share until
January 4, 2015.





44


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
            
            
            900,000
      [1]
            762,000
      [1]Chief
      Executive OfficerRichard
      Stifel
            
            
            750,000
      [1]
            155,000
      [1]Chief
      Financial OfficerRaymond
      Murphy
            
            
            900,000
      [1]
            762,000
      [1]Chief
      Operations OfficerRichard
      Stockdale
            
            
            900,000
      [1]
            762,000
      [1]Vice-President





[1]           Exercisable
options








45


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,
2010, 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.





Long-Term
Incentive Plan Awards





We do not have any long-term incentive
plans.





46


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
            
            Compensa-
            Stock
            Underlying
            LTIP
            All
      OtherName
      and Principal
            Earned
            Bonus
            tion
            Award(s)
            Options
      /
            Payouts
            Comp.Position
            ($)
            ($)
            ($)
            ($)
            SARs
      (#)
            ($)
            ($)Thomas
      E. Wharton
            0
            0
            0
            0
            200,000
      [1]
            0
            $92,635David
      D. Brennan
            1,333
            0
            0
            0
            200,000
      [2]
            0
            0





[1]           We
granted to Mr. Wharton stock options to purchase 200,000 shares of our common
stock on January 4, 2010 as an incentive for acting as a director of our
Company. These options are exercisable at a price of $0.15 per share until
January4, 2015.





[2]           We
granted to Mr. Brennan stock options to purchase 200,000 shares of our common
stock on January 4, 2010 as an incentive for acting as a director of our
Company. These options are exercisable at a price of $0.15 per share until
January 4, 2015.





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.





Indemnification





Under our Articles of Incorporation and
Bylaws, 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.





47


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 each has 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
            3,900,000
      [3]
            8.8%Raymond
      Murphy
            common
      stock
            3,900,000
      [4]
            8.8%Richard
      Stockdale
            common
      stock
            3,900,000
      [5]
            8.8%Richard
      G. Stifel
            Common
      stock
            804,900
      [6]
            1.8%Thomas
      E Wharton
            Common
      stock
            340,000
      [8]
            0.8%David
      D. Brennan
            Common
      Stock
            0   [9]
            0.0%All
      officers and directors as
            
            13,044,900
            27.5%a
      group (5 Individuals)Michael
      Schaefer
            Common
      stock
            17,000,000
      [7]
            35.1%25
      Burger LaneBuffalo,
      WY 82834





[1]           Totals
for beneficial ownership are determined in accordance with the rules of the
Securities and Exchange Commission and generally include shares as to which
voting or investment power with respect to securities is held by the person.
Shares of common stock subject to options or warrants currently exercisable or
convertible, or exercisable or convertible within 60 days of July 29, 2010 are
also included in totals and are deemed outstanding for purposes of 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]           Percentages
for each individual and for the group are based on 43,481,000 shares of common
stock outstanding on July 29, 2010 plus the additional shares subject to
presently exercisable options for each individual or the
group..





[3]           Includes
900,000 options currently exercisable.





[4]           Includes
900,000 options currently exercisable.





[5]           Includes
900,000 options currently exercisable.





[6]           Includes
750,000 options and 50,000 warrants currently exercisable.





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





[8}           Includes
100,000 warrants currently exercisable at $0.14. The 200,000 options granted
become exercisable on January 4, 2011 and are not included in the
total.





[9]           The
200,000 options granted become exercisable on January 4, 2011 and are not
included in the total.





48





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





During Fiscal 2010 and 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.




In March
2010, the Company issued 240,000 shares of restricted common stock at a price of
$.05 per share, to Thomas Wharton, Wharton Consulting, who is also a Director of
the Company, in lieu of payment for consulting services for the period February
16, 2010 through March 15, 2010. Wharton Consulting provides marketing
consulting services to the Company.





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:




2010
            $
            0.00
            
            Hein
      & Associates LLP, Certified Public Accountants2009
            $
            36,641.00
            
            Hein
      & Associates LLP, Certified Public
  Accountants





2010
            $
            29,755.00
            
            Eide
      Bailly LLP, Certified Public Accountant2009
            $
            9,286.00
            
            Eide
      Bailly LLP, Certified Public
Accountants








49


(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:




2010
            $
            1,688.00
            
            Hein
      & Associates LLP, Certified Public Accountants2009
            $
            0.00
            
            Hein
      & Associates LLP, Certified Public
  Accountants





2010
            $
            0.00
            
            Eide
      Bailly LLP, Certified Public Accountant2009
            $
            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:




2010
            $
            0.00
            
            Hein
      & Associates LLP, Certified Public Accountants2009
            $
            0.00
            
            Hein
      & Associates LLP, Certified Public
  Accountants




2010
            $
            3,675
            
            Eide
      Bailly LLP, Certified Public Accountant2009
            $
            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:




2010
            $
            0.00
            
            Hein
      & Associates LLP, Certified Public Accountants2009
            $
            0.00
            
            Hein
      & Associates LLP, Certified Public
  Accountants





2010
            $
            0.00
            
            Eide
      Bailly LLP, Certified Public Accountant2009
            $
            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.





50


(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%.





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 August 3, 2010, 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
      Description31.1
            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).





51





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 10th day of August, 2010.





BIG
      CAT ENERGY CORPORATIONBY:
            /s/ 
      Timothy
      BarrittTimothy
      Barritt, President and Principal  Executive
    OfficerBY:
            /s/
      Richard G. 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
            Date/s/  Timothy
      Barritt
            President,
      Principal Executive Officer,
            August
      10, 2010Timothy
      Barritt
            and
      a member of the Board of DirectorsChief
      Operations Officer, and/s/
      Raymond Murphy
            a
      member of the Board of Directors
            August
      10, 2010Raymond
      Murphy/s/
      Richard G. Stockdale
            Vice
      President, and a member of the
            August
      10, 2010Richard
      G. Stockdale
            Board
      of Directors/s/
      Thomas E. WhartonThomas
      E. Wharton
            A
      member of the Board of Directors
            August
      10, 2010/s/
      David d. BrennanDavid
      d. Brennan
            A
      member of the Board of Directors
            August
      10, 2010







52