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, 2011
 
 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 ExchangeTitle of Each Class
on which RegisteredCommon Stock, $.0001 par value
None
 
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.       [  ]  Yes   [√] No
 
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act  [  ]  Yes   [√] No
 
 Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.        [√ ] Yes        [  ]  No
 
 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    [√ ] Yes          [  ] No
  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, $2,124,422.
 
 Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 67,590,403 shares of common stock, $.0001 par value as of July 29 2011
 
 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
15Item 7.   Managements’ Discussion and Analysis of Financial Condition, Results of Operations and Plan of Operation
19Item 8.   Financial Statements
23Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
40Item 9A (T). Controls and Procedures
40Item 9B. Other Information
41PART IIIItem 10.   Directors, Executive Officers and Corporate Governance
41Item 11.   Executive Compensation
44Item 12.  Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters
49Item 13.   Certain Relationships and Related Transactions and Director Independence
50Item 14.   Principal Accounting Fees and Services
51PART IVItem 15.   Exhibits
52Signatures
53
 
 
  3
  
 PART I
 
 ITEM 1.  BUSINESS.
 
 Business
 
 We are a Nevada corporation and own the exclusive rights to a technology known as the Aquifer Recharge Injection Device (ARID®).   During the fiscal year ended April 30, 2011 High Plains Gas, Inc., (“High Plains”) a publicly held exploration and production company that seeks acquisitions and growth in gas reserves and production acquired beneficial ownership of 38.8% of Big Cat Energy Corporation (“Big Cat” or the “Company”).  (See “Change in Control” and “Securities Ownership of Certain Beneficial Owners and Management”).   In connection with the sale of Big Cat’s securities to High Plains, Mark D. Hettinger, the President and Chairman of High Plains, was appointed to serve as a member of the Board of Directors of Big Cat.  (See “Directors, Executive Officers and Corporate Governance.”)
 
 The ARID technology marketed by Big Cat 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 aquifer zones. These aquifer zones 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 are currently leasing three (3) ARID tools and have sold eight (8) ARID tools for various well sites 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 18 months.
  4
  
 The reason for the NPDES permit is to monitor pollutants entering into the receiving drainage system (watershed). Each drainage system has a regulated total mean daily load (“TMDL”) and/or other maximum constituent levels assigned to it. DEQ must monitor the discharged water entering the drainage system to prevent exceeding the regulated levels.
 
 There have been many methods other than surface discharge used to deal with water issues faced by the coal bed methane industry, from impoundment to irrigation, atomization, and treatment. In the right situation each method is economically justifiable, yet each method has its limitations.
 
 Impoundment:                                Containment of produced water in water storage facilities, reservoirs, and ponds has been the preferred option for water management for several years. The shear size and number of these structures requires a large capital outlay. The success of this strategy relies on evaporation and infiltration. Infiltration becomes limited as the clays in the soil swell and as the reservoir or pond fills. Once the impoundment is full, wells need to be shut off or water rerouted until enough water has evaporated to allow additional reservoir capacity. Required permits and approvals include NPDES and related permits, groundwater investigations and installation of approved groundwater monitoring wells and programs and future reclamation to return the land to its original state. In some cases approval from the Army Corps of Engineers may also be required.
 
 Irrigation:                      Irrigation involves the purchasing of irrigation equipment, i.e., side-roll, water cannon, center pivot or hand sets, and a soil study to determine effective treatment methods. This is an expensive water disposal option with a large capital outlay, but it works well on sandy soils. However, many producing areas such as the Powder River Basin in Wyoming or areas in 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.
 
  5
  
 ARID-Our Process
 
 Our ARID process uses the existing well bore to move water from the target coal seam to a depleted aquifer zone. 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 aquifer zones 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.
 
 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 zone. 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 zone. 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 zone 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 the ARID
 
 The price of the ARID includes 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 annual gross revenue of approximately $10,000-$22,500 depending on the model and quantities purchased.
 
 Our warranty for sold tools is for a period of three years during which we will repair or replace any non-conforming ARID tool at our expense if the ARID tool fails to perform to specifications.  After the 3 year period, we will replace the ARID tool for a price of $10,000.  To date, we have not had any warranty claims or incurred any warranty cost.
 
 Manufacturing
 
 We have in place an arrangement to produce and deliver the ARID through an established manufacturer. Materials to fabricate the ARID are readily available from numerous sources. We submit a purchase order for an ARID to 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. On April 18, 2011, the Company has entered into a distribution agreement with WellDog, Inc. to exclusively distribute the ARID technology in Australia, China, Indonesia and Germany. To date the Company has not realized any sales through WellDog.
 
 Patents and Trademarks
 Patent Status:
  In the United States, we have 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. We have an Office Action in the first application and believe we can finish up the matter to an allowance in this response.
  We converted the second application to method claims corresponding to use of the device described in the first application. We have the first office action in house. We will tailor the claims to include those limitations which yield the patent in the first application and will seek to bring the second application to an allowance.
 In Europe, we have one pending regular patent application. We have received and responded to the second office action in that matter. We expect a communication from the EPO by the end of August 2011.
  In Canada, our response to the second official action yielded an allowance of the application. The next step in that process is to make payment of the Issue Fee to issue the grant of patent.
  In Australia, we have one pending regular patent application. We have responded to the first action on the merits and we are hopeful that that will yield an allowance without additional office actions.
  7
  
 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.
  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. We have moved the Trademark Trial and Appeals Board to strike the expert witness of Caterpillar, however the TTAB has made decision to allow the expert opinions. The proceeding is now moving forward to complete the discovery phase.  No expectation regarding the ultimate result of this litigation can be determined at this time.
 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
 
 Our R&D costs were $0 for the year ended April 30, 2011 compared to $1,991 in the year ended April 30, 2010.
 
 Employees
 
 We are a development stage company and have six full time employees .  We intend to hire additional employees on an as needed basis.
 
 Offices
 
 Our principal executive office is located at 121 W. Merino St, PO Box 500, Upton, Wyoming 82730. Our telephone number is (307) 468-9369. The lease on this premise is on an 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;
 availability and cost of services, material and equipment;
 our ability to find and retain skilled personnel;
  9
  
 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 the risk factors described below 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.
 
  10
  
 We are a development stage enterprise and 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 accumulated since inception is $12,116,329, which includes $6,470,396 of non cash stock compensation expense. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:
 
 *
our ability to attract customers who will use our services, and lease or purchase our product;*
our ability to generate revenues through the sales of our services, and leasing or selling of our product;*
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.
 
  11
  
 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.
 
 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.
  12
  
 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.
 
 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
 
 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. We have moved the Trademark Trial and Appeals Board to strike the expert witness of Caterpillar, however the TTAB has made decision to allow the expert opinions. The proceeding is now moving forward to complete the discovery phase.  No expectation regarding the ultimate result of this litigation can be determined at this time.
 
  14
  
 PART II
 
 ITEM 5.  MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS.
 
 Our shares are traded on the OTC Bulletin Board operated by FINRA under the symbol BCTE. Our common stock began trading on the OTC Bulletin Board on May 6, 2004.
 
 The following table shows the high and low bid price for our common shares for the quarters indicated:
 
 HIGH ($)
LOW ($)201102/01/11 – 04 30/11

11/01/10 – 01/31/11



2010

08/01/10 – 10/31/10

05/01/10 -  07/31/10

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
$0.12

$0.159





$0.136

$0.20

$0.23

$0.21





$0.50

$0.20

$0.30

$0.36
$0.05

$0.10





$0.07

$0.061

$0.04

$0.12





$0.115

$0.075

$0.10

$0.06
 
 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, including beneficial owners whose shares are held in street name.
 
  15
  
 Dividend Policy
 
 We have never paid cash dividends on our capital stock. We currently intend to retain any profits we earn to finance the growth and development of our business. We do not anticipate paying any cash dividends in the foreseeable future.
 
 Equity Compensation Plan Information
 
 The following table provides a summary of the number of options granted under our compensation plans, including any individual compensation arrangements, the weighted average exercise price and the number of options remaining available for issuance as of April 30, 2011
 
 Number of securities

to be issued upon

exercise of

outstanding options
Weighted-Average

exercise price of

outstanding options, warrants and rights
Number of securities

remaining available

for future issuance

under equity

compensation plans (excluding securities reflected in column (a))(a)
(b)
(c)Equity compensation plans approved by security holders
N/A
N/A
N/AEquity compensation plans not approved by security holders [1]
4,135,000
$0.37
865,000
 
 [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.
 
  16
  
 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.
  During the year ended April 30, 2010, Directors 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 Directors 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.
  During the year ended April 30, 2011, Director Brennan resigned from the Board of Directors; he retained his 200,000 stock option pursuant to the revised 2007 Plan. The Board of Directors appointed Mark D. Hettinger to the vacant position on January 12, 2011 and granted Director Hettinger options to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.15. The option is exercisable immediately and will expire on January 12, 2016.
  Recent Sales of Unregistered Securities
 
 During the last three years, the Company made the following sales of unregistered securities:
  In May, 2008 the Company completed the private placement of 1,000,000 units at $.50 per unit, each unit consisting of one restricted share of its common stock and one warrant to purchase one share of restricted common stock exercisable at $.75 per share.
  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.
 
  17
  
 During the year ended April 30, 2011, the Company issued 363,334 shares of restricted common stock to non-officer employees. The Company recognized a non-cash salary expense of $32,700 for the fair value of shares issued. The Company also completed a private placement of 20,000,000 restricted shares of Big Cat common stock at $0.03 per share and warrants to purchase an additional 10,000,000 restricted shares of Big Cat common stock exercisable at $0.15 per share. The warrants have a five year term from date of issue. The Company received proceeds of $717,426 in the private placement consisting of $200,000 cash and High Plains Gas Inc. restricted common stock valued at $517,426. The Company issued 3,746,069 shares of restricted common stock at $0.10 per share and warrants to purchase an additional 1,873,033 shares exercisable at $0.15 to officers, employees and a vendor in lieu of payment of salary and vendor obligations. The warrants have a five year term from date of issue. The Company recognized a non-cash expense of $11,667 for the difference between the fair value of the stock issued and the vendor liabilities relieved of $5,000. The Company recognized non-cash salary expense of $357,940 for the fair value of the stock issued.
 
 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.
 
 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 (excluding personal residence) 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.
  18
  
 ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PLAN OF OPERATION.
 
 This section 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, 2011, we raised $200,000 in cash and obtained 739,180 restricted shares of High Plains Gas, valued at $739,180 at April 30, 2011, in a private placement of 20,000,000 restricted shares of Big Cat. As of April 30, 2011 we had $473,834 of working capital compared to $29,461 as of April 30, 2010, and it is uncertain whether this amount will be sufficient to fund operations for the next year. Therefore, we may seek additional sources of capital for the coming year, which we are not assured of raising.
 
 The plan of operation discussed below in this report for the twelve months ended April 30, 2011, reflects the operations of our current business which is to sell the ARID tool and process to oil and gas companies.
 
 We are continuing to refine the ARID system to improve field use.  Currently, we are leasing three and have sold eight ARID tools for installation in CBM (coal bed methane) gas well bores in the Powder River Basin of Wyoming. We have received an order from a related party for fifteen ARID tools to be acquired and installed in fall of 2011.
 
 We are adapting the ARID system for use in the non-CBM industries. Our R&D costs were $0 for the year ended April 30, 2011 compared to $1,991 in the year ended April 30, 2010.
 
 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 has executed a Distribution Agreement 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, we have not realized any sales through Universal.
 
  19
  
 Big Cat has executed a Distribution Agreement with WellDog, Inc. to be Big Cat’s exclusive distributor of the ARID technology in Australia, China, Indonesia and Germany, effective April 2011. To date, we have not realized any sales through WellDog.
 
 Fulfillment of the above opportunities and new business 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 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 limited market for our products, and possible cost overruns due to price and cost increases in services and products.
 
 If we cannot generate sufficient revenues to continue operations, or find additional capital, we will suspend or cease operations. We have no assurance that future financing will be available on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing, if available, could result in dilution to existing shareholders.
 
 Results of operations
 
 For the year ended April 30, 2011 compared to the year ended April 30, 2010
 
 We reported a net loss of $1,133,973 for the year ended April 30, 2011 compared to a net loss for the year ended April 30, 2010 of $1,050,294. The net loss for the year ended April 30, 2011 contains a non-cash charge of $605,206 related to the issuance of stock options to management and stock issued in lieu of compensation compared to a $121,565 non-cash charge related to the issuance of stock options to management for the same period in 2010.
 
 We recorded personnel costs of $824,830 during the year ended April 30, 2011, as compared to $530,949 during the same period in 2010, which included stock based compensation charge of $605,206 for the year ended April 30, 2011, compared with $104,565 for the same period in 2010.
 
 We incurred professional fees of $131,083 during the year ended April 30, 2011, as compared to $111,951 during the same period 2010. Professional fees reflect legal and accounting fees incurred for regulatory filings.
 
 We had selling expense of $275,759 for the year ended April 30, 2011 compared to $392,024 for the same period in 2010. Selling expense included sales salaries, sales related support, commissions paid, marketing consulting fees, advertising and marketing costs.
  20
  
 Our other general and administrative costs were $77,062 during the year ended April 30, 2011, as compared to $109,766 during the same period in 2010. The major components of other general and administrative costs are insurance in both years.
 
 
 Liquidity and Capital Resources
 
 Cash used in operating activities was $369,858 for the fiscal year ended April 30, 2011, and $453,830 for the fiscal year ended April 30, 2010. In the fiscal year ended April 30, 2011 cash used in operations was principally our net loss less our non-cash compensation expense of $605,206. 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
 
 Cash flows used in investing activities were $18,648 for the fiscal year ended April 30, 2011, and $31,103 cash flow used in investing activities for fiscal year ended April 30, 2010.
 
 Cash flows from financing activities were $200,000 for the fiscal year ended April 30, 2011, and $560,000 for the fiscal year ended April 30, 2010. For the fiscal years ended April 30, 2011 and 2010, cash from financing was principally from the private placements of our stock.
 
 During the year ended April 30, 2011, the Company issued 363,334 shares of restricted common stock to non-officer employees in lieu of payment of $32,700 in salary. The Company also completed a private placement of 20,000,000 restricted shares of Big Cat common stock at $0.03 per share and warrants to purchase an additional 10,000,000 restricted shares of Big Cat common stock exercisable at $0.15 per share. The warrants have a five year term from date of issue. The Company received proceeds of $717,426 in the private placement consisting of $200,000 cash and High Plains Gas Inc. restricted common stock valued at $517,426. The Company issued 3,746,069 shares of restricted common stock at $0.10 per share and warrants to purchase an additional 1,873,033 shares exercisable at $0.15 to officers, employees and a vendor in lieu of payment of salary and vendor obligations. The warrants have a five year term from date of issue. The Company recognized a non-cash expense of $11,667 for the difference between the fair value of the stock issued and the vendor liabilities relieved of $5,000. The Company recognized non-cash salary expense of $357,940 for the fair value of the stock issued.
 
 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.
 
  21
  
 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.
 
 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.
 
 Warranty Accrual
 
 ASC 450 requires companies to accrue for warranty expense exposure based on reasonable estimates of the amount expected to be incurred.
 
 Recent Pronouncements
 
 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.
 
  22
  
 Off Balance Sheet Arrangements.
 
 We have no off balance sheet arrangements, other than minor operating lease agreements.
 
 
 ITEM 8.  FINANCIAL STATEMENTS.
 
 PageReport of Independent Registered Public Accounting Firm
F-1Balance Sheets
F-2Statements of Operations
F-3Statements of Changes in Stockholders' Equity
F-4Statements of Cash Flows
F-6Notes to the financial statements
F-8
 
 
  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 sheets of Big Cat Energy Corporation (a development stage company) as of April 30, 2011 and 2010, 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, 2011. 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, 2011 and 2010, 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, 2011 with the amounts for the corresponding statements for the period from June 19, 1997 (inception) through April 30, 2010. In our opinion the amounts have been properly combined for the period from June 19, 1997 (inception) through April 30, 2011.
 
 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
 July 26,  2011
 
 F-1
 
  See accompanying notes to financial statement.
 24
  
 BIG CAT ENERGY CORPORATION
 (A Development Stage Company)
 
 BALANCE SHEETS
 
 
 April 30,2011


2010ASSETSCurrent Assets:Cash and cash equivalents

$
3,806


$
192,312Accounts receivable-trade


12,578



--Inventory


19,615



--Marketable securities, available for sale


739,180



--Prepaid expenses and other current assets


9,233



8,878Total current assets


784,412



201,190Property, Plant and Equipment,at costEquipment held for lease


--



20,118Equipment leased


1,509



7,544Furniture and equipment, net of accumulated depreciation


6,855



9,983Total


8,364



37,645Intangible Assets,net


111,453



99,465Total Assets

$
904,229


$
338,300LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent Liabilities:Accounts payable and accrued liabilities

$
175,453


$
16,104Deferred salaries


128,250



96,250Deferred revenue


6,875



59,375Total current liabilities


310,578



171,729Stockholders’ Equity:Common stock - $.0001 par value; 100,000,000 shares authorized; 67,590,403 shares and 43,481,000 issued and outstanding, respectively


6,759



4,348Additional paid-in capital


12,508,825



11,171,937Accumulated other comprehensive income


221,754



--(Deficit) incurred during the development stage


(12,143,687
)


(11,009,714
)Total stockholders’ equity


593,651



166,571Total Liabilities and Stockholders’ Equity

$
904,229


$
338,300
 
 
 F-2
  See accompanying notes to financial statement.
 25
  BIG CAT ENERGY CORPORATION
 (A Development Stage Company)
 
 STATEMENT OF OPERATIONS
 FOR THE YEARS ENDED APRIL 30, 2011 AND 2010 AND
 FOR THE PERIOD FROM INCEPTION (JUNE 19, 1997) TO APRIL 30, 2011
 For the

Year Ended April 30, 2011


For the

Year Ended

April 30, 2010


Cumulative from Inception (June 19, 1997) to April 30, 2011revenuessales

$
80,000


$
--


$
80,000lease revenue


75,000



93,125



278,750other


2,956



3,293



17,487157,956



96,418



376,237cost of arid tools sold


4,024



--



4,024Net profit


153,932



96,418



372,213Expenses:Personnel cost


824,830



530,949



8,987,410Professional fees


131,083



111,951



854,731Research and development


--



1,991



14,010Selling expense


275,759



392,024



1,123,527Depreciation and amortization


9,788



8,448



31,816Other general and administrative


77,062



109,766



708,609Operating (Loss)


(1,164,590
)


(1,058,711
)


(11,347,890
)Other Income (Expense):Interest income


617



8,417



124,384Litigation proceeds


30,000



--



30,000(Loss) on valuation of Sterling private placement


--



--



(433,000
)30,617



8,417



(278,616
)(Loss) Before Discontinued Operations


(1,133,973
)


(1,050,294
)


(11,626,506
)(Loss) on Discontinued Operations of Sterling Oil and Gas(net of non-controlling  interest of $258,587)


--



--



(517,181
)Net (Loss)

$
(1,133,973
)

$
(1,050,294
)

$
(12,143,687
)Net (loss) per share before discontinued operations

$
(.02
)

$
(.03
)Net (loss) per share

$
(.02
)

$
(.03
)Weighted average of common shares outstanding – basic and diluted


52,994,455



39,714,425
 
 F-3
  See accompanying notes to financial statement.
 26
  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, 2011
 
 Common Stock

Additional Paid-in Capital

Deficit Incurred During

Development Stage

accumulated Other

Compre-hensive
TotalShares

Par value $.0001



Income
  Balance, 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
)
 
  See accompanying notes to financial statement.
 27
  
 
 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
)


--



166,571Stock in lieu of payroll at $0.09 per

Share


363,334



36



32,664



--



--



32,700Stock in lieu of  payroll at $0.10 per

Share


3,579,402



358



357,582



--



--



357,940Stock in lieu of payment at $0.10 per

share


166,667



17



16,650



--



--



16,667Unrealized gain on marketable securities


--



--



--



--



221,754



221,754Sale of units (January 2011) at $0.03 per

Unit


20,000,000



2,000



715,426



--



--



717,426Stock based compensation


--



--



214,566



--



--



214,566Net (loss)


--



--



--



(1,133,973
)


--



(1,133,973
)Balance, April 30, 2011


67,590,403



6,759


$
12,508,825


$
(12,143,687
)

$
221,754


$
593,651
 
 
 F-5
 
  See accompanying notes to financial statement.
 28
  
 BIG CAT ENERGY CORPORATION
 (A Development Stage Company)
 STATEMENT OF CASH FLOWS
 FOR THE YEARS ENDED APRIL 30, 2011 AND 2010
 AND FOR THE PERIOD FROM INCEPTION (JUNE 19, 1997) TO APRIL 30, 2011
 
 2011


2010


Cumulative from Inception (June 19, 1997) to

April 30, 2011Cash Flows from Operating Activities:Net (loss)

$
(1,133,973
)

$
(1,050,294
)

$
(12,143,687
)Adjustments to reconcile net loss to net cash provided by operating activities:Depletion, depreciation and amortization


9,788



8,448



31,816Stock based compensation


605,206



121,565



6,470,396Stock in lieu of cash payment


16,667



12,000



28,667Contributed services and other


--



--



10,425Inventory written off as lost


6,538



--



6,538Cash flow from discontinued operations


--



--



833,369Changes in operating assets and liabilities:Accounts receivable


(12,578
)


4,547



(12,578
)Trading securities


--



356,487



--Prepaid and other


(355
)


11,962



(9,233
)Deferred revenue


(52,500
)


4,375



6,875Deferred salaries


32,000



96,250



128,250Payables and accrued liabilities


159,349



(19,170
)


175453Net cash (used in) operating activities


(369,858
)


(453,830
)


(4,473,709
)Cash Flows from Investing Activities:Purchase of unproved oil and gas properties


--



--



(1,794,231
)Purchase of equipment


(579
)


(995
)


(19,520
)(Purchases) sale of inventory


--



--



(27,662
)Other assets


(18,069
)


(30,108
)


(106,615
)Cash flow used in discontinued operations


--



--



(133,757
)Net cash provided by (used in) investing activities


(18,648
)


(31,103
)


(2,081,785
)Cash Flows from Financing Activities:Proceeds from sale of common stock


200,000



560,000



6,307,901Cash paid for offering costs


--



--



(21,752
)Proceeds from related party advances


11,000



--



62,618Repayment of related party advances


(11,000
)


--



(40,036
)Cash flow provided by discontinued operations


--



--



250,569Net cash provided by financing activities


200,000



560,000



6,559,300
 F-6
  See accompanying notes to financial statement.
 29
  
 
 Net Increase (Decrease) in Cash and Cash Equivalents


(188,506
)


75,067



3,806Cash and Equivalents, at beginning of period


192,312



117,245



--Cash and Equivalents, at end of period

$
3,806


$
192,312


$
3,806Non-Cash Transaction:Stock received as payment in private placement

$
517,426


$
--


$
517,426Spin 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
 
  
  
  
  
  
  
  
  
  
  
  
  
  F-7
   See accompanying notes to financial statement.
 30
  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 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, 2011 the Company had working capital of $473,834 and stockholders’ equity of $593,651.  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 of the ARID tool.  Funding, if received, 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.
 
 Warranty accrual – ASC 450 requires companies to accrue for warranty exposure based on reasonable estimates of the amount incurred.  Based on historical data, the Company has accrued no costs for warranty resolution as of April 30, 2011 and 2010.
 
 
 
 F-8
 
  31
  
 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 2012                      $6,530
 FY 2013                      $6,530
 FY 2014                      $6,530
 FY 2015                      $6,530
 FY 2016                      $6,530
 Thereafter                $78,803
 
 Concentrations of Credit Risk – The Company’s cash equivalents, accounts receivable  and marketable securities are exposed to concentrations of credit risk.  The Company manages and controls this risk by investing the cash equivalents with major financial institutions. The accounts receivable are from a related party and are considered to be fully collectable. The marketable securities are common shares are from the same related party and are subject to market risk.
  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 had two leasing customers and three leasing customers during the years ended April 30, 2011 and 2010.  The Company had a single purchaser of ARID tools during the year ended April 30, 2011 and that customer was a related party.
  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 recognize interest and penalties related to uncertain tax positions in income tax expense.
 
 Investments – Securities classified as “available for sale” are carried in the financial statements at fair value. Realized gains and losses are included in earnings.  Unrealized holding gains and losses are reported in other comprehensive income.
 
 Fair Value of Financial Instruments – The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, prepaid expenses, marketable securities and accounts payable. The fair
 F-9
  32
  
 market value of these financial instruments approximates or is equal to the book value due to the short term nature of these balances.
 
 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.
 
 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, 2011 of $605,206 compared to $121,565 for the year ended April 30, 2010.
  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 $0 of research and development costs for the year ended April 30, 2011, compared to research and development expenses of $1,991 for the year ended April 30, 2010.
  Net Loss Per Share –Basic net loss per share is computed using the weighted average number of common shares outstanding during the period.  Contingently issuable shares are included in the computation of basic net income (loss) per share when the related conditions are satisfied.  Diluted net income  per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding during the period.  Potentially dilutive securities consist of contingently issuable shares, the incremental common shares issuable upon conversion of preferred stock or convertible debt (using the “if converted” method) and shares issuable upon the exercise of stock options and warrants (using the “treasury stock” method).  Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive.
  As of April 30, 2011 the Company had options issued to purchase 4,135,000 shares and warrants issued to purchase 19,173,033 shares that would be potentially dilutive. At April 30, 2010, the Company had options issued to purchase 3,935,000 shares and warrants issued to purchase 8,300,000 shares that would be potentially dilutive.  The options and warrants outstanding were excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutive.
  Revenue Recognition-When the Company sells its ARID tools, revenue is recognized upon delivery of the tools to the customer.  When the Company leases its ARID tools, 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, 2011 the Company recorded $6,875 as Other Current Liabilities for deferred revenue compared to $59,375 at April 30, 2010, 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.
  F-10
   33
  
  Recent Pronouncements
 
 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.
 
 4.
Fair Value Measurements:
  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, 2011
Quoted Prices in Active Markets for Identical Assets

(Level 1)
Significant Other Observable Inputs



(Level 2)
Significant Unobservable Inputs

(Level 3)Securities available for sale
$739,180
$739,180
$0
$0Total
$739,180
$739,180
$0
$0
 
 5.
Marketable Securities
  Cost and fair value of available for sale securities at April 30, 2011 are as follows:
  Cost


Unrealized

Gains


Unrealized Losses


Fair ValueShares of High Plains Gas, Inc.

$
517,426


$
221,754


$
--


$
739,180
 
  6.
Related Party Transactions
  For year ended April, 30 2011 and 2010, the officers of the Company provided management services to its affiliated company, Sterling Oil & Gas Company. The Company did not charge Sterling for these services.
  The Company retained Wharton Consulting during the 2010 fiscal year to provide marketing service to the Company. Thomas E, Wharton, a Director for the Company, is the managing partner of Wharton Consulting.
  F-11
   34
  
 Mr. Wharton is also the step-brother of Michael Schaefer, a principal Big Cat shareholder who currently owns beneficially approximately 24.7 % of the common stock of the Company.
  The Company recorded consulting fees to Mr. Wharton and Wharton Consulting of $36,000 for the year ended April 30, 2011, compared to $127,635 (which included non-cash transactions of $12,000 for stock issued in lieu of payment and  $17,000 related to warrants issued to Wharton Consulting), for the year ended April 30, 2010. At April 30, 2010, the Company owed Wharton Consulting $6,000. There were no outstanding liabilities to Wharton Consulting at April 30, 2011.
  For the year ended April 30, 2011, the Company’s CFO provided professional services to High Plains Gas, Inc. (“High Plains”), valued at $15,111, which has been recorded as a reduction to personnel costs.  The Company also sold eight ARID tools to High Plains for a total of $80,000 during the year ended April 30, 2011.  The Company has recorded accounts receivable from High Plains of $12,578 as of April 30, 2011. High Plains presently owns beneficially approximately 38.8% of the Company’s restricted common stock and High Plains’s President and COO is a member of Big Cat’s Board of Directors.
  During the year ended April 30, 2011, the Company borrowed $11,000 from Raymond Murphy, an officer and Director of the Company. The funds were used for operating expenses and were reimbursed to Mr. Murphy prior to April 30, 2011.
  During the year ended April 30, 2011, Sterling Oil & Gas Company, an affiliate of Big Cat, paid $8,294 of operating expenses on behalf of Big Cat. These payments have been recorded as an accrued liability of the Company.
  7.
Shareholders’ Equity:
  Private Offerings –
  During the year ended April 30, 2011, the Company issued 363,334 shares of restricted common stock to non-officer employees in lieu of payment of $32,700 in salary. As a second transaction, the Company completed a private placement of 20,000,000 restricted shares of Big Cat common stock at $0.03 per share and warrants to purchase an additional 10,000,000 restricted shares of Big Cat common stock exercisable at $0.15 per share. The warrants have a five year term from date of issue. The Company received proceeds of $717,426 in the private placement consisting of $200,000 cash and High Plains Gas Inc. restricted common stock valued at $517,426. As a third transaction, the Company issued 3,746,069 shares of restricted common stock at $0.10 per share and warrants to purchase an additional 1,873,033 shares exercisable at $0.15 to officers, employees and a vendor in lieu of payment of salary and vendor obligations. The warrants have a five year term from date of issue. The Company recognized a non-cash expense of $11,667 for the difference between the fair value of the stock issued and the vendor liabilities relieved of $5,000. The Company recognized non-cash salary expense of $357,940 for the fair value of the stock issued.
 
 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.
 
 F-12
  35
  
 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.
 
 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.
 
 8.
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 granted 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 became 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. During Fiscal 2011, the Board of Directors granted options to purchase 200,000 shares to Mark Hettinger, Director. The options were immediately exercisable at $.15 per share and expire January 12, 2016. Director David Brennan resigned effective January 4, 2011, however pursuant to revisions to the 2007 Plan; he retained the options previously granted to him.
  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, 2011
Year ended April 30, 2010Expected dividend yield
–
–Expected price volatility
178%
152%Risk free interest rate
1.99%
2.65%Expected term of options (in years)
5 years
5 years
 
  
  F-13
   36
  
 A summary of option activity under the Plan and changes during the years then ended is presented below:
  Number

of Shares

Weighted

Average

Exercise

Price

Weighted

Average

Remaining

Contractual

Term

Aggregate

Intrinsic

ValueOptions outstanding – May 1, 2006
–

$ –

–

$                –Granted during period
1,550,000

.50

–

–Exercised during period
–

–

–

–Forfeited during period
–

–

–

–Expired during period
–

–

–

–Options outstanding –April 30, 2007
1,550,000

.50

5

3,934,172Granted during period
1,860,000

.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

3,907,705Granted during period
200,000

.15

4.70

28,000Exercised during period
--

--

--

--Forfeited during period
--

--

--

--Expired during period
--

--

--

--Options outstanding-April 30, 2011
4,135,000

.37

2.49

$3,935,705Exercisable at April 30, 2011
4,135,000

$ 0.37

2.49

$ 3,935,705
 
  The weighted average grant date intrinsic value of options granted during the years ended April 30, 2011 and 2010 was $0.15 and $0.15 per share respectively.  The weighted average remaining contractual term is 2.49 years for all options outstanding.
  As of April 30, 2011, and 2010 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-14
  
   37
  
 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

--Issued during period
11,873,033

.15

4.67

--Exercised during period
–

–

–

--Forfeited during period
–

–

–

–Expired during period
(1,000,000)

.75

–

–Exercisable at April 30, 2011
19,173,033

$0.15

3.36

--
 
  9.
Income Taxes:
  Deferred tax assets (liabilities) are comprised of the following:
  April 302011


2010Deferred tax assets:Stock-based compensation

$
2,128,000


$
2,053,000Deferred revenue and salaries


47,000



54,000Benefit of net operating loss


1,727,000



1,407,000Net operating loss and credit carryforwardsTotal deferred tax assets


3,902,000



3,514,000Valuation allowance


(3,902,000
)


(3,514,000
)$
–


$
–
 
  F-15
   38
  
  A reconciliation of our effective tax rate to the federal statutory tax rate of 35% is as follows:
  April 302011


2010Expected benefit at federal statutory rate


(35
%)


(35
%)State taxes net of federal benefit


--



--Permanent differences


.04
%


.12
%Change in rate


--



--Other-true up rate


--



--Change in valuation allowance


34.96
%


34.88
%–



–
 
  The Federal net operating loss (NOL) carryforward of approximately $4,933,000 as of April 30, 2011 expires on various dates through 2031.  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 identified no significant uncertain tax positions as of April 30, 2011 or 2010. 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. No interest and penalties related to uncertain tax positions were accrued as of April 30, 2011 or 2010.
  The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions and is no longer subject to examinations by tax authorities for tax years before 2007.
  10.
Subsequent Events:
 
 Management has evaluated all activity of the Company and concluded no subsequent events have occurred that would require disclosure.
 
 
 F-16
 
  39
  ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
 
 There have been no reportable disagreements or events.
 
 ITEM 9A(T).  CONTROLS AND PROCEDURES.
 
 EVALUATION OF DISCLOSURE 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, 2011, its disclosure controls and procedures are not effective as described below.
 
 MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 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 not effective as of April 30, 2011 due to the existence of significant deficiencies constituting a material weakness, as described below.
 
 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.
 
 LIMITATIONS ON EFFECTIVENESS OF CONTROLS
 Our Principal Executive Officer and Principal Financial Officer do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that
 breakdowns can occur because of a simple error or mistake.  Additional controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.  The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
  40
  
 MATERIAL WEAKNESS IDENTIFIED
 A material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
 
 In connection with the preparation of our financial statements for the year ended April 30, 2011, certain significant deficiencies in internal control became evident to management that represent a material weakness.  The Company experienced an increasing complexity in its transactions during the fiscal year ended April 30, 2011 and this complexity resulted in significant adjustments to the accounting records underlying the financial statements. Management corrected all misstatements prior to the release of the Company’s April 30, 2011 financial statements.
 
 CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
 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, 2011. The conclusion by Management that disclosure controls and procedures and controls over financial reporting were not effective during the current year ended April 30, 2011 was due to an increase in the complexity of transactions during the current year.
 
 ITEM 9B.  OTHER INFORMATION.
 
 None
 
 PART III
 
 ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 The name, age and position of our directors and executive officers is set forth below:
 
 
 Name
Age
Position HeldTimothy G. Barritt
61
President, Principal Executive Officer, and DirectorRichard G. Stockdale
67
DirectorRaymond P. Murphy
52
Chief Operations Officer and DirectorRichard G. Stifel

Thomas E. Wharton

Mark D. Hettinger
64

49

52
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 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.    Each Director has served since the time of his appointment referred to in the biographical information below.  .
  41
  
 Timothy G. Barritt - President, Principal Executive Officer, and Director.Mr. Barritt has served as a director, president and principal executive officer of Big Cat since January 20, 2006.   During the same period 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.
 
 Richard G. Stockdale –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.
 
 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.  Mr. Murphy holds a Bachelor of Science degree in geology and biology from Chadron State College, Chardon, Nebraska.
 
 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. He was 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 was 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.
   42
  
 Mark D. Hettinger, Director. Mr. Hettinger was appointed a director of the Company in January, 2011.    In 1979, Mr. Hettinger founded Hettinger Welding, an energy industry construction firm headquartered in the western United States.  Mr. Hettinger served as CEO of Hettinger Welding and grew the company from one welding truck to a team of over 1500 employees.  In 2008, Mr. Hettinger stepped down as CEO of Hettinger Welding to start High Plains Gas Inc., an oil and gas development company located in Gillette, Wyoming.  Mr. Hettinger currently serves as President and Chairman of High Plains Gas Inc. and he continues to actively serve on the Hettinger Welding Board of Directors.
 
 Change in Control.Effective December 16, 2010, the Company approved the sale of 20,000,000 shares of restricted common stock to High Plains Gas Inc. for $.03 per share. The Company received proceeds of $200,000 cash and 739,180 shares of restricted common stock of High Plains Gas, Inc. The sale also included 10,000,000 presently exercisable warrants to purchase restricted common stock of Big Cat at a price of $.15 per share. The warrants have a five year term. The terms of the sale included a provision to add Mark D. Hettinger, Chairman and COO of High Plains Gas, Inc., to the Big Cat Board, which was approved by the Board on January 12, 2011.    As a result of the transaction, Mr. Hettinger owns beneficially 38.8% of the issued and outstanding stock of Big Cat, assuming exercise of all options held by him.  (See “Securities Ownership of Certain Beneficial Owners and Management”).
 
 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, 2011, 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.
 
  43
  
 Audit Committee and Charter
 
 The Company's board of directors does not have an "audit  committee financial expert," serving on its audit committee or a charter within  the meaning of such phrases under applicable regulations of the Securities and Exchange Commission,    However, the board of directors believes that all members of its board are financially literate and experienced in business matters, and that one or more members of the board are capable of (i) understanding generally accepted accounting principles ("GAAP") and financial statements, (ii) assessing the general application of GAAP principles in connection with our accounting for estimates, accruals and reserves, (iii) analyzing and evaluating our financial statements, (iv) understanding our internal controls and procedures for financial reporting;  and (v) understanding audit committee functions, all of which are attributes of an audit committee financial expert.  However, the board of directors believes that there is not any board member who has obtained these attributes through the experience specified in the SEC's definition of "audit committee financial expert." Further, like many small companies, it is difficult for the Company to attract and retain board members who qualify as "audit committee financial experts," and competition for these individuals is significant.  The board believes that its current board is able to fulfill its role under SEC regulations despite not having a designated "audit committee financial expert."
 
 Nominating Committee
 
 The full board of directors of the Company functions as a nominating committee to select potential
 directors of the Company.   The board has not specifically designated a separate nominating committee because all members of the board of directors desire to be involved in the selection of any new director.  The board does not have a specific charter to govern its actions as a nominating committee.   The board’s unwritten policy for consideration of potential members of the board nominated by shareholders is to seriously consider any potential board member that has personal relationships and/or expertise that might be beneficial to the Company’s business. The Company has in the past and expects to continue in the future to be interested in discussions with persons interested in the Company’s business and able to make a significant contribution to the success of the Company.
 
 Shareholders that desire to introduce persons to the Company’s board of directors should contact Timothy Barritt, Principal Executive Officer and Director with any suggestions or recommendations for director.   He may be reached through the Company’s office telephone 307-468-9369 during regular business hours.   A copy of the resume of any candidates should be submitted with the inquiry.   At the present time, the Company is not actively searching for additional members of the board, however members of the board are interested in meeting qualified persons.   Qualified persons normally would be persons that have professional or technical experience in the oil and gas industry.   The Company is especially interested in persons with fund raising contacts or technology development contacts.   Generally, shareholder nominees would be evaluated in the same manner as any other nominee.
 
 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.
  44
  
 SUMMARY COMPENSATION TABLE
 Payouts(a)
(b)
(c)
(d)
(e)SecuritiesUnderlying
All OtherName and Principal
Fiscal
Salary
Options /
Comp.Position
Year
($) [1]
SARs (#)[2]
($) [3]Timothy Barritt
2011
56,667
--
21,809PEO
2010
92,916
--
18,4922009
125,000
300,000
15,596Raymond Murphy
2011
49,583
--
14,564COO
2010
92,916
--
14,4762009
125,000
300,000
10,873Richard G. Stifel

PFO
2011

2010
20,208

30,500
--

--
11,791

10,6692009
125,000
250,000
18,649
 
 [1]           During the fiscal year ended April 20, 2011 the Company accrued but has not paid Mr. Barritt $28,333, Mr. Murphy $35,417 and Mr. Stifel $7,500 for salaries. These amounts are included in the accrued payables at April 30, 2011. As of December 9, 2010, and in partial settlement of deferred but unpaid salary, the Board of Directors of the Company authorized the issue of 866,667 shares of restricted common stock at $.10 per share to each of Tim Barrett, Ray Murphy and Richard Stifel.    In connection with the payment in stock, the Company also issued to each of them options to purchase 433,333 shares of restricted common stock exercisable at $.15 per share for a period of five years.  Effective March 31, 2011, the Board of Directors terminated the Company’s Salary Deferral Agreement of July 25, 2009, although the security interests and financing statements/other filings granted by Big Cat to secure payment of amounts deferred but unpaid as of March 31, 2011 remain effective.  The Board also established the annual compensation of each of the foregoing three officers at $85,000 per year commencing May 1, 2011.
 
 [2]           The Company granted to Messrs. Barritt, Murphy and Stifel stock options to purchase 300,000, 300,000 and 250,000 shares respectively of restricted common stock on December 31, 2008 as compensation for services as our chief executive officer, vice president and CFO respectively. These options are exercisable at a price of $0.12 per share until December 31, 2014.
 
 [3] The Company pays for the officer’s health insurance, disability insurance, dental insurance and life insurance as part of their compensation package.
 
 
  45
  
 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 GRANTS IN THE LAST FISCAL YEAR
 Name and Principal Position
Number of Securities Underlying Options Granted [2]
% of Total Options Granted to Employees in Fiscal Year [1]
Exercise

Price

($/Share
Expiration

DateTimothy Barritt

PEO
433,333
23.1%
$0.15
December 9, 2015Raymond Murphy

COO
433,333
23.1%
$0.15
December 9, 2015Richard G. Stifel

PFO
433,333
23.1%
$0.15
December 9, 2015
 
 [1]           Based on 1,873,033 options or warrants granted to employees during the last fiscal year.
 
 [2]           See footnote 1 to Summary Compensation Table.
 
 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
 AND FY-END OPTION VALUES
 Name
Shares Acquired

on Exercise (#)
Value Realized ($)
Number of Securities Underlying Unexercised Options 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


1,333,333PEO
--
--Richard Stifel


1,183,333PFO
--
--Raymond Murphy


1,333,333COO
--
--
  46
  
 
 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
 Name
Number of Securities Underlying Unexercised Options (#) Exercisable
Number of Securities Underlying Unexercised Options (#) Unexercisable
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
Option Exercise Price
Option Expiration Date
Number of Shares or Units of Stock That Have Not Vested (#)
Market Value of Shares or Units of Stock That Have Not Vested ($)
Equity Incentive Plan Awards: Number of Unearned shares, Units or Other Rights That Have Not Vested(#)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)Timothy Barritt PEO
433,333

300,000

300,000

300,000
--

--

--

0.15

0.50

0.62

0.12
12/09/2015

4/27/2012

4/30/2013

12/31/2014Richard Stifel PFO
433,333

250,000

250,000

250,000
--

--

--

0.15

0.50

0.62

0.12
12/09/2015

4/27/2012

4/30/2013

12/31/2014Raymond Murphy

COO
433,333

300,000

300,000

300,000
--

--

--

0.15

0.50

0.62

0.12
12/09/2015

4/27/2012

4/30/2013

12/31/2014
 During the fiscal year ended April 30, 2011, 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.
 
 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.
 
  47
  
 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
1,000
0
0
0

0
$36,000David D. Brennan resigned 1/4/2011
2,000
0
0
0

0
0Mark D. Hettinger
0
0
0
0
200,000 [1]
0
0
 
 [1]           We granted to Mr. Hettinger stock options to purchase 200,000 shares of our common stock on January 12, 2011 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 12, 2016.
 
 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.
 
 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.
 
  48
  
 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
5,200,000 [3]
7.5%Raymond Murphy
common stock
5,200,000 [4]
7.5%Richard Stockdale
common stock
3,900,000 [5]
5.7%Richard G. Stifel
common stock
2,054,900 [6]
3.0%Thomas E Wharton
common stock
540,000 [8]
0.8%Mark D. Hettinger/

High Plains Gas, Inc.
common Stock
30,200,000 [9]
38.8%All officers and directors as

47,094,900
56.9%a group (6 Individuals)Michael Schaefer
common stock
17,909,500 [7]
24.7%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, 2011 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 67,590,403 shares of common stock outstanding on July 29, 2011 plus the additional shares subject to presently exercisable options for each individual or the group..
 
 [3]           Includes 1,333,333 options and warrants currently exercisable.
 
 [4]           Includes 1,333,333 options and warrants currently exercisable.
 
 [5]           Includes 900,000 options currently exercisable.
  49
  
 [6]           Includes 1,183,333 options and warrants currently exercisable.
 
 [7]           Includes currently exercisable warrants to purchase 5,000,000 shares at $0.15 that expire July 2012
 
 [8}           Includes 300,000 warrants currently exercisable at $0.14 and expire in 2015
 
 [9]           Includes 20,000,000 shares and 10,000,000 currently exercisable warrants, at $.15, that expire January 2016, held by High Plains Gas, Inc, of which Mr. Hettinger is the Chairman, COO and a principal shareholder.  Also includes an additional 200,000 options held by Mr. Hettinger and currently exercisable by him.
 
 
 ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
 
 For year ended April, 30 2011 and 2010, the officers of the Company provided management services to its affiliated company, Sterling Oil & Gas Company. The Company did not charge Sterling for these services.
  The Company retained Wharton Consulting during the 2010 fiscal year to provide marketing service to the Company. Thomas E, Wharton, a Director for the Company, is the managing partner of Wharton Consulting. Mr. Wharton is also the step-brother of Michael Schaefer, a principal Big Cat shareholder who currently owns beneficially approximately 24.7 % of the common stock of the Company. The Company recorded consulting fees to Mr. Wharton and Wharton Consulting of $36,000 for the year ended April 30, 2011, compared to $127,635 (which included non-cash transactions of $12,000 for stock issued in lieu of payment and  $17,000 related to warrants issued to Wharton Consulting), for the year ended April 30, 2010. At April 30, 2010, the Company owed Wharton Consulting $6,000. There were no outstanding liabilities to Wharton Consulting at April 30, 2011.
  For the year ended April 30, 2011, the Company’s CFO provided professional services to High Plains Gas, Inc. (“High Plains”), valued at $15,111, which has been recorded as a reduction to personnel costs.  The Company also sold eight ARID tools to High Plains for a total of $80,000 during the year ended April 30, 2011.  The Company has recorded accounts receivable from High Plains of $12,578 as of April 30, 2011. High Plains presently owns beneficially approximately 38.8% of the Company’s restricted common stock and High Plains’s President and COO is a member of Big Cat’s Board of Directors.
  During the year ended April 30, 2011, the Company borrowed $11,000 from Raymond Murphy, an officer and Director of the Company. The funds were used for operating expenses and were reimbursed to Mr. Murphy prior to April 30, 2011.
  During the year ended April 30, 2011, Sterling Oil & Gas Company, an affiliate of Big Cat, paid $8,294 of operating expenses on behalf of Big Cat. These payments have been recorded as an accrued liability of the Company.
  
 See Footnote 1 to the Summary Compensation Table regarding a settlement of a portion of deferred salary with certain officers of the Company by issuance of stock and stock options.
  50
  
 ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES
 
 (1) Audit Fees
 
 The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:
 
 2011
$
35,477.00

Eide Bailly LLP, Certified Public Accountant2010
$
29,755.00

Eide Bailly LLP, Certified Public Accountants
 
 
 (2) Audit-Related Fees
 
 The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:
 
 2011
$
0.00

Eide Bailly LLP, Certified Public Accountant2010
$
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:
 
 2011
$
1,495.00

Eide Bailly LLP, Certified Public Accountant2010
$
3,675.00

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:
 
 2011
$
0.00

Eide Bailly LLP, Certified Public Accountant2010
$
0.00

Eide Bailly LLP, Certified Public Accountants
 
  51
  
 (5) Our board of director functioning as an audit committee pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approves all accounting related activities prior to the performance of any services by any accountant or auditor.
 
 (6) The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.
 
 PART IV
 
 ITEM 15.  EXHIBITS.
 
 (1)  Financial Statements
 
 The financial statements of Big Cat Energy Corporation and the independent registered public accounting firms report dated July 26, 2011, 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.

10.1

10.2
Document Description

Stock Purchase Agreement with High Plains Gas, Inc. of December 8, 2010, incorporated by reference to Form 8-K filed December 14, 2010

Registration Rights Agreement with High Plains Gas, Inc. of December 9, 2010 incorporated by reference to Form 8-K filed December 14, 201031.1
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).
 
  52
  
 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 26th day of July, 2011.
 
 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,
July 26, 2011Timothy Barritt
and a member of the Board of DirectorsChief Operations Officer, and/s/ Raymond Murphy
a member of the Board of Directors
July 26, 2011Raymond Murphy/s/ Richard G. Stockdale
A member of the Board of Directors
July 26, 2011Richard G. Stockdale/s/ Thomas E. WhartonThomas E. Wharton
A member of the Board of Directors
July 26, 2011/s/ Mark D. HettingerMark D. Hettinger
A member of the Board of Directors
July 26, 2011