UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q
(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934

                For the quarterly period ended February 28, 2011

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

                 For the transition period from _____ to _______

                       Commission File Number: 333-146561

                          SYNERGY RESOURCES CORPORATION
                 ----------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                 Colorado                          20-2835920
     -------------------------------            --------------------
     (State or other jurisdiction of            (I.R.S. Employer
      incorporation or organization)             Identification No.)

                  20203 Highway 60, Platteville, Colorado 80651
                   ------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

        Registrant's telephone number including area code: (970) 737-1073

                                       N/A
     ----------------------------------------------------------------------
         Former name, former address, and former fiscal year, if changed
                                since last report

Indicate by check mark whether the registrant (1) 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 [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. Yes [ ] No [ ]

Larger accelerated filer  [  ]                Accelerated filer
[  ]
Non-accelerated filer       [  ]              Smaller reporting company   [X]

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

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 34,086,548 shares outstanding
as of April 6, 2011.
<PAGE>

                          SYNERGY RESOURCES CORPORATION

                                      Index

                                                                          Page
                                                                          ----
Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements

         Balance Sheets as of February 28, 2011 (unaudited)
            and August 31, 2010                                             3

         Statements of Operations for the three and six months ended
            February 28, 2011 and 2010 (unaudited)                          4

         Statements of Cash Flows for the six months ended
            February 28, 2011 and 2010 (unaudited)                          5

         Notes to Financial Statements (unaudited)                          6

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                             22

Item 4.  Controls and Procedures                                           33

Part II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                 34


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds       34

Item 3.  Defaults Upon Senior Securities                                   34

Item 4.  Submission of Matters to a Vote of Security Holders               34

Item 5.  Other Information                                                 34

Item 6.  Exhibits                                                          34

SIGNATURES                                                                 35

<PAGE>
SYNERGY RESOURCES CORPORATION
                                 BALANCE SHEETS

                                                  As of              As of
                                            February 28, 2011   August 31, 2010
                                              (unaudited)
                                     ASSETS
Current assets:
Cash and cash equivalents                      $ 21,161,538       $ 6,748,637
Accounts receivable:
  Oil and gas sales                               1,847,132           377,675
  Joint interest billing                          2,046,643         1,930,810
  Related party receivable                           68,279           867,835
Inventory                                           506,845           387,864
Other current assets                                 81,401            12,310
                                              -------------       -----------
Total current assets                             25,711,838        10,325,131
                                              -------------       -----------

Property and equipment:
Oil and gas properties, full cost method, net    16,500,170        12,692,194
Other property and equipment, net                   217,533           150,789
                                              -------------       -----------
Property and equipment, net                      16,717,703        12,842,983
                                              -------------       -----------

Debt issuance costs, net of amortization            422,528         1,587,799
Other assets                                         85,000            86,000
                                              -------------       -----------
Total assets                                  $  42,937,069      $ 24,841,913
                                              =============      ============

                  LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable:
Trade                                       $     4,961,604    $    3,015,562
Related party payable                                     -           554,669
Accrued expenses                                    856,281           517,921
                                              -------------       -----------
Total current liabilities                         5,817,885         4,088,152
                                              -------------       -----------

Asset retirement obligations                        346,204           254,648
Convertible promissory notes, net
  of debt discount                                4,946,032        12,190,945
Derivative conversion liability                  10,246,260         9,325,117
                                              -------------       -----------
Total liabilities                                21,356,381        25,858,862
                                              -------------       -----------

Commitments and contingencies (See Notes 8 and 9)

Shareholders' equity (deficit):
 Preferred stock - $0.01 par value,
   10,000,000 shares authorized:
     no shares issued and outstanding                     -                 -
 Common stock - $0.001 par value, 100,000,000
   shares authorized:
     28,763,441 and 13,510,981  shares issued
     and outstanding as of February 28, 2011,
     and August 31, 2010, respectively               28,764            13,511
Additional paid-in capital                       57,789,711        22,308,963
Accumulated (deficit)                           (36,237,787)      (23,339,423)
                                              -------------       -----------
Total shareholders' equity (deficit)             21,580,688        (1,016,949)
                                              -------------       -----------
Total liabilities and shareholders'
   equity (deficit)                           $  42,937,069       $24,841,913
                                              =============       ===========

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

                                       3
<PAGE>


                          SYNERGY RESOURCES CORPORATION
                            STATEMENTS OF OPERATIONS
                                   (unaudited)
<TABLE>
<S>                                          <C>           <C>             <C>           <C>
                                             Three Months Ended           Six Months Ended
                                               February 28,                 February 28,
                                            2011          2010            2011          2010
                                            ----          ----            ----          ----
 Revenues:
    Oil and gas revenues               $ 2,033,687    $  335,725       $3,477,282    $  388,511
    Service revenues                        19,847             -           27,289             -
                                       -----------    ----------       ----------    ----------
 Total revenues                          2,053,534       335,725        3,504,571       388,511
                                       -----------    ----------       ----------    ----------
 Expenses:
 Lease operating expenses                  260,480        47,152          463,155        55,042
 Depreciation, depletion, and
    amortization                           647,205        64,733        1,232,186        92,939
 General and administrative                459,436       354,278        1,111,979       635,410
                                       -----------    ----------       ----------    ----------
 Total expenses                          1,367,121       466,163        2,807,320       783,391
                                       -----------    ----------       ----------    ----------
 Operating income (loss)                   686,413      (130,438)         697,251     (394,880)
                                       -----------    ----------       ----------    ----------

 Other income (expense):
 Change in fair value of derivative
    conversion liability                (9,926,158)            -      (10,315,421)            -
 Interest expense, net                  (2,514,045)     (414,136)      (3,296,084)     (414,136)
 Interest income                            15,430           913           15,891         3,686
                                       -----------    ----------       ----------    ----------
 Total other income (expense)          (12,424,773)     (413,223)     (13,595,614)     (410,450)
                                       -----------    ----------       ----------    ----------

 Loss before income taxes              (11,738,360)     (543,661)     (12,898,363)     (805,330)

 Provision for income taxes                      -             -                -             -
                                       -----------    ----------       ----------    ----------
 Net loss                            $ (11,738,360)  $  (543,661)    $(12,898,363)   $ (805,330)
                                     =============   ===========     ============    ==========

 Net loss per common share:
 Basic and Diluted                           (0.55)        (0.05)           (0.73)        (0.07)
                                     =============   ===========     ============    ==========
 Weighted average shares outstanding:
 Basic and Diluted                      21,487,951    11,998,000       17,580,331    11,998,000
                                     =============   ===========     ============    ==========
</TABLE>


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


                                       4
<PAGE>

                             SYNERGY RESOURCES CORPORATION
                                STATEMENTS OF CASH FLOWS
                                      (unaudited)

                                                  Six Months Ended February 28,
                                                        2011             2010
                                                    ------------     -----------
 Cash flows from operating activities:
    Net loss                                     $ (12,898,363)     $  (805,330)
                                                 -------------      -----------
    Adjustments to reconcile net loss to net
     cash provided by (used in) operating
      activities:
      Depreciation, depletion, and amortization      1,232,186           92,939
      Amortization of debt issuance cost             1,165,271          100,137
      Accretion of debt discount                     1,902,002          245,343
      Stock-based compensation                         260,971           10,829
      Change in fair value of derivative
        liability                                   10,315,421                -
    Changes in operating assets and
        liabilities:
      Accounts receivable                             (785,734)        (440,421)
      Inventory                                       (118,981)         333,115
      Accounts payable                               2,322,788          120,711
      Accrued expenses                                 341,476           91,207
      Other                                            (68,091)         (31,638)
                                                 -------------      -----------
    Total adjustments                               16,567,309          522,222
                                                 -------------      -----------
     Net cash provided by (used in)
      operating activities                           3,668,946         (283,108)
                                                 -------------      -----------
Cash flows from investing activities:
     Acquisition of property and equipment          (5,946,766)      (3,748,918)
                                                 -------------      -----------
     Net cash used in investing activities          (5,946,766)      (3,748,918)
                                                 -------------      -----------
Cash flows from financing activities:
     Cash proceeds from sale of stock               18,000,000               --
     Offering costs                                 (1,309,279)              --
     Cash proceeds from convertible
        promissory notes                                    --       11,761,000
     Debt issuance costs                                    --         (765,731)
     Payment of deferred offering costs                     --         (942,717)
                                                 -------------      -----------
     Net cash provided by financing
       activities                                   16,690,721       10,052,552
                                                 -------------      -----------
Net increase in cash and equivalents                14,412,901        6,020,526

Cash and equivalents at beginning of period          6,748,637        2,854,659
                                                 -------------      -----------
Cash and equivalents at end of period           $   21,161,538      $ 8,875,185
                                                ==============      ===========

Supplemental Cash Flow Information (See Note 11)

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


                          SYNERGY RESOURCES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                February 28, 2011
                                   (unaudited)

1.     Organization and Summary of Significant Accounting Policies

     Organization:  Synergy Resources Corporation (the "Company") represents the
result  of  a  merger  transaction  on  September  10,  2008,  between  Brishlin
Resources,   Inc.  ("Predecessor  Brishlin"),  a  public  company,  and  Synergy
Resources Corporation ("Predecessor Synergy"), a private company. The Company is
engaged in oil and gas  acquisitions,  exploration,  development  and production
activities,  primarily in the area known as the Denver-Julesburg  ("D-J") Basin.
The Company has adopted August 31st as the end of its fiscal year.

     Interim Financial  Information:  The interim financial  statements included
herein have been prepared by the Company,  without audit,  pursuant to the rules
and regulations of the Securities and Exchange Commission ("SEC") as promulgated
in Item 210 of Regulation S-X. The Company prepares its financial  statements in
accordance with accounting principles generally accepted in the United States of
America ("US GAAP").  Certain  information  and  footnote  disclosures  normally
included in financial  statements  prepared in accordance with US GAAP have been
condensed  or omitted  pursuant to such SEC rules and  regulations.  The Company
believes  that the  disclosures  included are  adequate to make the  information
presented not misleading, and recommends that these financial statements be read
in conjunction with the audited  financial  statements and notes thereto for the
year ended August 31, 2010.

     In  management's  opinion,  the unaudited  financial  statements  contained
herein reflect all  adjustments,  consisting  solely of normal  recurring items,
which  are  necessary  for the  fair  presentation  of the  Company's  financial
position,  results of operations, and cash flows on a basis consistent with that
of its prior audited financial  statements.  However,  the results of operations
for interim periods may not be indicative of results to be expected for the full
fiscal year.

     Reclassifications:  Certain amounts previously  presented for prior periods
have  been   reclassified   to  conform  to  the   current   presentation.   The
reclassifications had no net effect on net loss,  shareholders' equity (deficit)
or cash flows.

     Use of Estimates:  The  preparation  of financial  statements in conformity
with US GAAP requires  management to make estimates and assumptions  that affect
the reported amount of assets and  liabilities,  including oil and gas reserves,
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.  Management  routinely makes judgments and estimates about the
effects of matters that are inherently uncertain. Management bases its estimates
and  judgments on  historical  experience  and on various other factors that are
believed to be reasonable under the circumstances, the results of which form the
basis for making  judgments  about the carrying values of assets and liabilities
that are not readily apparent from other sources.  Estimates and assumptions are
revised periodically and the effects of revisions are reflected in the financial
statements in the period it is determined to be necessary.  Actual results could
differ from these estimates.

     Cash and Cash Equivalents: The Company considers cash in banks, deposits in
transit,  and highly liquid debt instruments  purchased with original maturities
of three months or less to be cash and cash equivalents.

     Inventory:   Inventories  consist  primarily  of  tubular  goods  and  well
equipment to be used in future drilling  operations or repair operations and are
carried at the lower of cost or market.

                                       6
<PAGE>

     Oil and Gas Properties: The Company uses the full cost method of accounting
for  costs  related  to its oil  and  gas  properties.  Accordingly,  all  costs
associated  with  acquisition,  exploration,  and  development  of oil  and  gas
reserves  (including the costs of unsuccessful  efforts) are capitalized  into a
single full cost pool.  These costs include land acquisition  costs,  geological
and geophysical expense, carrying charges on non-producing properties,  costs of
drilling and overhead  charges  directly  related to acquisition and exploration
activities.  Under the full cost method,  no gain or loss is recognized upon the
sale or  abandonment of oil and gas properties  unless  non-recognition  of such
gain or loss would  significantly  alter the  relationship  between  capitalized
costs and proved oil and gas reserves.

     Capitalized  costs  of oil  and  gas  properties  are  depleted  using  the
unit-of-production method based upon estimates of proved reserves. For depletion
purposes,  the volume of petroleum  reserves and  production is converted into a
common unit of measure at the energy equivalent  conversion rate of six thousand
cubic feet of natural gas to one barrel of crude oil. Investments in unevaluated
properties  and  major  development  projects  are not  amortized  until  proved
reserves  associated  with the projects can be  determined  or until  impairment
occurs.  If the  results  of an  assessment  indicate  that the  properties  are
impaired,  the amount of the impairment is added to the capitalized  costs to be
amortized.

     Under the full cost method of accounting,  a ceiling test is performed each
quarter.  The full cost ceiling test is an  impairment  test  prescribed  by SEC
regulations.  The ceiling  test  determines a limit on the book value of oil and
gas properties.  The capitalized costs of proved oil and gas properties,  net of
accumulated  depreciation,  depletion,  and  amortization,  the related deferred
income  taxes,  and the  cost of  unevaluated  properties,  may not  exceed  the
estimated  future net cash flows from proved oil and gas  reserves,  less future
cash  outflows  associated  with  asset  retirement  obligations  that have been
accrued, plus the cost of unevaluated  properties not being amortized,  plus the
lower of cost or  estimated  fair  value of  unevaluated  properties  not  being
amortized,  less income tax effects related to differences  between the book and
tax  basis  of the  cost of  properties  not  being  amortized  and the  cost or
estimated  fair  value  of  unproved  properties  included  in  the  cost  being
amortized.  Prices are held constant for the  productive  life of each well. Net
cash flows are  discounted at 10%. If net  capitalized  costs exceed this limit,
the excess is  charged  to  expense  and  reflected  as  additional  accumulated
depreciation,  depletion and  amortization.  The  calculation of future net cash
flows assumes  continuation  of current  economic  conditions.  Once  impairment
expense  is  recognized,  it  cannot be  reversed  in  future  periods,  even if
increasing  prices raise the ceiling  amount.  No provision for  impairment  was
required for either the six months ended February 28, 2011 or 2010.

     The oil and  natural  gas prices used to  calculate  the full cost  ceiling
limitation  are  based  upon  a 12  month  rolling  average,  calculated  as the
unweighted arithmetic average of the first day of the month price for each month
within the 12 month  period  prior to the end of the  reporting  period,  unless
prices are defined by contractual arrangements. Prices are adjusted for basis or
location differentials.

     Oil and Gas Reserves:  The  determination  of  depreciation,  depletion and
amortization  expense,  as well as the ceiling test  calculation  related to the
recorded value of the Company's oil and natural gas  properties,  will be highly
dependent on the estimates of the proved oil and natural gas  reserves.  Oil and
natural gas reserves include proved reserves that represent estimated quantities
of crude oil and natural gas which  geological and engineering  data demonstrate
with  reasonable  certainty  to  be  recoverable  in  future  years  from  known
reservoirs under existing economic and operating conditions.  There are numerous
uncertainties  inherent in  estimating  oil and natural gas  reserves  and their
values,  including  many  factors  beyond the  Company's  control.  Accordingly,
reserve estimates are often different from the quantities of oil and natural gas
ultimately  recovered and the  corresponding  lifting costs  associated with the
recovery of these reserves.

                                       7
<PAGE>

     Capitalized  Overhead:  A portion of the  Company's  overhead  expenses are
directly attributable to acquisition and development activities.  Under the full
cost method of accounting,  these  expenses,  which totaled $43,228 and $107,948
for the three and the six months ended  February 28,  2011,  respectively,  were
capitalized in the full cost pool.

     Capitalized Interest: The Company capitalizes interest on expenditures made
in connection with exploration and development  projects that are not subject to
current amortization.  Interest is capitalized during the period that activities
are in  progress  to bring  the  projects  to their  intended  use.  Capitalized
interest was  $220,905 and $39,320 for the three months ended  February 28, 2011
and 2010,  respectively,  and  $340,644  and  $55,472  for the six months  ended
February 28, 2011 and 2010, respectively.

     Debt Issuance  Costs:  Debt issuance  costs of $2,041,455  were incurred in
connection  with the convertible  promissory  notes issued during the year ended
August 31,  2010 (see Note 6).  Amortization  expense,  is  recognized  over the
expected term of the debt, and is adjusted for early  conversion and redemption.
Amortization  expense of $995,150 and $100,137 was recorded for the three months
ended February 28, 2011 and 2010, respectively,  and $1,165,271 and $100,137 was
recorded for the six months ended February 28, 2011 and 2010, respectively.

     Fair Value Measurements:  Fair value is the price that would be received to
sell an asset or be paid to  transfer  a  liability  in an  orderly  transaction
between market  participants at the measurement  date (exit price).  The Company
uses market data or assumptions  that market  participants  would use in pricing
the asset or  liability,  including  assumptions  about risk.  These  inputs can
either be readily  observable,  market  corroborated or generally  unobservable.
Fair value balances are  classified  based on the  observability  of the various
inputs (see Note 7).

     Asset  Retirement  Obligations:  The  Company's  activities  are subject to
various laws and  regulations,  including legal and  contractual  obligations to
reclaim,  remediate,  or otherwise  restore  properties at the time the asset is
permanently  removed from  service.  The fair value of a liability for the asset
retirement  obligation  ("ARO") is initially  recorded  when it is incurred if a
reasonable  estimate of fair value can be made. This is typically when a well is
completed or an asset is placed in service.  When the ARO is initially recorded,
the Company  capitalizes the cost (asset retirement cost or "ARC") by increasing
the carrying value of the related asset. Over time, the liability  increases for
the change in its present value  (accretion of ARO),  while the net  capitalized
cost  decreases  over the useful  life of the asset.  The  capitalized  ARCs are
included  in the full cost  pool and  subject  to  depletion,  depreciation  and
amortization.   In  addition,   the  ARCs  are  included  in  the  ceiling  test
calculation.  Calculation  of an ARO requires  estimates  about  several  future
events,  including  the life of the  asset,  the costs to remove  the asset from
service,  and  inflation  factors.  The ARO is  initially  estimated  based upon
discounted  cash flows over the life of the asset and is  accreted to full value
over time using the Company's credit adjusted risk free interest rate. Estimates
are periodically reviewed and adjusted to reflect changes.

     Derivative  Conversion  Liability:  The Company  accounts  for the embedded
conversion  features in its convertible  promissory notes in accordance with the
guidance for derivative instruments, which requires a periodic valuation of fair
value  and a  corresponding  recognition  of  liabilities  associated  with such
derivatives. The recognition of derivative conversion liabilities related to the
issuance of  convertible  debt is applied first to the proceeds of such issuance

                                       8
<PAGE>

as a debt  discount  at the date of the  issuance.  Any  subsequent  increase or
decrease  in  the  fair  value  of  the  derivative  conversion  liabilities  is
recognized as a charge or credit to other income  (expense) in the statements of
operations.

     Revenue Recognition:  Revenue is recognized for the sale of oil and natural
gas when production is sold to a purchaser and title has  transferred.  Revenues
from  production on properties in which the Company shares an economic  interest
with  other  owners  are  recognized  on the  basis of the  Company's  interest.
Provided that  reasonable  estimates can be made,  revenue and  receivables  are
accrued, and differences between the estimates and actual volumes and prices, if
any, are adjusted upon  settlement,  which typically occurs sixty to ninety days
after production.

     Major  Customers and Operating  Region:  The Company  operates  exclusively
within the United States of America. Except for cash and equivalent investments,
all of the Company's  assets are employed in and all of its revenues are derived
from the oil and gas industry.

     The Company's oil and gas production is purchased by a few  customers.  The
table below  presents the  percentages of oil and gas revenue that was purchased
by major customers.

                                   Three Months Ended      Six Months Ended
                                       February 28,           February 28,
                                 -----------------------  --------------------
Major Customers                    2011         2010        2011      2010
                                 ----------   ----------  --------------------
Suncor Energy Marketing, Inc.       78%          42%        78%        36%
DCP Midstream LP                    19%          36%        19%        31%
Kerr-McGee Oil & Gas Onshore LP       *          22%          *        33%

     * less than 10%

     As there are other  purchasers  that are capable of and willing to purchase
the  Company's  oil and gas  production  and since the Company has the option to
change  purchasers  on its  properties  if  conditions  so warrant,  the Company
believes that its oil and gas  production can be sold in the market in the event
that  it  is  not  sold  to  the  Company's  existing  customers,  but  in  some
circumstances  a change in customers  may entail  significant  transition  costs
and/or shutting in or curtailing  production for weeks or even months during the
transition to a new customer.

     Stock Based Compensation: Stock based compensation is measured at the grant
date  based  upon the  estimated  fair  value of the  award and the  expense  is
recognized over the required employee service period, which generally equals the
vesting period of the grant.  The fair value of stock options is estimated using
the  Black-Scholes-Merton  option-pricing  model.  The fair value of  restricted
stock  grants is  estimated  on the grant  date based upon the fair value of the
common stock.

     Earnings Per Share  Amounts:  Basic earnings per share includes no dilution
and is computed by dividing net income (or loss) by the weighted-average  number
of shares outstanding during the period.  Diluted earnings per share reflect the
potential  dilution  of  securities  that  could  share in the  earnings  of the
Company.  For the six months ended February 28, 2011 and 2010,  diluted earnings
per share is equivalent to basic earnings per share, as all potentially dilutive
securities  have an  anti-dilutive  effect on earnings per share.  The following
potentially dilutive securities could dilute future earnings per share:

                                       9
<PAGE>

                                               February 28,
                                        ----------------------------
                                            2011           2010
                                        -------------  -------------
Convertible promissory notes               3,810,203      7,350,625
Accrued interest convertible into
  common stock                                49,450              -
Warrants(1)                               15,247,431     11,777,029
Employee stock options                     4,270,000      4,100,000
                                        -------------  -------------
      Total                               23,377,084     23,227,654
                                        =============  =============

     (1) Also as of  February  28, 2011 and 2010,  the Company had a  contingent
obligation to issue 63,466 potentially  dilutive  securities,  all of which were
excluded from the calculation  because the  contingency  conditions had not been
met.

     Income  Taxes:  Deferred  income taxes are recorded for timing  differences
between  items of income or expense  reported in the  financial  statements  and
those  reported  for income tax  purposes  using the  asset/liability  method of
accounting  for  income  taxes.  Deferred  income  taxes  and tax  benefits  are
recognized for the future tax consequences  attributable to differences  between
the financial  statement carrying amounts of existing assets and liabilities and
their respective tax bases, and for tax loss and credit carry-forwards. Deferred
tax assets and  liabilities  are measured  using  enacted tax rates  expected to
apply to taxable income in the years in which those  temporary  differences  are
expected to be recovered or settled. The Company provides for deferred taxes for
the  estimated  future tax effects  attributable  to temporary  differences  and
carry-forwards  when  realization  is  more  likely  than  not.  If the  Company
concludes  that it is more  likely  than not  that  some  portion  or all of the
deferred tax asset will not be  realized,  the balance of deferred tax assets is
reduced by a valuation allowance.  From inception through February 28, 2011, the
Company provided a full valuation  allowance  against  deferred tax assets.  The
Company  anticipates  that  improving  conditions  during the latter  periods of
fiscal 2011 will require an adjustment to the valuation allowance.

     The Company  follows the  provisions  of the ASC regarding  uncertainty  in
income taxes.  No significant  uncertain tax positions were identified as of any
date on or before  February 28, 2011.  Given the  substantial net operating loss
carry-forwards  at both  the  federal  and  state  levels,  neither  significant
interest expense nor penalties charged for any examining agents' tax adjustments
of income tax returns are anticipated as any such adjustments  would very likely
simply adjust the net operating loss carry-forwards.

     Recent Accounting Pronouncements:  The Company evaluates the pronouncements
of various  authoritative  accounting  organizations,  primarily  the  Financial
Accounting  Standards Board  ("FASB"),  the Emerging Issues Task Force ("EITF"),
and the SEC to  determine  the impact of new  pronouncements  on US GAAP and the
impact on the Company.

     Effective  September  1,  2010,  the  Company  adopted  ASU No.  2010-11  -
Derivatives  and Hedging,  which was issued in March 2010 and clarifies that the
transfer  of  credit  risk  that  is only in the  form of  subordination  of one
financial  instrument to another is an embedded  derivative  feature that should
not be subject to potential  bifurcation  and separate  accounting.  Adoption of
this ASU had no material affect on the Company's financial position,  results of
operations, or cash flows.

     There were various other accounting standards updates recently issued, most
of which represented  technical corrections to the accounting literature or were
applicable  to specific  industries,  and are not  expected to a have a material
impact on the Company's financial position, results of operations or cash flows.

                                       10
<PAGE>

2.     Accounts Receivable

     Accounts receivable consist primarily of trade receivables from oil and gas
sales and amounts due from other working  interest owners which have been billed
for their proportionate share of well costs. For receivables from joint interest
owners,  the  Company  typically  has  the  right  to  withhold  future  revenue
disbursements to recover outstanding joint interest billings. As of February 28,
2011 and August 31, 2010, major customers (i.e. those with balances greater than
10% of total receivables) are shown in the following table:

                                            As of          As of
      Accounts Receivable                February 28,    August 31,
      from Major Customers:                 2010            2010
      -------------------------          -----------    -------------
      Noble Energy, Inc.                     39%            27%
      Suncor Energy Marketing, Inc.          23%              *
      DCP Midstream LP                       13%              *

      * less than 10%

                                       11
<PAGE>

3.     Property and Equipment

     Capitalized costs of property and equipment at February 28, 2011 and August
31, 2010, consisted of the following:

                                                   As of             As of
                                             February 28, 2011   August 31, 2010
                                             -----------------   --------------
Oil and gas properties, full cost method:
   Unevaluated costs, not subject to
    amortization:
     Lease acquisition and other costs      $   2,925,850        $   848,696
     Wells in progress                          1,526,216                  -
                                            -------------        -----------
         Subtotal, unevaluated costs            4,452,066            848,696
                                            -------------        -----------
   Evaluated costs:
      Producing and non-producing              14,328,188         12,992,594
      Less, accumulated depletion              (2,280,084)        (1,149,096)
                                            -------------         ----------
         Subtotal, evaluated costs             12,048,104         11,843,498
                                            -------------         ----------
             Oil and gas properties, net       16,500,170         12,692,194
                                            -------------         ----------
Other property and equipment:
    Vehicles                                      133,066             89,527
    Leasehold improvements                         32,917             32,329
    Office equipment                               81,176             36,821
      Less, accumulated depreciation              (29,626)            (7,888)
                                            -------------         ----------
            Other property and equipment,         217,533            150,789
net
                                            -------------        -----------
Total property and equipment, net           $  16,717,703        $12,842,983
                                            =============        ===========

     The  capitalized  costs of evaluated  oil and gas  properties  are depleted
using  the  unit-of-production  method  based  on  estimated  reserves  and  the
calculation  is  performed  quarterly.  Production  volumes  for the quarter are
compared  to  beginning  of quarter  estimated  total  reserves  to  calculate a
depletion rate.  Depletion of oil and gas properties was $627,517 and $64,622 or
$18.07  and  $10.59 per barrel of oil  equivalent,  for the three  months  ended
February 28, 2011 and 2010, respectively,  and $1,195,555 and $92,717, or $18.52
and $13.19 per barrel of oil  equivalent,  for the six months ended February 28,
2011 and 2010, respectively.

     Periodically,  the  Company  reviews  its  unevaluated  properties  and its
inventory  to  determine  if the  carrying  value of either  asset  exceeds  its
estimated  fair value.  The reviews for the three months ended February 28, 2011
and 2010,  indicated  that asset  carrying  values were less than estimated fair
values and no reclassification to the full cost pool was required.

     On a quarterly  basis, the Company performs the full cost ceiling test. The
ceiling tests  performed for the three months ended  February 28, 2011 and 2010,
did not reveal any impairment.

     Subsequent to February 28, 2011,  the Company  completed  certain  property
acquisition  transactions and a property  conveyance  transaction,  all of which
will result in changes to the full cost pool during future quarters.

                                       12
<PAGE>

      Depreciation of other property and equipment was $11,499 and $111 for the
three months ended February 28, 2011 and 2010, respectively and $21,738 and $222
for the six months ended February 28, 2011 and 2010, respectively.

4.     Interest Expense

      The components of interest expense recorded for the three and six months
ended February 28, 2011 and 2010, consisted of:

<TABLE>
<S>                                        <C>              <C>             <C>              <C>
                                             Three Months Ended
                                                February 28,           Six Months Ended February 28,
                                      ------------------------------  ------------------------------
                                          2011            2010            2011            2010
                                      --------------  --------------  --------------  --------------
Interest cost, convertible
  promissory notes                    $   258,721     $    96,655     $   569,455     $    96,655
Interest cost, bank loan                        -          11,321               -          27,473
Accretion of debt discount
  (see Note 6)                          1,481,079         245,343       1,902,002         245,343
Amortization of debt issuance costs       995,150         100,137       1,165,271         100,137
Less, interest capitalized               (220,905)        (39,320)       (340,644)        (55,472)
                                      -----------     -----------     -----------     -----------
Interest expense, net                 $ 2,514,045     $   414,136     $ 3,296,084     $   414,136
                                      ===========     ===========     ===========     ===========
</TABLE>

5.     Asset Retirement Obligations

      Upon completion or acquisition of a well, the Company recognizes
obligations for its oil and gas operations for anticipated costs to remove and
dispose of surface equipment, plug and abandon wells, and restore sites to their
original uses. The estimated present value of such obligations are determined
using several assumptions and judgments about the ultimate settlement amounts,
inflation factors, credit adjusted discount rates, timing of settlement, and
changes in regulations. Changes in estimates are reflected in the obligations as
they occur.

      The following table summarizes the change in asset retirement obligations
for the six months ended February 28, 2011:

      Asset retirement obligations, August 31, 2010      $ 254,648
        Liabilities incurred                                76,663
        Liabilities settled                                      -
        Accretion                                           14,893
        Revisions in estimated liabilities                       -
                                                         ---------
      Asset retirement obligations, February 28, 2010    $ 346,204
                                                         =========

6.     Convertible Promissory Notes and Derivative Conversion Liability

     During the fiscal year ended August 31, 2010,  the Company  received  gross
proceeds of  $18,000,000  from the sale of 180 Units at $100,000 per Unit.  Each
Unit  consists of one  convertible  promissory  note  ("Note") in the  principal
amount of $100,000 and 50,000  Series C warrants  (collectively  referenced as a
("Unit"). The Notes bear interest at 8% per year, payable quarterly,  and mature


                                       13
<PAGE>

on December 31, 2012. Each Series C warrant  entitles the holder to purchase one
share of common  stock at a price of $6.00 per share and expires on December 31,
2014.

     Net proceeds of $16,651,023  from the sale of the Units were used primarily
to drill and complete oil and gas wells in the Wattenburg field,  located in the
Denver-Julesburg  eBasin.  The Notes are collateralized by any oil and gas wells
drilled, completed, or acquired with the proceeds from the offering.

      The Notes are considered hybrid debt instruments containing a detachable
warrant and a conversion feature under which the proceeds of the offering are
allocated to the detachable warrants and the conversion feature based on their
fair values. The Series C warrants were determined to be a component of equity,
and the fair value of the warrants was recorded as additional paid in capital.
Since the warrants were recorded as a component of equity, the fair value of
$1,760,048 was estimated at inception and will not be re-measured in future
periods. The Notes contain a conversion feature, at an initial conversion price
of $1.60 that is subject to adjustment under certain circumstances, which allow
the Note holders to convert the principal balance into a maximum of 11,250,000
common shares, plus conversion of accrued and unpaid interest into common
shares, also at $1.60 per share. The conversion feature was determined to be an
embedded derivative requiring the conversion option to be separated from the
host contract and measured at its fair value. At issuance, the estimated fair
value of the conversion feature was $3,455,809. The conversion option will
continue to be recorded at fair value each reporting period until settlement or
conversion, with changes in the fair value reflected in other income (expense)
in the statements of operations. The fair value of the conversion feature was
recorded as derivative conversion liability.

      Allocation of value to the components created a debt discount of
$5,215,857, which is being accreted over the 36 month life of the Notes using
the effective interest method. The effective interest rate on the Notes is 19%.
The Company recorded accretion expense of $1,481,079 and $1,902,002 during the
three months and six months ended February 28, 2011, respectively. Accretion
expense includes a component for the conversion of Notes into common stock,
which was $1,231,726 and $1,305,239 for the three months and six months ended
February 28, 2011, respectively.

      In connection with the sale of the Units, the Company paid fees and
expenses of $1,348,977 and issued 1,125,000 Series D warrants to the placement
agent. The Series D warrants have an exercise price of $1.60 and an expiration
date of December 31, 2014. The warrants were valued at $692,478 using the
Black-Scholes-Merton option pricing model. The Company recorded $2,041,455 of
debt issuance costs, which is being amortized over the expected term of the
Notes. Amortization expense is adjusted to reflect early conversions.
Amortization expense of $995,150 and $1,165,271 was recorded during the three
months and six months ended February 28, 2011, respectively. A total of 39,035
Series D warrants were exercised during the three months ended February 28,
2011.

     During the six months  ended  February  28,  2011,  holders of  convertible
promissory  notes with a face  amount of  $9,811,675  converted  principal  into
6,132,297  shares of common stock at the conversion price of $1.60 per share. At
the time the notes were  converted,  the estimated  fair value of the derivative
conversion  liability  attributable to the converted  notes totaled  $9,394,278,
which was reclassified from derivative  conversion  liability to additional paid
in  capital.  Similarly,  the  unamortized  debt  discount  attributable  to the
converted notes totaled $1,969,999.  The unamortized debt discount of $1,305,239
applicable  to the  conversion  option was charged to accretion of debt discount
and the  unamortized  debt  discount of $664,760  applicable to the warrants was


                                       14
<PAGE>

reclassified  from debt discount to additional  paid in capital.  As of February
28, 2011,  notes with a principal  amount of $6,096,325 were outstanding and the
debt discount balance was $1,150,294.

      The fair value of the derivative conversion liability is adjusted each
quarter to reflect the change in value. The estimated fair value of the
derivative conversion liability as of February 28, 2011, was $10,246,260, and
the change in fair value of derivative conversion liability was $10,315,421
during the six months ended February 28, 2011, including a change of $9,394,278
related to the early conversion of notes.

7.     Fair Value Measurements

      Assets and liabilities are measured at fair value on a recurring basis for
disclosure or reporting, as required by ASC "Fair Value Measurements and
Disclosures".

      A fair value hierarchy was established that prioritizes the inputs used to
measure fair value. The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements).

      Level 1 - Quoted prices are available in active markets for identical
assets or liabilities as of the reporting date. Active markets are those in
which transactions for the asset or liability occur in sufficient frequency and
volume to provide pricing information on an ongoing basis. Level 1 primarily
consists of financial instruments such as exchange-traded derivatives, listed
securities and US government treasury securities.

      Level 2 - Pricing inputs are other than quoted prices in active markets
included in Level 1, which are either directly or indirectly observable as of
the reporting date. Level 2 includes those financial instruments that are valued
using models or other valuation methodologies, where substantially all of these
assumptions are observable in the marketplace throughout the full term of the
instrument, which can be derived from observable data or are supported by
observable levels at which transactions are executed in the marketplace.

      Level 3 - Pricing inputs include significant inputs that are generally
less observable than objective sources. These inputs may be used with internally
developed methodologies that result in management's best estimate of fair value.
Level 3 includes those financial instruments that are valued using models or
other valuation methodologies, where substantial assumptions are not observable
in the marketplace throughout the full term of the instrument, cannot be derived
from observable data or are not supported by observable levels at which
transactions are executed in the marketplace. At each balance sheet date, the
Company performs an analysis of all applicable instruments and includes in Level
3 all of those for which fair value is based on significant unobservable inputs.

      For the most part, the Company's financial instruments consisted of cash
and equivalents, accounts receivable, accounts payable, and accrued liabilities.
Due to the short original maturities and high liquidity of cash and equivalents,
accounts receivable, accounts payable, and accrued liabilities, carrying amounts
approximated fair values.

     As permitted,  the Company's convertible  promissory notes are not restated
to fair value in the Company's  financial  statements for each reporting period.


                                       15
<PAGE>

As of February 28, 2011, the carrying value of the notes was $4,946,032, and the
estimated  fair value was equal to the face  value of  $6,096,325.  Because  the
notes are not traded on a public exchange,  the fair value reflects market-based
values for debt with similar terms and maturities.

      The Company's convertible promissory notes (see Note 6) contain an
embedded conversion option which is required to be separated and reported as a
derivative liability at fair value. The Company utilizes the Monte Carlo
Simulation ("MCS") model to value the derivative conversion liability. Inputs to
this valuation technique include the Company's quoted stock price and published
interest rates and credit spreads. Assumptions used as of February 28, 2011,
were: stock price of $4.10, an expected term of 1.9 years, volatility of 45.70%,
which was derived from the expected volatility of comparable companies, dividend
yield of 0%, and a discount rate of 6.63%. All of the significant inputs are
observable, either directly or indirectly; therefore, the Company's derivative
conversion liability is included within the Level 2 fair value hierarchy. The
derivative conversion liability is re-measured each quarter to reflect the
change in fair value. The estimated fair value of the derivative conversion
liability as of February 28, 2011, was $10,246,260, and the change in fair value
of derivative conversion liability was $10,315,421 during the six months ended
February 28, 2011, including a change of $9,394,278 related to the early
conversion of notes.

      The following table sets forth by level within the fair value hierarchy
the Company's financial assets and financial liabilities as of February 28, 2011
and August 31, 2010, that were measured at fair value on a recurring basis.

As of February 28, 2011         Total        Level 1      Level 2     Level 3
------------------------    ------------   -----------   -----------  ---------
Derivative Conversion
  Liability                  10,246,260             -    10,246,260          -


As of August 31, 2010           Total        Level 1      Level 2     Level 3
------------------------    ------------   -----------   -----------  ---------
Derivative Conversion
   Liability                  9,325,117             -     9,325,117          -

      The Company also measures all nonfinancial assets and liabilities that are
not recognized or disclosed on a recurring basis. As discussed in Note 5, asset
retirement obligations and costs totaling $346,204 and $254,648 have been
accounted for as long-term liabilities and included in each property's asset
value at February 28, 2011 and August 31, 2010, respectively. The Level 3 inputs
used to measure the estimated fair value of the obligations include assumptions
and judgments about the ultimate settlement amounts, inflation factors, credit
adjusted discount rates, timing of settlement, and changes in regulations.

8.     Related Party Transactions and Commitments

      The Company's executive officers control three entities that have entered
into agreements to provide various services and office space to the Company. The
entities are Petroleum Management, LLC ("PM"), Petroleum Exploration and
Management, LLC ("PEM"), and HS Land & Cattle, LLC ("HSLC").

     Effective  June  11,  2008,  the  Company  entered  into an  Administrative
Services  Agreement  with PM. The  Company  paid  $10,000  per month for leasing
office space and an equipment yard located in  Platteville,  StateColorado,  and
paid  $10,000  per month  for  office  support  services  including  secretarial
service, word processing, communication services, office equipment


                                       16
<PAGE>

and supplies.  The Company paid $120,000 under this agreement for the six months
ended February 28, 2010.  Effective  June 30, 2010,  the Company  terminated the
agreement.

     Effective  July 1, 2010,  the Company  entered into a lease with HSLC,  for
office space and an equipment yard located in  Platteville,  StateColorado.  The
lease requires  monthly payments of $10,000 and terminates on June 30, 2011. The
Company paid $60,000 under this  agreement for the six months ended February 28,
2011.

     On October 1, 2010,  the Company  acquired  certain oil and gas  properties
located in the  Wattenberg  field,  part of the D-J  Basin,  from PM and PEM for
$1,017,435.  The oil and gas properties  consist of interests in 6 producing oil
and  gas  wells  and 2  shut  in  oil  wells  as  well  as 15  drill  sites  and
miscellaneous  equipment.  The Company  acquired a 100% working interest and 80%
net revenue interest in the properties.

      The Company is currently contemplating the acquisition of additional oil
and gas properties from PEM for a purchase price of $19,000,000 subject to
adjustment for changes in assets, liabilities, revenues, and expenses for the
period between January 1, 2011, and the closing date, if required. Certain
conditions precedent to closing the transaction have not been satisfied,
including the approval of disinterested directors and shareholders.

      In addition to the transactions described above, the Company undertook
various activities with PM and PEM that are related to the development and
operation of oil and gas properties. The Company occasionally purchases services
and certain oil and gas equipment, such as tubular goods and surface equipment,
from PM. The Company reimburses PM for the original cost of the services and
equipment. PEM is a joint working interest owner of certain wells operated by
the Company. PEM is charged for their pro-rata share of costs and expenses
incurred on their behalf by the Company, and similarly PEM is credited for their
pro-rata share of revenues collected on their behalf. The following table
summarizes the transactions with PM and PEM during the six months ended February
28, 2011:

      Balance due to PM, August 31, 2010                        $   538,698
      Purchases from PM                                               2,290
      Payments to PM                                               (540,988)
                                                                -----------
      Balance due to PM, February 28, 2011                      $         -
                                                                ===========
      Joint interest billing balance due from PEM,
         August 31, 2010                                            867,835
      Joint interest costs billed to PEM                            297,782
      Amounts collected from PEM                                 (1,097,338)
                                                                -----------
      Joint interest  billing due from PEM,
        February 28, 2011                                       $    68,279
                                                                ===========

      Balance due to PEM for revenues, August 31, 2010          $    15,971
      Revenues collected on behalf of PEM                           309,056
      Payments to PEM for revenues                                 (325,027)
                                                                -----------
      Balance due to PEM for revenues, February 28, 2011        $         -
                                                                ===========


                                       17
<PAGE>

9.     Shareholders' Equity

      Preferred Stock: The Company has authorized 10,000,000 shares of preferred
stock with a par value of $0.01 per share. These shares may be issued in series
with such rights and preferences as may be determined by the Board of Directors.
Since inception, the Company has not issued any preferred shares.

      Common Stock: The Company has authorized 100,000,000 shares of common
stock with a par value of $0.001 per share.

      Issued and Outstanding: The total issued and outstanding common stock at
February 28, 2011, is 28,763,441 common shares, representing an increase from
August 31, 2010, of 15,252,460 shares, as follows:

      On January 11, 2011, the Company completed the sale of 9,000,000 shares of
common stock to private investors. The shares were sold at a price of $2.00 per
share. Net proceeds to the Company from the sale of the shares were $16,690,721
after deductions for the placement agents' commissions and expenses of the
offering.

      During the six months ended February 28, 2011, the Company issued
6,132,297 common shares pursuant to the conversion of notes in the principal
amount of $9,811,675 at the contractual conversion price of $1.60 per share. In
addition, the Company issued 1,947 common shares pursuant to the conversion of
accrued interest of $3,115.

      During the six months ended February 28, 2011, the Company issued 100,000
common shares in exchange for services. The common shares were valued at
$210,000 based upon the quoted market price of the Company's common stock on the
effective date of the agreement. The entire value was recorded as general and
administrative expense during the six months ended February 28, 2011.

      During the six months ended February 28, 2011, the Company issued common
shares pursuant to the exercise of Series D warrants. As the Series D warrants
contain a cashless exercise provision, warrant holders exercised 39,035 warrants
in exchange for 18,216 shares of common stock, and the Company received no cash
proceeds in the transaction.

      There are various warrants outstanding to purchase 15,247,431 shares of
common stock. The following table summarizes information about the Company's
issued and outstanding common stock warrants as of February 28, 2011:



                                       18
<PAGE>

                                     Remaining
                        Number of   Contractual    Expiration      Strike
 Description             Shares   Life (in years)     Date        Proceeds
 -------------------   ---------  --------------   ----------    -----------

 Series A at $6.00     4,098,000       1.8        12/31/2012     $24,588,000
 Series B at $10.00    1,000,000       1.8        12/31/2012      10,000,000
 Series C at $6.00     9,000,000       3.8        12/31/2014      54,000,000
 Series D at $1.60     1,085,965       3.8        12/31/2014       1,738,000
 Placement Agent
   Warrants at $1.80      63,466       1.8        12/31/2012         114,000
                      ----------                                 -----------
                      15,247,431       2.8                       $90,440,000
                      ==========                                 ===========

      The following table summarizes activity for common stock warrants for the
three month period ended February 28, 2011:

                                                 Weighted
                                    Number        Average
                                      of         Exercise
                                   Warrants       Price
                                   --------      ---------

Outstanding, August 31, 2010      15,286,466     $  5.92
Granted                                    -           -
Exercised                            (39,085)       1.60
                                  ----------    --------
Outstanding, February 28, 2011    15,247,431    $   5.93
                                  =========     ========

10.     Stock-Based Compensation

      Effective September 27, 2010, the Company granted employee stock options
to purchase 50,000 shares of common stock at an exercise price of $2.40 and a
term of ten years. The options vest over four years. These options were
determined to have a fair value of $63,126 using the assumptions outlined in the
table below.

      For the grant of 100,000 common shares discussed in Note 9, the Company
recorded stock-based compensation expense of $nil and $210,000 for the three
months and six months ended February 28, 2011. For the grant of various stock
options that are currently in the vesting phase, the Company recorded
stock-based compensation expense of $25,486 and $50,971 for the three months and
six months ended February 28, 2011, respectively. The comparable stock-based
compensation expense for the previous fiscal year was $5,415 and $10,829 for the
three months and six months ended February 28, 2010, respectively. The estimated
unrecognized compensation cost from unvested stock options as of February 28,
2011, was approximately $290,000, and will be recognized ratably through
September, 2014.

      The assumptions used in valuing stock options for the six months ended
February 28, 2011 were as follows:

                Expected term (in years)                 6.00
                Expected volatility                     53.18%
                Risk free rate                           1.62%
                Expected dividend yield                  0.00%

                                       19
<PAGE>


      The following table summarizes activity for stock options for the period
from August 31, 2010 to February 28, 2011:

                                                              Weighted
                                                              Average
                                             Number of        Exercise
                                              Shares           Price
                                             ---------        --------

   Outstanding, August 31, 2010              4,220,000        $  5.36
   Granted                                      50,000        $  2.40
   Exercised                                         -              -
                                             ---------        -------
   Outstanding, February 28, 2011            4,270,000        $  5.32
                                             =========        =======

      The following table summarizes information about issued and outstanding
stock options as of February 28, 2011:


                               Remaining    Weighted
                    Number     Contractual   Average                  Aggregate
       Exercise       of         Life       Exercise      Number      Intrinsic
        Price       Shares     (in years)     Price     Exercisable     Value
      ----------   ---------   -----------  ---------   -----------   ---------

        $ 10.00    2,000,000      2.4       $  10.00    2,000,000             -
        $  1.00    2,000,000      2.4       $   1.00    2,000,000    $6,200,000
        $  3.00      100,000      7.9       $   3.00       20,000       110,000
        $  2.50      120,000      9.4       $   2.50            -       192,000
        $  2.40       50,000      9.6       $   2.40       10,000        85,000
                   ---------                            ---------    ----------
                   4,270,000      2.8       $   5.32    4,030,000    $6,587,000
                   =========                            =========    ==========






                                       20
<PAGE>

11.     Supplemental Schedule of Information to the Statements of Cash Flows

      The following table supplements the cash flow information presented in the
financial statements for the six months ended February 28, 2011 and 2010:

                                               Six Months Ended February 28,
                                             ---------------------------------
                                                  2011               2010
                                              -------------       -----------
   Supplemental cash flow information:
       Interest paid                            $  703,331        $  39,978
       Income taxes paid                                 -                -

   Non-cash investing and financing activities:
     Conversion of promissory notes into
       common stock                             $9,811,675        $       -
     Reclassification of derivative
       conversion liability to additional
       paid in capital                           9,394,278                -
     Accrued capital expenditures                2,515,024          111,114
     Asset retirement costs and
       obligations incurred                         76,633           51,000
     Placement agent warrants issued                     -          452,458

12.      Subsequent Events

      Between March 1, 2011 and March 31, 2011, holders of convertible
promissory notes with a face amount of $6,096,325 plus accrued interest of
$55,882 elected to convert the notes into 3,845,132 shares of common stock at
the conversion price of $1.60 per share.

      In a conveyance transaction which closed on March 21, 2011, the Company
sold its mineral lease interest in 3,502 gross acres (2,383 net acres) for cash
proceeds of $5,244,517.

      On March 21, 2011, the Company agreed to issue 1,276,384 shares of common
stock for mineral lease interests comprising 89,805 gross acres (80,274 net
acres) in the D-J Basin.



                                       21
<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operation

Introduction

The following discussion and analysis was prepared to supplement information
contained in the accompanying financial statements and is intended to provide
certain details regarding our financial condition as of February 28, 2011, and
the results of our operations for the three months and six months ended February
28, 2011 and 2010. It should be read in conjunction with the unaudited financial
statements and notes thereto contained in this report as well as the audited
financial statements included in the Form 10-K for the fiscal year ended August
31, 2010.

Overview

     We are an  independent  oil and gas operator in Colorado and are focused on
the acquisition,  development,  exploitation,  exploration and production of oil
and natural gas properties  primarily  located in the  Denver-Julesburg  ("D-J")
Basin.  We  commenced  active  operations  in  September  2008  and  have  grown
significantly  during the last two  years.  As of August  31,  2009,  we had two
productive  wells (net wells of 0.6). As of August 31, 2010, we had  twenty-four
productive  wells and fourteen wells in the process of completion  (net wells of
19). As of February  28,  2011,  we have 56 gross wells  including  48 producing
wells, 6 wells in progress, and 2 shut in wells (net wells of 42).

      As of February 28, 2011, we had estimated proved reserves of 641,572 Bbls
of oil and 4,313,939 Mcf of gas.

      We currently have approximately 116,000 gross acres and 100,000 net acres
under lease, which includes certain lease acquisitions and disposals occurring
subsequent to February 28, 2011, and discussed in the following section on
Recent Developments.

      Our growth plans for 2011 include additional drilling activities,
acquisition of existing wells, and recompletion of wells that provide good
prospects for improved hydraulic stimulation techniques. As cash flow from
operations is not sufficient to fund our growth plans, we are required to seek
additional financing. The completion of our recent financing for gross proceeds
of $18,000,000 and the sale of mineral interests for $5,244,517 will satisfy
most of our capital needs for fiscal year 2011. However, we expect that future
financing will be required, especially as we move forward into our 2012 drilling
program. Ultimately, implementation of our growth plans will be dependent upon
the amount of financing we are able to obtain.

Recent Developments

      On January 11, 2011, we closed on the sale of 9,000,000 shares of common
stock to private investors. The shares were sold at a price of $2.00 per share.
Net proceeds from the sale of the shares were approximately $16,700,000 after
deductions for the sales commissions and expenses.

     In December  2010,  we  acquired  four  producing  wells in an area that is
adjacent to our Pratt lease. We paid cash consideration of $400,000 and assigned
the lease rights on 340 net acres in northern Weld County to the seller.

      On February 17, 2011, we acquired 5,724 acres in Larimer, Park, and Yuma
Counties, Colorado, for approximately $265,000.


                                       22
<PAGE>

      Effective March 31, 2011, all of the holders of Convertible Promissory
Notes not previously converted elected to convert the principal balance into
shares of common stock. Through March 31, 2011, the entire original principal
balance of $18,000,000 has been converted into 11,250,000 shares of common
stock.

      In a conveyance transaction which closed on March 21, 2011, we sold our
mineral interest in 3,502 gross acres (2,383 net acres) for cash proceeds of
$5,244,517.

      On March 21, 2011, we agreed to issue 1,276,384 shares of restricted
common stock for mineral interest leases comprising 89,805 gross acres (80,274
net acres) in the D-J Basin.

Potential  Acquisition  of Oil and Gas Properties  from Petroleum  Exploration &
Management

      We have a nonbinding letter of intent with Petroleum Exploration &
Management LLC ("PEM"), a company owned by Ed Holloway and William E. Scaff,
Jr., two of our officers, to potentially acquire oil and gas properties located
in the Wattenberg Field of the D-J Basin.

     The assets under purchase consideration include interests in 88 gross wells
(87 producing and 1 shut-in) and oil and gas leases  covering  6,968 gross acres
in the D-J Basin. We have completed our  preliminary  evaluation of the value of
the assets and estimate that the transaction will be approximately  $19,000,000,
subject  to  adjustment  for  various  contingencies.  Our  evaluation  included
consideration  of the estimated  proved  reserves of the oil and gas properties,
the value of undeveloped leases, and the potential  advantages to the Company of
adding  these  properties  to our  existing  oil and gas assets.  We  considered
whether  new well  stimulation  technologies  developed  since  these wells were
drilled could be applied to increase the future value of the properties.

      At this time, we anticipate that the structure of the payment price will
consist of a combination of cash, a promissory note, and shares of common stock.

      PEM is currently undergoing an audit of its financial statements and
obtaining an independent reserve analysis. Certain members from our Board of
Directors are serving as an independent acquisition committee to review the
potential transaction.

      Proceeding with the acquisition would be contingent upon numerous factors,
including satisfactory completion of due diligence, approval of disinterested
directors and approval by our shareholders, and availability of suitable
financing.

RESULTS OF OPERATIONS

For the three months ended February 28, 2011, compared to the three months ended
February 28, 2010

      Material changes of certain items in our statements of operations included
in our financial statements for the comparative periods are discussed below.

      For the three months ended February 28, 2011, we reported a net loss of
$11,738,360, or $0.55 per share, compared to a net loss of $543,661, or $0.05
per share, for the three months ended February 28, 2010. The comparison between
the two years was primarily influenced by increasing revenues and expenses
associated with the 36 wells completed during the 2010 drilling program which
provided operating income of $686,413 in 2011 compared to an operating loss of
$130,438 in 2010. Improved operating income was offset by interest expense
related to the $18,000,000 financing transaction that closed in March 2010.


                                       23
<PAGE>

      Oil and Gas Production and Revenues - For the three months ended February
28, 2011, we recorded total oil and gas revenues of $2,033,687 compared to
$335,725 for the three months ended February 28, 2010, as summarized in the
following table:

                                           Three Months Ended
                                              February 28,
                                        -----------------------
                                           2011           2010
                                         ------         -------
      Production:
        Oil (Bbls)                       19,511         2,857
        Gas (Mcf)                        91,333        19,480

      Total production in BOE            34,733         6,104

      Revenues:
        Oil                          $1,631,905    $  198,392
        Gas                             401,782       137,333
                                     ----------    ----------

      Total                          $2,033,687    $  335,725
                                     ==========    ==========

      Average sales price:
       Oil (Bbls)                    $    83.64    $    69.44
       Gas (Mcf)                     $     4.40    $     7.05

     "Bbl" refers to one stock tank barrel,  or 42 U.S. gallons liquid volume in
reference  to crude  oil or  other  liquid  hydrocarbons.  "Mcf"  refers  to one
thousand cubic feet. A BOE (i.e. barrel of oil equivalent)  combines Bbls of oil
and Mcf of gas by converting each six Mcf of gas to one Bbl of oil.

      Net oil and gas production for the three months ended February 28, 2011,
was 34,733 BOE, or 386 BOE per day. The significant increase in production from
the comparable period in the prior year reflects the additional wells that began
production over the past twelve months. The change in average sales price is a
function of worldwide commodity prices, which have increased the realized sales
price of oil by 20% and decreased the realized sales price of natural gas by
38%.

      We do not currently engage in any commodity hedging activities, although
we may do so in the future.

      Service Revenue- For the three months ended February 28, 2011, we recorded
revenue generated from the management of wells owned by third parties of
$19,847.

      Lease Operating Expenses - As summarized in the following table, our lease
expenses include the direct operating costs of producing oil and natural gas and
taxes on production and properties:

                                             Three Months Ended February 28,
                                             -------------------------------
                                                 2011            2010
                                                 ----            ----

       Production costs                     $    55,471     $   13,345
       Severance and ad valorem taxes           205,009         33,807
                                            -----------     ----------
         Total lease operating expenses     $   260,480     $   47,152
                                            ===========     ==========


                                       24
<PAGE>

       Per BOE:
         Production costs                   $      1.60     $     2.19
         Severance and ad valorem taxes            5.90           5.54
                                            -----------     ----------
            Total per BOE                   $      7.50     $     7.73
                                            ===========     ==========

      Production costs tend to increase or decrease primarily in relation to the
number of wells in production, and, to a lesser extent, on fluctuation in oil
field service costs and changes in the production mix of crude oil and natural
gas. Production costs may vary substantially among wells depending on the
methods of recovery employed and other factors, such as workover operations,
maintenance and repair, labor and utilities. Taxes tend to increase or decrease
primarily based on the value of oil and gas sold. As a percent of revenues,
lease operating costs were 13% in the three months ended February 28, 2011, and
14% in the respective period in 2010.

      Depreciation, Depletion, and Amortization ("DDA") - DDA expense is
summarized in the following table:

                                   Three Months Ended February 28,
                                  --------------------------------
                                      2011                   2010
                                      ----                   ----

Depletion                        $   627,517              $  64,622
Depreciation and amortization         11,499                    111
Accretion of asset retirement
  obligations                         8,189
                                 ----------               ---------
        Total DDA                $  647,205               $  64,733
                                 ==========               =========

Depletion per BOE                $    18.07               $   10.59

      The determination of depreciation, depletion and amortization expense is
highly dependent on the estimates of the proved oil and natural gas reserves.
The capitalized costs of evaluated oil and gas properties are depleted using the
units-of-production method based on estimated reserves. Production volumes for
the quarter are compared to beginning of quarter estimated total reserves to
calculate a depletion rate. For the three months ended February 28, 2011,
production volumes of 34,733 BOE and estimated net proved reserves of 1,395,295
BOE were the basis of the depletion rate calculation. For the three months ended
February 28, 2010, production volumes of 6,104 BOE and estimated net proved
reserves of 136,000 BOE were the basis of the depletion rate calculation.

      General and Administrative - The following table summarizes the components
of general and administration expenses:

                                          Three Months Ended February 28,
                                        ---------------------------------
                                             2011               2010
                                             ----               ----

Stock based compensation                 $  25,486           $   6,188
Other general and administrative           477,178             348,090
Capitalized general and administrative     (43,228)                  -
                                         ---------           ---------
    Totals                               $ 459,436           $ 354,278
                                         =========           =========


                                       25
<PAGE>

      The stock-based compensation recorded in general and administrative
expenses related to the issuance of stock grants and stock options to officers,
directors, consultants, and employees. The expense recorded for stock grants is
based on the market value of the common stock on the date of grant. When stock
options are issued we estimate their fair value using the Black-Scholes-Merton
option-pricing model. The estimated fair value is recorded as a non-cash expense
on a pro-rata basis over the vesting period.

      Other general and administrative expenses, which include salaries,
benefits, professional fees, and other corporate overhead, increased
approximately $129,000 during the current three-month period over the comparable
quarter in the prior year due to the growth in our business. The following items
contributed to the increase. Salaries and benefits increased by $140,000 as we
increased the number of employees from three to seven, and we incurred
additional professional fees of approximately $14,000 related to increased
compliance requirements of our business. The increased expenses in these areas
were somewhat offset by a $30,000 decrease in administrative services purchased
from a related party.

      Certain general and administrative expenses are directly related to the
acquisition and development of oil and gas properties. Those costs were
reclassified from general and administrative expense into capitalized costs in
the full cost pool.

      Other Income (Expense) - The issuance of $18,000,000 of convertible
promissory notes and Series C warrants during the year ended August 31, 2010,
generated a significant increase in other expenses for the three months ended
February 28, 2011, compared to the three months ended February 28, 2010.
Interest expense of $258,721 was recognized during the three months ended
February 28, 2011. Accretion of debt discount was $1,481,079 during the three
months ended February 28, 2011, and amortization of debt issuance costs was
$995,150.

      The notes contain a conversion feature, at an initial conversion price of
$1.60 that is subject to adjustment under certain circumstances, which allow the
noteholders to convert the $18,000,000 principal balance into a maximum of
11,250,000 common shares, plus conversion of accrued and unpaid interest into
common shares, also at $1.60 per share. This conversion feature, considered an
embedded derivative and recorded as a liability at its estimated fair value,
when marked-to-market, over time is reflected as a non-cash item in the
statement of operations. A non-cash expense of $9,926,158 was reflected in the
statement of operations for the three months ended February 28, 2011, as the
change in the fair value of the derivative conversion liability during the
period.

      Income Taxes - Our effective tax rate is currently zero. We have reported
a net loss every year since inception and for tax purposes have a net operating
loss carry forward ("NOL") of approximately $10,000,000. The NOL is available to
offset future taxable income, if any. At such time, if ever, that we are able to
demonstrate that it is more likely than not that we will be able to realize the
benefits of our tax assets, we will recognize the benefits in our financial
statements. If operational results for the remainder of the fiscal year continue
to improve, we may recognize the benefits of certain tax assets during the
latter periods of the year.

For the six months ended  February  28,  2011,  compared to the six months ended
February 28, 2010

      Material changes of certain items in our statements of operations included
in our financial statements for the comparative periods are discussed below.

     For the six months  ended  February  28,  2011,  we  reported a net loss of
$12,893,363,  or $0.73 per share,  compared to a net loss of $805,330,  or $0.07
per share,  for the six months ended February 28, 2010.  The comparison  between


                                       26
<PAGE>

the two years was  primarily  influenced  by  increasing  revenues  and expenses
associated  with the 36 wells completed  during the 2010 drilling  program which
provided  operating  income of $697,251 in 2011 compared to an operating loss of
$394,880  in 2010.  Improved  operating  income was offset by  interest  expense
related to the $18,000,000 financing transaction that closed in March 2010.

      Oil and Gas Production and Revenues - For the six months ended February
28, 2011, we recorded total oil and gas revenues of $3,477,282 compared to
$388,511 for the six months ended February 28, 2010, as summarized in the
following table:

                                                     Six Months Ended
                                                       February 28,
                                               ----------------------------
                                                     2011           2010
                                                     ----           ----
                    Production:
                      Oil (Bbls)                    35,450         3,491
                      Gas (Mcf)                    174,639        21,226

                    Total production in BOE         64,557         7,029

                    Revenues:
                      Oil                      $ 2,785,683     $ 244,596
                      Gas                          691,599       143,915
                                               -----------     ---------
                    Total                      $ 3,477,282     $ 388,511
                                               ===========     =========

                    Average sales price:
                      Oil (Bbls)               $     78.58     $  70.06
                      Gas (Mcf)                $      3.96     $   6.78

     "Bbl" refers to one stock tank barrel,  or 42 U.S. gallons liquid volume in
reference  to crude  oil or  other  liquid  hydrocarbons.  "Mcf"  refers  to one
thousand cubic feet. A BOE (i.e. barrel of oil equivalent)  combines Bbls of oil
and Mcf of gas by converting each six Mcf of gas to one Bbl of oil.

      Net oil and gas production for the six months ended February 28, 2011, was
64,557 BOE, or 357 BOE per day. The significant increase in production from the
comparable period in the prior year reflects the additional wells that began
production over the past twelve months. The change in average sales price is a
function of worldwide commodity prices, which have increased the realized sales
price of oil by 12% and decreased the realized sales price of natural gas by
42%.

      We do not currently engage in any commodity hedging activities, although
we may do so in the future.

      Service Revenue- For the six months ended February 28, 2011, we recorded
revenue generated from the management of wells owned by third parties of
$27,289.

      Lease Operating Expenses - As summarized in the following table, our lease
expenses include the direct operating costs of producing oil and natural gas and
taxes on production and properties:

                                            Six Months Ended February 28,
                                            ----------------------------
                                                 2011            2010
                                                 ----            ----

       Production costs                     $   117,348     $   15,919
       Severance and ad valorem taxes           345,807         39,123
                                            -----------     ----------
        Total lease operating expenses      $   463,155     $   55,042
                                            ===========     ==========

                                       27
<PAGE>

       Per BOE:
         Production costs                   $      1.82     $     2.26
         Severance and ad valorem taxes            5.36           5.57
                                            -----------     ----------
            Total per BOE                   $      7.18     $     7.83
                                            ===========     ==========

      Production costs tend to increase or decrease primarily in relation to the
number of wells in production, and, to a lesser extent, on fluctuation in oil
field service costs and changes in the production mix of crude oil and natural
gas. Production costs may vary substantially among wells depending on the
methods of recovery employed and other factors, such as workover operations,
maintenance and repair, labor and utilities. Taxes tend to increase or decrease
primarily based on the value of oil and gas sold. As a percent of revenues,
lease operating costs were 13% in the six months ended February 28, 2011, and
14% in the respective period in 2010.

      Depreciation, Depletion, and Amortization ("DDA") - DDA expense is
summarized in the following table:

                                Six Months ended February 28,
                             -----------------------------------
                                    2011              2010
                             ---------------   -----------------
Depletion                     $   1,195,555    $      92,717
Depreciation and
amortization                         21,738              222
Accretion of asset
retirement obligations               14,893                -
                             --------------     ------------
        Total DDA             $   1,232,186    $      92,939
                             ===============   =============
Depletion per BOE             $       18.52    $       13.19

      The determination of depreciation, depletion and amortization expense is
highly dependent on the estimates of the proved oil and natural gas reserves.
The capitalized costs of evaluated oil and gas properties are depleted using the
units-of-production method based on estimated reserves. Production volumes for
the quarter are compared to beginning of quarter estimated total reserves to
calculate a depletion rate. For the six months ended February 28, 2011,
production volumes of 64,557 BOE and estimated net proved reserves of 1,425,119
BOE were the basis of the depletion rate calculation. For the six months ended
February 28, 2010, production volumes of 7,029 BOE and estimated net proved
reserves of 137,000 BOE were the basis of the depletion rate calculation.

      General and Administrative - The following table summarizes the components
of general and administration expenses:

                                      Six Months ended February 28,
                                    ------------------------------------
                                         2011               2010
                                   -----------------   ----------------

Stock based compensation            $       260,971     $       10,829
Other general and
administrative                              958,956            624,581
Capitalized general and
administrative                            (107,948)                  -
                                   -----------------   ---------------
      Totals                        $    1,111,979      $      635,410
                                   =================   ================


                                       28
<PAGE>

      The stock-based compensation recorded in general and administrative
expenses related to the issuance of stock grants and stock options to officers,
directors, consultants, and employees. The expense recorded for stock grants is
based on the market value of the common stock on the date of grant. When stock
options are issued we estimate their fair value using the Black-Scholes-Merton
option-pricing model. The estimated fair value is recorded as a non-cash expense
on a pro-rata basis over the vesting period. During the six months ended
February 28, 2011, we issued 100,000 restricted shares of common stock with a
value of $210,000 to a service provider.

      Other general and administrative expenses, which include salaries,
benefits, professional fees, and other corporate overhead, increased
approximately $334,000 during the current six-month period over the comparable
period in the prior year due to the growth in our business. The following items
contributed to the increase. Salaries and benefits increased by $332,000 as we
increased the number of employees from three to seven, reservoir engineering
fees increased by approximately $30,000, and we incurred additional professional
fees of approximately $70,000 related to increased compliance requirements of
our business. The increased expenses in these areas were somewhat offset by a
$60,000 decrease in administrative services purchased from a related party.

      Certain general and administrative expenses are directly related to the
acquisition and development of oil and gas properties. Those costs were
reclassified from general and administrative expense into capitalized costs in
the full cost pool.

      Other Income (Expense) - The issuance of $18,000,000 of convertible
promissory notes and Series C warrants during the year ended August 31, 2010,
generated a significant increase in other expenses for the six months ended
February 28, 2011, compared to the six months ended February 28, 2010. Interest
expense of $569,455 was recognized during the six months ended February 28,
2011. Accretion of debt discount was $1,902,002 during the six months ended
February 28, 2011, and amortization of debt issuance costs was $1,165,271.

      The notes contain a conversion feature, at an initial conversion price of
$1.60 that is subject to adjustment under certain circumstances, which allow the
noteholders to convert the $18,000,000 principal balance into a maximum of
11,250,000 common shares, plus conversion of accrued and unpaid interest into
common shares, also at $1.60 per share. This conversion feature, considered an
embedded derivative and recorded as a liability at its estimated fair value,
when marked-to-market, over time is reflected as a non-cash item in the
statement of operations. A non-cash expense of $10,315,421 was reflected in the
statement of operations for the six months ended February 28, 2011, to represent
the change in the fair value of the derivative conversion liability during the
period.

      Income Taxes - Our effective tax rate is currently zero. We have reported
a net loss every year since inception and for tax purposes have a net operating
loss carry forward ("NOL") of approximately $10,000,000. The NOL is available to
offset future taxable income, if any. At such time, if ever, that we are able to
demonstrate that it is more likely than not that we will be able to realize the
benefits of our tax assets, we will recognize the benefits in our financial
statements. If operational results for the remainder of the fiscal year continue
to improve, we may recognize the benefits of certain tax assets during the
latter periods of the year.


                                       29
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

      On January 11, 2011, we completed the sale of 9,000,000 shares of our
common stock in a private offering. The shares were sold at a price of $2.00 per
share. Net proceeds to us from the sale of the shares were $16,690,721 after
deductions for sales commissions and expenses.

      During the prior year ended August 31, 2010, we received gross proceeds of
$18,000,000 from the sale of 180 Units at $100,000 per Unit. Each Unit consisted
of one convertible promissory note in the principal amount of $100,000 and
50,000 Series C warrants. The notes bore interest at 8% per year, payable
quarterly, and were payable on December 31, 2012. Each Series C warrant entitles
the holder to purchase one share of our common stock at a price of $6.00 per
share and expires on December 31, 2014. Net proceeds of $16,651,023 from the
sale of the Units were used primarily to drill and complete 36 oil and gas wells
in the Wattenburg field. The Notes are collateralized by any oil and gas wells
drilled, completed, or acquired with the proceeds from the sale of the Units.

      In non-cash transactions during the six months ended February 28, 2011,
holders of convertible promissory notes with a face amount of $9,811,675
converted principal into 6,132,297 shares of our common stock ($1.60 conversion
price). Between March 1, 2011 and March 31, 2011, all of the remaining holders
of convertible promissory notes with a face amount of $6,096,325 plus accrued
interest of $55,882 elected to convert the notes into 3,845,132 shares of our
common stock.

      Our sources and (uses) of funds for the six months ended February 28, 2011
and 2010, are shown below:

                                           Six Months ended February 28,
                                         ------------------------------------
                                              2011               2010
                                        -----------------   ----------------

 Cash provided by (or used in)
   operations                            $  3,668,946        $  (283,108)

 Acquisition of oil and gas
   properties, and equipment               (5,946,766)        (3,748,918)
 Net cash proceeds from sale of stocK      16,690,721
 Net cash proceeds from sale of
  convertible notes                                           10,052,552
                                          -----------       ------------
      Net increase in cash               $ 14,412,901       $  6,020,526
                                         ============       ============

      Net cash provided by operating activities was $3,668,946 for the six
months ended February 28, 2011, while operating activities used net cash of
$283,108 for the six months ended February 28, 2010. Non-cash expenses had a
$14,875,851 and $449,248 impact on net loss for the six months ended February
28, 2011 and 2010, respectively. Changes in working capital items caused by the
timing of payments and receipts of cash had an impact of $1,691,458 and $72,974
for the six months ended February 28, 2011 and 2010, respectively.

      Cash payments for the acquisition of oil and gas properties, drilling
costs, and other development activities for the six months ended February 28,
2011 and 2010, were $5,946,766 and $3,748,918, respectively. These amounts
differ from the amounts reported as the increase in capitalized costs during the
period, which differences reflect the timing of when the capital expenditure
obligations are incurred and when the actual cash payment is made. A
reconciliation of the differences is summarized in the following table:


                                       30
<PAGE>

                                             Six Months ended February 28,
                                         ------------------------------------
                                              2011               2010
                                        -----------------   ----------------


 Cash payments                            $  5,946,766        $   3,748,918
 Accrued costs, beginning of period         (3,446,439)                   -
 Accrued costs, end of period                2,515,024              111,114
 Asset retirement obligation                    76,663                    -
                                         -------------       --------------
 Increase in capitalized costs           $   5,092,014       $    3,860,032
                                         =============       ==============

     In addition to completion  activities on the wells drilled  during the 2010
drilling  program,  capital  expenditures  for the six months ended February 28,
2011,  included the  acquisition of eight existing wells and fifteen drill sites
and associated  equipment for a purchase  price of  $1,017,435.  We believe that
these  wells are good  candidates  for  enhanced  recovery  techniques.  We also
acquired four producing  wells in Southern Weld County for cash of $400,000 plus
an  assignment  of certain  leasehold  interests  in Northern  Weld  County.  We
commenced  drilling an additional 14 wells in Southern Weld County and expect to
bring those wells on-stream during the summer.  At the State of Colorado auction
in February 2011 we acquired  mineral  leases on  approximately  5,725 acres for
cash of $265,000. In a conveyance transaction which closed on March 21, 2011, we
sold our  mineral  interest  in 3,502  gross  acres  (2,383  net acres) for cash
proceeds of $5,244,517.

      Our operating cash requirements are expected to approximate $250,000 per
month, which amount includes salaries and other corporate overhead of $150,000
and lease operating expenses of $100,000. During the current fiscal year, we
began to generate meaningful cash flow from operations, and we expect that the
revenue from wells recently placed into production will further improve our cash
flow.

      Our primary need for cash in fiscal 2011 will be to fund our acquisition
and drilling program. Our tentative capital expenditure budget approximates
$27,000,000, subject to significant adjustment for drilling success, acquisition
opportunities, operating cash flow, and available capital resources. Although
our recent sale of securities for gross proceeds of $18,000,000, plus our recent
sale of mineral lease interests for cash proceeds of $5,200,000, plus our recent
acquisition of mineral interests in exchange for shares of common stock will
provide substantially all of the capital resources required to fund our capital
expenditure plans, we may seek additional funding to expand our plans or to
provide resources for our 2012 drilling program. Our budget is tentatively
allocated to acquisition of proved and unproved properties of approximately
$12,000,000 (either from PEM or unrelated third parties) and drilling activities
of approximately $15,000,000, which include drilling new wells and reworking
existing wells.

      We plan to generate profits by drilling or acquiring productive oil or gas
wells. However, we may need to raise some of the funds required to drill new
wells through the sale of our securities, from loans from third parties or from
third parties willing to pay our share of drilling and completing the wells. We
may not be successful in raising the capital needed to drill or acquire oil or
gas wells. Any wells which may be drilled by us may not produce oil or gas in
commercial quantities.

TREND AND OUTLOOK

      The factors that will most significantly affect our results of operations
include (i) activities on properties that we operate, (ii) the marketability of
our production, (iii) our ability to satisfy our substantial capital
requirements, (iv) completion of acquisitions of additional properties and
reserves, (v) competition from larger companies and (vi) prices for oil and gas.


                                       31
<PAGE>

Our revenues will also be significantly impacted by our ability to maintain or
increase oil or gas production through exploration and development activities.

      It is expected that our principal source of cash flow will be from the
production and sale of oil and gas reserves which are depleting assets. Cash
flow from the sale of oil and gas production depends upon the quantity of
production and the price obtained for the production. An increase in prices will
permit us to finance our operations to a greater extent with internally
generated funds, may allow us to obtain equity financing more easily or on
better terms, and lessens the difficulty of obtaining financing. However, price
increases heighten the competition for oil and gas prospects, increase the costs
of exploration and development, and, because of potential price declines,
increase the risks associated with the purchase of producing properties during
times that prices are at higher levels.

      A decline in oil and gas prices (i) will reduce our cash flow which in
turn will reduce the funds available for exploring for and replacing oil and gas
reserves, (ii) will increase the difficulty of obtaining equity and debt
financing and worsen the terms on which such financing may be obtained, (iii)
will reduce the number of oil and gas prospects which have reasonable economic
terms, (iv) may cause us to permit leases to expire based upon the value of
potential oil and gas reserves in relation to the costs of exploration, (v) may
result in marginally productive oil and gas wells being abandoned as
non-commercial, and (vi) may increase the difficulty of obtaining financing.
However, price declines reduce the competition for oil and gas properties and
correspondingly reduce the prices paid for leases and prospects.

      Other than the foregoing, we do not know of any trends, events or
uncertainties that will have had or are reasonably expected to have a material
impact on our sales, revenues or expenses.

CRITICAL ACCOUNTING POLICIES

      There have been no material changes in our critical accounting policies
since August 31, 2010, and a detailed discussion of the nature of our accounting
practices can be found in the section titled "Critical Accounting Policies" in
Part II, Item 7 of our Annual Report on Form 10-K for the year ended August 31,
2010.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

      This report contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are
subject to risks and uncertainties and are based on the beliefs and assumptions
of management and information currently available to management. The use of
words such as "believes", "expects", "anticipates", "intends", "plans",
"estimates", "should", "likely" or similar expressions, indicates a
forward-looking statement.

      The identification in this report of factors that may affect our future
performance and the accuracy of forward-looking statements is meant to be
illustrative and by no means exhaustive. All forward-looking statements should
be evaluated with the understanding of their inherent uncertainty.

      Factors that could cause our actual results to differ materially from
those expressed or implied by forward-looking statements include, but are not
limited to:

o    The success of our exploration and development efforts;
o    The price of oil and gas;
o    The worldwide economic situation;
o    Any change in interest rates or inflation;


                                       32
<PAGE>

o    The  willingness  and ability of third  parties to honor their  contractual
     commitments;
o    Our ability to raise additional  capital,  as it may be affected by current
     conditions in the stock market and  competition in the oil and gas industry
     for risk capital;
o    Our capital costs, as they may be affected by delays or cost overruns;
o    Our costs of production; o Environmental and other regulations, as the same
     presently exist or may later be amended;
o    Our ability to identify, finance and integrate any future acquisitions; and
o    The volatility of our stock price.


Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

      An evaluation was carried out under the supervision and with the
participation of our management, including our Principal Financial Officer and
Principal Executive Officer, of the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this report on Form 10-Q.
Disclosure controls and procedures are procedures designed with the objective of
ensuring that information required to be disclosed in our reports filed under
the Securities Exchange Act of 1934, such as this Form 10-Q, is recorded,
processed, summarized and reported, within the time period specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and is communicated to our management, including our Principal
Executive Officer and Principal Financial Officer, or persons performing similar
functions, as appropriate, to allow timely decisions regarding required
disclosure. Based on that evaluation, our management concluded that, as of
February 28, 2011, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

      There were no changes in our internal control over financial reporting
during the quarter ended February 28, 2011, that materially affected or are
reasonably likely to materially affect our internal control over financial
reporting.


                                       33
<PAGE>



                                     PART II

Item 1.  Legal Proceedings.

            None.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

      During the three months ended February 28, 2011, holders of convertible
promissory notes in the principal amount of $9,311,675, plus accrued interest
elected to convert into 5,821,744 shares of the Company's common stock. The
Company relied upon the exemption provided by Section 3(a)(9) of the Securities
Act of 1933 in connection with the issuance of these shares.

Item 3.  Default Upon Senior Securities.

            None.

Item 4.  Submission of Matters to a Vote of Securities Holders.

            None.

Item 5.  Other Information.

            None.

Item 6.  Exhibits

a.     Exhibits

31.1   Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
       for Ed Holloway.

31.2   Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
       for Frank L. Jennings.

32     Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
       for Ed Holloway and Frank L. Jennings.



                                       34
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                      SYNERGY RESOURCES CORPORATION

Date:  April 11, 2011
                                      By: /s/ Ed Holloway
                                         -----------------------------------
                                         Ed Holloway, President and Principal
                                           Executive Officer



Date:  April 11, 2011
                                      By: /s/ Frank L. Jennings
                                          -----------------------------------
                                          Frank L. Jennings, Principal Financial
                                            and Accounting Officer





                                       35
<PAGE>