UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q





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





For the quarterly period ended October 31, 2010


OR


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





For the transition period from __________ to __________





Commission File Number: 333-118138





Nitro Petroleum Incorporated


(Exact name of registrant as specified in its charter)





Nevada


98-0488493(State or other jurisdiction of incorporation or organization)


(I.R.S. Employer Identification Number)





7250 NW Expressway Suite 260


OKLAHOMA CITY, OK, 73132


(Address of principal executive offices)





(405) 728-3800


(Registrant’s telephone number, including area code)








(Former name, former address and former fiscal year, if changed since last report)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes x   No o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o   No o





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





Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
Smaller reporting company x





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





At December 14, 2010 there were 140,024,156 shares of the Registrant’s Common Stock outstanding.










ITEM 1. FINANCIAL STATEMENTS




NITRO PETROLEUM INCORPORATEDBALANCE SHEETSUnaudited

AuditedOctober 31,

January 31,ASSETS
2010

2010CurrentCash




$        98,122

$          2,502Accounts receivable



175,316

76,195Total Current Assets

273,438

78,697Property and equipment, net


48,797

51,978Oil and gas properties, net - using full cost accounting
315,538

446,191Total Assets


$      637,773

$      576,866LIABILITIESCurrent LiabilitiesAccounts payable



$      304,737

$      268,946Lease development liability


192,454

-Revenue payable



83,601

60,840Due to related party



8,000

27,180Short-term notes payable


364,275

244,338Total Liabilities


953,067

601,304STOCKHOLDERS' (DEFICIT)Capital stockAuthorized:2,000,000,000 common stock, $0.001 par value10,000,000 preferred stock, $0.001 par valueIssued and outstanding:140,024,156 and 121,249,157 on October 31 andJanuary 31, 2010, respectively

140,024

121,249Additional paid-in capital



4,746,351

4,687,476Accumulated (deficit)



(5,201,669)

(4,833,163)Total Stockholders' (Deficit)

(315,294)

(24,438)Total Liabilities And Stockholders' (Deficit)
$      637,773

$      576,866








See accompanying notes


F-1





NITRO PETROLEUM INCORPORATEDSTATEMENTS OF OPERATIONSUnauditedThree Months Ended

Nine Months EndedOctober 31,

October 31,2010

2009

2010

2009RevenuesOil and gas sales
$           27,956

$           34,188

$           78,214

$           89,697Lease operating income
23,650

-

41,910

-Other

-

-

-

157Total Revenues
51,606

34,188

120,124

89,854ExpensesLease operating
17,252

(20,239)

40,037

147,519Production taxes
1,694

2,428

(1,212)

6,334Intangible drilling cost
-

-

8,747

-Depreciation, depletion and amortization
9,978

8,164

25,233

40,315Interest expense
7,692

5,558

23,881

11,973General and administrative
105,234

131,614

391,944

463,870Impairment

-

150,000

-

150,000Total Expenses
141,850

277,525

488,630

820,011Loss before provision for income taxes
(90,244)

(243,337)

(368,506)

(730,157)Loss on sale of oil and gas properties
-

-

-

(44,351)Loss before provision for income taxes
(90,244)

(243,337)

(368,506)

(774,508)Provision for income taxes
-

-

-

-Net Loss

$          (90,244)

$         (243,337)

$          (368,506)

$          (774,508)Basic and diluted loss per share
$              (0.00)

$               (0.00)

$                (0.00)

$                (0.01)Weighted average number of sharesoutstanding-basic and diluted
140,024,156

101,449,158

131,759,156

101,449,158








See accompanying notes


F-2





NITRO PETROLEUM INCORPORATEDSTATEMENTS OF CASH FLOWSUnauditedNine Months EndedOctober 31,2010

2009Operating ActivitiesNet loss for the period




$       (368,506)

$       (774,508)Adjustments for items not effecting cash:Depletion, depreciation and amortization


25,233

40,315Share based compensation



52,650

201,500Loss on sale of oil and gas properties


-

44,352Impairment




-

150,000Change in non-cash working capital balances related to operationsAccounts receivable




(99,121)

8,483Accounts payable and accrued liabilities


40,728

1,446Estimated lease operating expenses


192,454

-Revenue payable




22,761

21,315Cash used in operating activities



(133,801)

(307,097)Investing ActivitiesAcquisition of oil and gas properties



(11,699)

(60,567)Proceeds from sale of oil and gas properties


120,300

200,000Cash provided by investing activities



108,601

139,433Financing ActivitiesProceeds from related party note



500

-Payments on related party note



(19,680)

-Cash overdraft





-

(2,987)Decrease in other assets




-

26,152Payments on short term note payable


-

(13,295)Proceeds from short note payable



140,000

160,350Cash provided by financing activities



120,820

170,220Increase in cash during the period



95,620

2,556Cash, beginning of the period




2,502

930Cash, end of the period




$          98,122

$            3,486








See accompanying notes


F-3





NITRO PETROLEUM INCORPORATEDSTATEMENTS OF CASH FLOWSUnauditedSupplemental cash flow disclosuresCash paid during the period for:Interest





$                    -

$                    -Income taxes





$                    -

$                    -Non-cash investing and financing activities:Accrued interest




$          (4,937)

$                    -Short term notes payable




(20,063)

-Common stock issued for debt settlement


10,000

-Additional paid in capital for debt settlement


15,000

-$                    -

$                    -








See accompanying notes





F-4
 NITRO PETROLEUM INCORPORATED
 NOTES TO THE INTERIM FINANCIAL STATEMENTS
 October 31, 2010
 (Unaudited)


Note 1
Interim Reporting





The accompanying financial statements of Nitro Petroleum Incorporated have not been audited by independent public accountants.  In the opinion of management, the accompanying financial statements reflect all adjustments necessary to present fairly our financial position at October 31, 2010 and our income and cash flows for the nine months ended October 31, 2010 and 2009. All such adjustments are of a normal recurring nature.  In preparing the accompanying financial statements, management has made certain estimates and assumptions that affect reported amounts in the financial statements and disclosures of contingencies.  Actual results may differ from those estimates.  The results for interim periods are not necessarily indicative of annual results.





Certain disclosures have been condensed or omitted from these financial statements.  Accordingly, these financial statements should be read with the financial statements included in our 2009 Annual Report on Form 10-K/A.





Note 2            Nature and Continuance of Operations





Nitro Petroleum Incorporated (the “Company”) was incorporated in October 2003 in the State of Nevada and has established its corporate offices in Shawnee, Oklahoma.  On February 27, 2006, the Company changed its name from Ingenium Capital Corp. to Nitro Petroleum Incorporated.  The Company is engaged primarily in the acquisition, development, production, exploration for, and the sale of oil, gas and natural gas liquids.  All business activities are conducted in Texas and Oklahoma and the Company sells its oil and gas to a limited number of domestic purchasers.





These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months.  Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.  As of October 31, 2010, the Company had not yet achieved profitable operations, has accumulated losses of $5,201,669 since its inception, has a working capital deficiency of $679,629 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern.  The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available.




Note 3
Oil and Gas Properties





a)
Effective July 1 2007, the Company acquired a 6.375% working interest of a 79.125% net revenue interest in an oil and gas lease located in Garvin County, Oklahoma.





b)
On February 1, 2008, the Company purchased producing properties located in Garvin County and Pottawatomie County, Oklahoma in a transaction that resulted in the distribution of 1,306,054 shares in exchange for a 25% gross working interest in producing wells and in undeveloped proved properties.  The shares exchanged have restrictions to sell such shares, varying from six months to one year.  Management has assigned a value of said properties at 40 cents per share for a total purchase price of $522,422.  On March 27, 2009, the Company sold a one-half of their interest in these wells to Encore Renaissance Resources Corporation for two hundred thousand dollars ($200,000).  The Company has the option and right within one year of closing to purchase back the working interest in the properties sold for two hundred fifty thousand dollars ($250,000).




F-5
 NITRO PETROLEUM INCORPORATED
 NOTES TO THE INTERIM FINANCIAL STATEMENTS
 October 31, 2010
 (Unaudited)


c)
By agreement dated September 1, 2006, as extended November 1, 2006 and February 28, 2007, the Company entered into an agreement whereby the Company disposed of 50% of the Company’s interest in certain oil and gas properties located in the Barnett Shale play in consideration for proceeds of $400,000 payable by way of a promissory note, due October 31, 2007, which bares interest at 10% per annum and is secured by a general security agreement.  As part of the extension, the purchaser agreed to issue 250,000 common shares to the Company.  125,000 common shares may be returned to the purchaser if the purchaser performs all its covenants.  The Company and the purchaser have a director in common.  As the risks and other incidents of ownership have not transferred to the purchaser with sufficient certainty, this transaction has not been reflected in these financial statements.





d)
On January 26, 2009, the Company entered into a Memorandum of Understanding (the “Memorandum of Understanding”) with REDS, LLC (“REDS”) pursuant to which the Company will acquire oil and gas leases from REDS covering 1,600 acres in Montana and will have two additional options to acquire an additional 1,600 acres per option from REDS.  The Company will own 100% of the coal, coal bed methane, and oil and natural gas rights to the acreage being acquired pursuant to the Memorandum of Understanding.  The Company will pay a 20% net royalty on production.





Pursuant to the terms of the Memorandum of Understanding, the Company will acquire leases covering the initial 1600 acres and drill 10 wells on such acreage.  The drilling of the initial 10 wells pursuant to the Memorandum of Understanding is referred to as “Phase One” of the development project contemplated by the Memorandum of Understanding.  As consideration for assignment of leases covering the 1,600 acres that will be drilled in Phase One, the Company will pay REDS a $75,000 bonus.  The payment of the bonus is contingent upon the Company’s receipt of title status reports for the Phase One tract and the assignment of unencumbered leases making up the Phase One tract to the Company.




Additionally, the Company will deposit $250,000 with an escrow agent immediately after the Phase One leases have been deemed unencumbered and assigned to the Company.  The escrowed amount will be released on a pro rata basis to REDS as each Phase One well lease and permit is approved by the Bureau of Indian Affairs (“BIA”) and a Bureau of Land Management (“BLM”) permit for each well is issued.  If the BIA and/or the BLM have not approved the Phase One leases and the wells with 90 days from the date of the Memorandum of Understanding, the escrow agent will refund the escrowed funds to the Company.





Upon the completion of Phase One, the Company will have the option to acquire leases covering an additional 1,600 acres to drill 10 additional “Phase Two” wells.  The Phase Two wells will be drilled on the same terms and conditions as the Phase One wells, except that the Company will pay REDS $300,000 for the right to drill the Phase Two wells.  However, if the Company determines that the Phase One wells will not reach payout in a fair and reasonable period, then REDS will allow the Company to drill the Phase Two wells for no additional fee.





Upon the completion of Phase Two, the Company will have the option to acquire leases covering an additional 1,600 acres to drill 10 additional “Phase Three” wells.  The Phase Three wells will be drilled on the same terms and conditions as the Phase Two wells, except that the Company will pay REDS $400,000 for the right to drill the Phase Three wells, unless Phase Two is deemed economically unfeasible as a result of the drilling the Phase Two wells.  The Company has the option of drilling development wells on the leases acquired in Phase One, Phase Two and Phase Three.





e)
On February 26, 2010, the Company sold all of its interest in the Moreland and Farley leases for $100,000.





f)
On September 1, 2010, the Company acquired a 25% working interest in 7 well package located in Garvin County, Oklahoma.  The Company acquired this interest by first purchasing the prospect and then selling off 55% of the ownership in the working interest to third party investors, gave a 20% carried working interest to the seller, retaining the balance of the working interest.  The Company has lease development liability recorded at $192,454 at October 31, 2010 for recompletion of the wells.





g)
On September 29, 2010, the Company purchased a 20.83333% working interest in the Thompson #2-18 located in Garvin County, Oklahoma.  The Company paid $10,417 for this working interest.




F-6
 NITRO PETROLEUM INCORPORATED
 NOTES TO THE INTERIM FINANCIAL STATEMENTS
 October 31, 2010
 (Unaudited)
 Note 4                 Notes Payable


On April 13, 2009, the Company entered into an agreement with C.U. Your Oil Rig Corporation, in which C.U. Your Oil Rig Corporation advanced the Company a total of $150,000 with a term of 18 months at 15% interest.  At October 31, 2010, this note had a balance of $121,274 and has accrued interest in the amount of $10,217.





The Company also has various short term obligations with different entities, all of which bear zero percent interest rates and are due upon demand.





Note 5                 Property and Equipment




October 31, 2010Cost

Accumulated

AmortizationLand

$       30,769

$                 -Office furniture

1,930

1,174Computer

1,420

5192007 Chevy Truck

26,749

10,379$       60,868

$       12,072


The Company has acquired property in Shawnee, Oklahoma in anticipation of building offices and a warehouse/yard facility.





Note 6             Stock Incentive Plan





The Board of Directors adopted the Nitro Petroleum Incorporated 2008 Stock Incentive Plan (the “Plan”) on July 10, 2008.  The Plan will be administered by the Board of Directors, or a committee of the Board of Directors and all officers, employees, directors and individual consultants of the Corporation will be allowed to participate in the Plan.  The Plan has a term of ten years.  Accordingly, no grants may be made under the Plan after July 10, 2018, but the Plan will continue thereafter while previous grants remain subject to the Plan.





The aggregate number of shares of common stock available under the Plan is 2,500,000 shares. The Plan authorizes the Board of Directors to grant restricted stock award and stock options. The Board of Directors may not grant incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended under the Plan until such time that the Plan is approved by the Corporation’s stockholders. Until such time, the Board may only grant nonstatutory stock options (any stock option that is not an incentive stock option), and restricted stock under the Plan. All grants under the Plan will be made in the discretion of the Board of Directors.





On July 10, 2008, the Corporation granted 1,800,000 shares of restricted stock to the management.  The Company has accounted for the cost of the Plan utilizing the Black-Scholes option pricing formula, which includes a computed volatility rate of 133.72% obtained through the historical price data of the Company’s stock beginning July 11, 2006 and ending July 10, 2008, the date this Plan was adopted.  A risk-free rate of return of 2.57% was also used in the compensation expense as provided by the U.S. Treasury constant maturities.  Other factors in computing the Plan’s valuation include a per option price of $0.18 per share, as this was the closing price of the Company’s stock on the date this Plan was adopted.  Also, a 0% forfeiture rate has been assumed for all periods up to June 30, 2011, the final month of vesting.




On June 11, 2009, the Board of Directors of the Company approved the accelerated vesting of all unvested restricted stock which was previously granted to the Company’s directors and officers pursuant to the Company’s plan.  As a result of the accelerated vesting, all 1,199,999 shares of unvested restricted stock became immediately vested and issuable.





On August 25, 2009 the Company filed with the Securities and Exchange Commission Form S-8 changing the amount of shares available for the Plan to 10,000,000 shares.





On August 28, 2009, the Company issued 2,000,000 shares of common stock to James Mitchell and 2,000,000 shares of common stock to Lorne Torhjelm in exchange for consulting services from each for a six month term.


F-7
 NITRO PETROLEUM INCORPORATED
 NOTES TO THE INTERIM FINANCIAL STATEMENTS
 October 31, 2010
 (Unaudited)


On January 21, 2010, the Company issued 6,000,000 shares of common stock to Richard Smith in exchange for consulting services. Mr. Smith will assist the Company in evaluating requirements for growth and expansion of the Company’s operations and assist in identifying potential business opportunities.  The expense related to this issuance was $60,000 for the year ended January 31, 2010.




The Board of Directors adopted the Nitro Petroleum Incorporated 2010 Stock Incentive Plan (the “Plan”) on July 30, 2010.  The Plan will be administered by the Board of Directors, or a committee of the Board of Directors and all officers, employees, directors and individual consultants of the Corporation will be allowed to participate in the Plan.  The Plan has a term of ten years.  Accordingly, no grants may be made under the Plan after July 30, 2020, but the Plan will continue thereafter while previous grants remain subject to the Plan.





The aggregate number of shares of common stock available under the Plan is 17,500,000 shares. The Plan authorizes the Board of Directors to grant restricted stock award and stock options. The Board of Directors may not grant incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended under the Plan until such time that the Plan is approved by the Corporation’s stockholders. Until such time, the Board may only grant nonstatutory stock options (any stock option that is not an incentive stock option), and restricted stock under the Plan. All grants under the Plan will be made in the discretion of the Board of Directors.





On July 1, 2010, the Company issued 8,750,000 shares to management for consulting services and 25,000 shares to one director of the Company.  The expense related to this issuance was $52,650 for the nine months ended October 31, 2010.





Note 7
Related Party Transactions





By a management agreement dated July 31, 2010, the Company agreed to pay a director of the company management fees of $4,500 per month for management services and a vehicle allowance of $500 per month for a term of one year.  The company shall also issue a total of 2,500,000 shares of the Company’s common stock to the director. The term may be renewed for further one year terms at the option of the Company.


During the nine months ended October 31, 2010, the Company incurred management fees charged by a director of the Company totalling $61,500 (2009: $44,000).





By a management agreement dated July 31, 2010, the Company agreed to pay the President of the company management fees of $5,500 per month for management services and a vehicle allowance of $700 per month for a term of one year.  The company shall also issue a total of 6,000,000 shares of the Company’s common stock to the President.  The term may be renewed for further one year terms at the option of the Company.





During the nine months ended October 31, 2010, the Company incurred management fees charged by the President of the Company totaling $85,500 (2009: $0).





Included in accounts payable at October 31, 2010 is $7,500 (January 31, 2010: $16,000) due to a director of the Company for management services.




Note 8
Departure of Directors or Certain Officers, Election of Directors and Appointment of Certain Officers


On September 16, 2009, James Kirby and Sharon Farris resigned as members of the Board of Directors of the Company, effective immediately.





Effective October 1, 2009, Mr. Larry Wise resigned from his position as President and Chief Executive Officer of the Company and Mr. Shane Broesky resigned from his position as Chief Financial officer of the Company.





Effective October 1, 2009, Mr. James G. Borem has been appointed as Director, President and Interim Chief Financial Officer of the Company, effective as of October 1, 2009.




F-8
 NITRO PETROLEUM INCORPORATED
 NOTES TO THE INTERIM FINANCIAL STATEMENTS
 October 31, 2010
 (Unaudited)


Note 9
Comparative Figures





Certain of the comparative figures have been reclassified to conform with the current period’s presentation.





Note 10           Subsequent Events





The Company has determined that there were no subsequent events through December 10, 2010 that warrant disclosure or recognition in the financial statements.








F-9







ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATION




The following discussion and analysis is intended to help the reader understand our business, financial condition, results of operations, liquidity and capital resources.  This discussion and analysis should be read in conjunction with our financial statements and the accompanying notes included in this report, as well as our audited financial statements and the accompanying notes included in our annual report on Form 10-K/A for the year ended January 31, 2010 (the “2009 Form 10-K/A”).  The following discussion contains forward-looking statements that are dependent upon events, risks and uncertainties that may be outside our control.  Our actual results could differ materially from those discussed in these forward-looking statements.  Factors that could cause or contribute to such differences include, but are not limited to, market prices for natural gas and crude oil, economic and competitive conditions, regulatory changes, estimates of proved reserves, potential failure to achieve production from development projects, capital expenditures and other uncertainties, as well as those factors discussed below and elsewhere in this report and in our Form 10-K/A, all of which are difficult to predict.  In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur.





The financial information with respect to the nine month periods ended October 31, 2010 and October 31, 2009 that is discussed below is unaudited.  In the opinion of management, this information contains all adjustments, consisting only of normal recurring accruals, necessary to state fairly the unaudited financial statements.  The results of operations for the interim periods are not necessarily indicative of the results of operations for the full fiscal year.





The Company intends to continue to acquire high quality oil and gas properties, primarily “proved producing and proved undeveloped reserves” in the United States.  The Company sees significant opportunities in acquiring properties with proven producing reserves and undeveloped acreage in fields that have a long history of production.  The Company will also explore low-risk development drilling and work-over opportunities with experienced, strong operators.  The Company will attempt to finance oil and gas operations through a combination of privately placed debt and/or equity.  There can be no assurance that the Company will be successful in finding financing, or even if financing is found, that the Company will be successful in acquiring oil and/or gas assets that result in profitable operations.





The Company has now directed its attention to different areas outside of Oklahoma.





Montana





The company located and was successful in obtaining an exploration opportunity in the Montana Powder River Basin. The company will farm out the exploration and development rights while maintaining a 10 percent carried interest. Prospective farm – in partners are presently examining the project.





The Company is continuing its efforts to identify and assess investment opportunities in oil and natural gas properties, utilizing free labor of its directors and stockholders until such time as funding is sourced from the capital markets.  It is anticipated that funding for the next twelve months will be required to maintain the Company.  Attempts are ongoing to raise funds through private placements and said attempts will continue throughout 2010.  The Company may also use various debt instruments as well as public offerings to raise needed capital during 2010.







10


As oil and gas properties become available and appear attractive to the Company’s management, funds, when they become available, will be spent on due diligence and research to determine if said prospects could be purchased to provide income for the Company.  Established oil companies continue to strive to reduce costs and debt.  This causes significant market opportunities for the Company to possibly position itself with sellers that wish to divest themselves of production or proven undeveloped properties in order to provide liquidity.  The Company’s management believes that current market conditions are creating situations that could result in the opportunity for such production acquisitions.





The Company may also finance acquisition of “proven producing reserves” with predictable production levels and cash flow by offering the secure investors with the mineral interests acquired.  The Company may also hedge price risk by selling forward a portion of future production acquired under fixed-price contracts to minimize risk associated with commodity prices.  In some cases the future value of such fixed-price contracts may be greater that the initial investments, thereby hedging the inherent acquisition risk, without limiting the upside available the stockholders and investors.  There can be no assurance, however, that any of these methods of financing will be successful in helping fund the Company.





The operating expenses will increase as the Company undertakes its plan of operations.  The increase will be attributable to the continuing geological exploration and acquisition programs and continued professional fees that will be incurred.





Financial Condition and Results of Operations





For the three months ended October 31, 2010, the Company had revenue of $51,606, as compared to $34,188 for the three months ended October 31, 2009.





For the nine months ended October 31, 2010, the Company had revenue of $120,124, as compared to $89,854 for the nine months ended October 31, 2009.





Cost of continued operations for the three months ended October 31, 2010 was $141,850 resulting in a net loss for the period of $90,244.





Cost of continued operations for the three months ended October 31, 2009 was $277,525 resulting in a net loss for the period of $243,337.





Cost of continued operations for the nine months ended October 31, 2010 was $488,630 resulting in a net loss for the period of $368,506.





Cost of continued operations for the nine months ended October 31, 2009 was $820,011 resulting in a net loss for the period of $774,508.





The Company expects to continue to receive revenues from the properties on the Oklahoma properties and the Company expects for these revenues to increase.  Planned exploration ventures should increase revenues for the fiscal year ending January 31, 2011.





Liquidity and Capital Resources





The Company had cash of $98,122 as of October 31, 2010, compared to cash of $2,502 as of January 31, 2010.  The Company had a working capital deficiency of $679,629 as of October 31, 2010, compared to working capital deficiency of $522,607 as of January 31, 2010.





The Company will continue to utilize the free labor of its directors and stockholder until such time as funding is sourced from the capital markets.  It is anticipated that funding for the next twelve months will be required to maintain the Company.





Going Concern





The Company has not attained profitable operations and is dependent upon obtaining financing to pursue any extensive acquisitions and exploration activities.  For these reasons, the Company’s auditors stated in their report on the Company’s audited financial statements that they have substantial doubt the Company will be able to continue as a going concern without further financing.





Future Financings





The Company will continue to rely on equity sales of the common shares in order to continue to fund the Company’s business operations.  Issuances of additional shares will result in dilution to existing stockholders.  There is no assurance that the Company will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.




11


Departure of Directors or Certain Officers, Election of Directors and Appointment of Certain Officers





On September 16, 2009, James Kirby and Sharon Farris resigned as members of the Board of Directors of the Company, effective immediately.





Effective October 1, 2009, Mr. Larry Wise resigned from his position as President and Chief Executive Officer of the Company and Mr. Shane Broesky resigned from his position as Chief Financial Officer of the Company.  Mr. Wise will continue to be in charge of all field operations for Oklahoma, Texas and Montana and will also remain on the Board of Directors of the Company.





Effective October 1, 2009, Mr. James G. Borem has been appointed as Director, President, Chief Executive Officer and Interim Chief Financial Officer of the Company, effective as of October 1, 2009.  Mr. Borem, age 62, has over 40 years of experience in the Petroleum Industry. He has vast experience in the areas of Petroleum Valuations, Development, Financing, Budgeting, Marketing, Materials Procurement and Risk Management. Mr. Borem currently serves, and has served for the past five years, as President of Premier Operating Inc. and Providen Reserves Inc., two Oklahoma oil and gas service and production companies that are not affiliated with Nitro Petroleum Incorporated.





Off-Balance Sheet Arrangements





The Company has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.




ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





Not applicable.




ITEM 4.  CONTROLS AND PROCEDURES.




Evaluation of Disclosure Controls and Procedures




The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by it in the reports that it files or submits to the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms, and that information is accumulated and communicated to the Company’s management, including its principal executive and principal financial officer (referred to in this periodic report as the Certifying Officer), as appropriate to allow timely decisions regarding required disclosure. The Company’s management evaluated, with the participation of its Certifying Officer, the effectiveness of the Company’s disclosure controls and procedures as of October 31, 2010, pursuant to Rule 13a-15(b) under the Securities Exchange Act. Based upon that evaluation, the Company’s Certifying Officer concluded that, as of October 31, 2010, the Company’s disclosure controls and procedures were effective.




Changes in Internal Controls




There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended October 31, 2010, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.




PART II




Item 1.  Legal Proceedings.




The Company is not currently a party to any legal proceedings and, to the knowledge of the Company’s management, no such proceedings are threatened or contemplated.




Item 1.A.  Risk Factors.




Not applicable.




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




None.




Item 3.  Defaults upon Senior Securities.




None.




Item 4.  [RESERVED AND REMOVED]






Item 5.  Other Information.




None.




Item 6.  Exhibits.




Exhibit No.
Description of Exhibit31.1
Rule 13a-14 Certification of Chief Executive Officer and Chief Financial Officer32.1
Section 1350 Certification of Chief Executive Officer and Chief Financial Officer


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SIGNATURES




In accordance with the requirements of the Exchange Act, the registrant caused this report to signed on its behalf by the undersigned, thereunto duly authorized.




NITRO PETROLEUM INCORPORATED





By:   /s/  James G. Borem


James G. Borem,


President, Chief Executive Officer and Interim Chief Financial Officer











Date:  December 15, 2010








EXHIBIT INDEXExhibit No.
Description
Method of Filing31.1
Rule 13a-14 Certification of Chief Executive Officer and Chief Financial Officer
Filed herewith electronically32.1
Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
Filed herewith electronically





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