SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

AMENDMENT NO. 2

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

For the quarterly period ended March 31, 2008

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from _________________ to _______________

Commission File Number 2-73389

STRIKER OIL & GAS, INC.

(Exact name of small business issuer as specified in its charter)

Nevada		75-1764386
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

5075 Westheimer Rd., Suite 975, Houston, Texas 77056

(Address of principal executive offices)

(713) 402-6700

(Issuer’s telephone number)

Check whether the issuer has (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 [_]

As of May 19, 2008, there were outstanding 20,451,816 shares of common stock, $.001 par value per share.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

STRIKER OIL & GAS, INC.

INDEX TO FORM 10-Q

March 31, 2008


Part I	Financial Information		Page No.

	Item 1.	Financial Statements

		Consolidated Balance Sheets March 31, 2008 (unaudited) and December 31, 2007	1-2

		Consolidated Statements of Operations (unaudited) Three Months Ended March 31, 2008 and 2007	3

		Consolidated Statements of Cash Flow (unaudited) Three Months Ended March 31, 2008 and 2007	4-5

		Notes to Unaudited Consolidated Financial Statements	6-10

	Item 2.	Management’s Discussion and Analysis of Results of Operations and Financial Condition	11-14

	Item 3.	Controls and Procedures	15

Part II	Other Information

	Item 1.	Legal Proceedings	16

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17

	Item 3.	Exhibits	18

EXPLANATORY NOTE

Striker Oil and Gas, Inc. (the “Company”) is filing this Amendment No. 2 on Form 10-Q/A (this “Amendment”) to the Company’s Form 10-Q for the quarter ended March 31, 2008, to revise the conclusion related to disclosure controls and procedures on Page 18 of the Company's Form 10-Q/A filed with the Securities and Exchange Commission on July 2, 2008.

The change set forth above is the only portion of the Form 10-Q being amended herein. This Amendment No. 2 does not change any other information set forth in the Form 10-Q.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

STRIKER OIL & GAS, INC.

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31,			December 31,
	2008			2007
ASSETS	(Restated)			(Restated)
Current assets:
Cash and cash equivalents	$	640,216		$	608,944
Oil and gas receivable, net of allowance of $166,789 at March 31, 2008 and December 31, 2007		453,713			1,574,097
Prepaid expenses		93,810			333,164
Deferred financing costs, net		66,371			59,131
Total current assets		1,254,110			2,575,336
Property and equipment:
Oil and gas properties, full-cost method:
Subject to depletion		12,165,420			11,913,806
Unevaluated costs		1,083,264			711,521
Other fixed assets		264,679			263,059
Accumulated depletion, depreciation and impairment		(3,490,525	)		(3,165,108	)
Property and equipment, net		10,022,838			9,723,278
Other assets		129,867			128,146
Total assets	$	11,406,815		$	12,426,760

See accompanying notes to unaudited consolidated financial statements.

Page 1

STRIKER OIL & GAS, INC.

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

		March 31,			December 31,
		2008			2007
LIABILITIES AND SHAREHOLDERS’ EQUITY		(Restated)			(Restated)
Current liabilities:
Accounts payable	$		503,889	$		797,502
Accrued interest			175,342			61,035
Oil and gas royalties payables			59,678			167,917
Accrued liabilities			1,617			1,005
Notes payable			89,538			100,111
Drilling contract liability			101,187			326,187
Current portion – secured convertible note payable net of unamortized discount of $353,133 and $1,064,419, respectively			120,468			2,166,341
Derivative liabilities			1,351,513			1,479,268
Total current liabilities			2,403,232			5,099,366

Long term liabilities:
Secured convertible note payable net of unamortized discount of $4,232,519 and $2,797,247, respectively			1,443,882			221,995
Asset retirement obligation			761,747			748,757
Total long term liabilities			2,205,629			970,752
Total current and long term liabilities			4,608,861			6,070,118
Shareholders' equity:
Preferred stock, $.001 par value, 25,000,000 shares authorized, none issued			--			--
Common stock, $.001 par value, 1,500,000,000 shares authorized,
20,373,051 and 20,212,968 issued and outstanding, respectively			20,373			20,213
Treasury stock, at cost; 1,237,839 shares			(331,014			(331,014	)
Additional paid-in capital			21,791,922			21,767,652
Accumulated deficit			(14,683,398			(15,100,209	)
Total shareholders’ equity			6,797,954			6,356,642
Total liabilities and shareholders' equity	$		11,406,815	$		12,426,760

See accompanying notes to unaudited consolidated financial statements.

Page 2

STRIKER OIL & GAS, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2008 AND 2007

Unaudited

	Three Months Ended March 31,
	2008			2007
	(Restated)

Oil and gas revenue	$	1,179,135		$	322,348
Oil and gas production costs		478,268			147,880
Depletion expense		325,703			184,933
Gross profit (loss)		375,164			(10,465	)

Operating expenses:
General and administrative		528,430			1,035,760
Drilling rig contract		--			396,998
Depreciation		12,704			11,093
Other		58,033			45,392
Total operating expenses		599,167			1,489,243

Loss from operations		(224,003	)		(1,499,708	)

Other income (expense):
Interest income		7,106			3,298
Interest expense		(502,199	)		(7,474	)
Change in fair value of derivatives		1,135,903			--
Total other		640,810			(4,176	)
Net income (loss)	$	416,807		$	(1,503,884	)

Net loss per share:
Basic	$	0.02		$	(0.08	)
Diluted	$	0.02		$	(0.08	)

Weighted average number of common shares outstanding:
Basic		20,303,857			19,229,906
Diluted		20,480,858			19,229,906

See accompanying notes to unaudited consolidated financial statements.

Page 3

STRIKER OIL & GAS, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 2008 AND 2007

(Unaudited)

	Three Months Ended March 31,
	2008			2007
	(Restated)
Cash flows from operating activities:
Net income (loss)	$	416,807		$	(1,503,884	)
Adjustments to reconcile net loss to cash used in operating activities:
Depletion and depreciation		325,417			196,026
Impairment of oil and gas properties		12,990			--
Stock and stock options issued for services		160			33,516
Stock option expense		--			459,813
Amortization of debt discounts		284,162			5,625
Fair value stock options		17,850			--
Other assets		(1,721	)		(3,296	)
Change in fair value of derivatives		(1,135,903	)		--
Changes in assets and liabilities:
Accounts receivable		1,120,384			158,139
Prepaid drilling contract		--			958,898
Deferred financing costs		(7,240	)		--
Prepaid expenses		239,355			(66,277	)
Accounts payable and accrued liabilities		(286,938	)		23,121
Drilling contract liability		(225,000	)		(741,975	)
Net cash generated by (used) in operating activities		760,323			(414,427	)
Cash flows from investing activities:
Investment in oil and gas properties and other fixed assets		(624,978	)		(929,247	)
Net cash used in investing activities		(624,978	)		(929,247	)
Cash flows from financing activities:
Repayment of notes payable		(110,573	)		--
Stock issued for cash		--			965,000
Exercise of stock options		6,500			5,000
Net cash (used) provided by financing activities		(104,073	)		970,000

Net increase (decrease) in cash		31,272			(373,674	)
Cash and cash equivalents, beginning of period		608,944			417,884
Cash and cash equivalents, end of period	$	640,216		$	44,210

See accompanying notes to unaudited consolidated financial statements.

Page 4

STRIKER OIL & GAS, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 2008 AND 2007

(Unaudited)

(Continued)

Supplemental cash flow disclosures:	Three Months Ended March 31, 2008 2007 (restated)
Interest paid	$	92,466	$	--
Taxes paid		--		--

Supplemental non-cash disclosures:
Stock issued for prepaid expenses	$	18,000	$	16,719
Purchase of treasury stock for note receivable – related party		--	$	211,014
Transfer to oil and gas properties from prepaid expenses	$	254,101	$	1,702,780

See accompanying notes to unaudited consolidated financial statements.

Page 5

STRIKER OIL & GAS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2008

Note 1. Organization and Nature of Business

The accompanying unaudited consolidated financial statements of Striker Oil & Gas, Inc. (formerly Unicorp, Inc.) (the "Company" or "Striker") have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the rules of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation, have been included in the accompanying unaudited consolidated financial statements. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year. Notes to the consolidated financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the fiscal year ended December 31, 2007, as reported in the Form 10-KSB, have been omitted.

These consolidated financial statements should be read in conjunction with the financial statements and footnotes, which are included as part of the Company's Form 10-KSB for the year ended December 31, 2007.

Striker was originally incorporated in May 1981 in the State of Nevada under the name of Texoil, Inc., changed its name to Unicorp, Inc. in March 1999, and subsequently changed its name to Striker Oil & Gas, Inc. in April 2008. Striker is a natural resource company engaged in the exploration, exploitation, acquisition, development and production and sale of natural gas, crude oil and natural gas liquids from conventional reservoirs within the United States. Substantial portions of the Striker’s operations are conducted in Louisiana, Mississippi and Texas.

On July 29, 2004, the Company closed on a transaction acquiring all of the common stock of Affiliated Holdings, Inc., a Texas corporation (“AHI”), pursuant to a stock agreement by and among the Company, AHI and the stockholders of AHI (the “Stock Transaction”). As a result of the Stock Transaction, AHI became a wholly-owned subsidiary of the Company, through which oil and gas operations are being conducted. References herein to the Company include AHI.

New Accounting Pronouncements

In March 2008, the Financial Accounting Standards Board issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”), and an amendment of FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”). SFAS 161 requires entities to provide qualitative disclosures about the objectives and strategies for using derivatives, quantitative data about the fair value of and gains and losses on derivative contracts, and details of credit-risk-related contingent features in their hedged positions. The standard is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged but not required. SFAS 161 also requires entities to disclose more information about the location and amounts of derivative instruments in financial statements, how derivatives and related hedges are accounted for under SFAS 133, and how the hedges affect the entity’s financial position, financial performance, and cash flows. The Company is currently evaluating whether the adoption of SFAS 161 will have an impact on its financial position or results of operations.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (“SFAS 141(R)”). SFAS 141(R) replaces SFAS 141, “Business Combinations”; however it retains the fundamental requirements that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. SFAS 141(R) requires an acquirer to recognize the assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, be measured at their fair values as of that date, with specified limited exceptions. Changes subsequent to that date are to be recognized in earnings, not goodwill. Additionally, SFAS 141 (R) requires costs incurred in connection with an acquisition be expensed as incurred. Restructuring costs, if any, are to be recognized separately from the acquisition. The acquirer in a business combination achieved in stages must also recognize the identifiable assets and liabilities, as well as the noncontrolling interests in the acquiree, at the full amounts of their fair values. SFAS 141(R) is effective for business combinations occurring in fiscal years beginning on or after December 15, 2008. The Company will apply the requirements of SFAS 141(R) upon its adoption on January 1, 2009 and is currently evaluating whether SFAS 141(R) will have an impact on its financial position and results of operations.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits companies to elect to measure many financial instruments and certain other items at fair value. Upon adoption of SFAS 159, a company may elect the fair value option for eligible items that exist at the adoption date. Subsequent to the initial adoption, the election of the fair value option should only be made at initial recognition of the asset or liability or upon a remeasurement event that gives rise to new-basis accounting. The decision about whether to elect the fair value option is applied on an instrument-by-instrument basis is irrevocable and is applied only to an entire instrument and not only to specified risks, cash flows or portions of that instrument. SFAS No. 159 does not affect any existing accounting standards that require certain assets and liabilities to be carried at fair value nor does it eliminate disclosure requirements included in other accounting standards. Baseline adopted SFAS No. 159 effective January 1, 2008 and did not elect the fair value option for any existing eligible items.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 does not impose fair value measurements on items not already accounted for at fair value; rather it applies, with certain exceptions, to other accounting pronouncements that either require or permit fair value measurements. Under SFAS No. 157, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market. The standard clarifies that fair value should be based on the assumptions market participants would use when pricing the asset or liability. In February 2008, the FASB issued FASB Staff Position No. 157-2, Effective Date of FASB Statement No. 157 (“FSP FAS 157-2”), which delays the effective date of SFAS 157 for all non-financial assets and liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis, until fiscal years beginning after November 15, 2008. These non-financial items include assets and liabilities such as non-financial assets and liabilities assumed in a business combination, reporting units measured at fair value in a goodwill impairment test and asset retirement obligations initially measured at fair value. Effective January 1, 2008, the Company adopted SFAS 157 for fair value measurements not delayed by FSP FAS No. 157-2. The adoption resulted in additional disclosures as required by the pronouncement (See Note 5 – Notes Payable) related to our fair value measurements for oil and gas derivatives and marketable securities but no change in our fair value calculation methodologies. Accordingly, the adoption had no impact on our financial condition or results of operations.

Note 2. Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which anticipates the realization of assets and the liquidation of liabilities during the normal course of operations. However, as shown in these consolidated financial statements, the Company, as of March 31, 2008, had a working capital deficit of $1,149,122. In addition, the Company has an accumulated deficit of $14, 683,398. These factors raise doubt about the Company’s ability to continue as a going concern if changes in operations are not forthcoming.

The Company’s ability to continue as a going concern will depend on management’s ability to successfully obtain additional forms of debt and/or equity financing to execute its drilling and exploration program. The Company believes it can obtain additional funding to execute its drilling and exploration program, but it cannot give any assurances that it will be successful in obtaining additional funding on terms acceptable to it, if at all. These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Note 3. Stock-Based Compensation

On July 2004, the Board of Directors adopted the 2004 Stock Option Plan (the “2004 Plan”), which allows for the issuance of up to 1,200,000 stock options to directors, executive officers, employees and consultants of the Company who are contributing to the Company’s success. As of March 31, 2008, there were 275,067 non-qualified stock options outstanding at exercise prices ranging from $0.05 to $15.00 per share and 20,000 incentive stock options outstanding at an exercise price of $17.50 per share pursuant to the 2004 Plan. As of March 31, 2008, there were 1,110,993 shares available for issuance pursuant to the 2004 Plan. The 2004 Plan was approved by the shareholders on September 20, 2004.

On September 4, 2007, the Board of Directors adopted the 2007 Stock Option Plan (the “2007 Plan”), which allows for the issuance of up to 1,600,000 stock options to directors, executive officers, employees and consultants of the Company who are contributing to the Company’s success. In March 2008, the Company issued an option to purchase 100,000 shares of the company’s common stock under the 2007 Plan at a price of $0.50 per share to its CFO. The option vests over three years and has 7 years life. The fair market value of the option was $40,026 on the date of grant. As of March 31, 2008, there were 1,300,000 non-qualified stock options outstanding at exercise prices ranging from $0.50 to $1.05 per share pursuant to the 2007 Plan. As of March 31, 2008, there were 300, 000 shares available for issuance pursuant to the 2007 Plan.

In February 2008, an option to purchase 130,000 shares of the Company’s common stock was exercised by the former CEO for gross proceeds of $6,500.

At March 31, 2008, the range of exercise prices and weighted average remaining contractual life of outstanding options was $0.01 to $3.50 and six years, respectively. The intrinsic value of all stock options which are in the money at March 31, 2008 is $3,333.

Page 6

Note 4. Accounts Receivable

Accounts receivable consists of the following:

	March 31, 2008			December 31, 2007
Accrued production receivable	$	442,117		$	1,476,182
Joint interest receivables		178,385			264,704
Allowance for bad debts		(166,789	)		(166,789	)
	$	453,713		$	1,574,097

Note 5. Notes Payable

Secured Convertible Notes

To obtain funding for the Company’s ongoing operations, the Company entered into a securities purchase agreement with YA Global Investments, L.P. (formerly, Cornell Capital Partners L.P.), an accredited investor, on May 17, 2007, for the sale of $7,000,000 in secured convertible debentures. YA Global Investments provided the Company with an aggregate of $7,000,000 as follows:

·	$3,500,000 was disbursed on May 17, 2007;

·	$2,000,000 was disbursed on June 29, 2007; and

·	$1,500,000 was disbursed on October 24, 2007.

Accordingly, during 2007 the Company received a total of $7,000,000, less a 10% commitment fee of $700,000 and a $15,000 structuring fee for net proceeds of $6,285,000 pursuant to the securities purchase agreement. The Company had previously paid an additional $15,000 to Yorkville Advisors as a structuring fee. The Company incurred debt issuance costs of $78,500 associated with the issuance of the secured convertible notes. These costs were capitalized as deferred financing costs and are being amortized over the life of the secured convertible notes using the effective interest method. Amortization expense related to the deferred financing costs was $7,760 for the three months ended March 31, 2008.

In connection with the securities purchase agreement, the Company issued YA Global Investors warrants to purchase an aggregate of 1,624,300 shares of common stock. All of the warrants expire five years from the date of issuance.

In connection with the securities purchase agreement, the Company also entered into

·	a registration rights agreement; and

·	A security agreement in favor of YA Global Investments.

The registration rights agreement provided for the filing, by July 2, 2007, of a registration statement with the Securities and Exchange Commission registering the common stock issuable upon conversion of the secured convertible debentures and warrants. The registration statement was declared effective by the SEC on October 12, 2007.

The Company executed a security agreement in favor of YA Global Investments granting them a first priority security interest in certain of the Company’s goods, inventory, contractual rights and general intangibles, receivables, documents, instruments, chattel paper and intellectual property. The security agreement states that if an event of default occurs under the secured convertible debentures or security agreements, YA Global Investments has the right to take possession of the collateral, to operate the Company’s business using the collateral, and have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the collateral, at public or private sale or otherwise to satisfy the Company’s obligations under these agreements.

On February 20, 2008, the Company entered into an Amendment Agreement with YA Global Investments, amending certain notes and warrants entered into in connection with the Securities Purchase Agreement dated May 17, 2007. The amendment agreement includes the following changes:

·	the interest rate was increased from 9% to 14%;

·	the maturity date was changed from November 17, 2009 to December 31, 2010;

·	the conversion price was changed from $2.50 per share to $0.75 per share; and

·	The Company agreed to make monthly payments of principal and interest of $100,000 beginning March 1, 2008 and a one-time balloon payment of $1,300,000 due and payable on December 31, 2009.

The amendment agreement modified warrants as follows:

Warrant	Description	Original Exercise Price per Share	Amended Exercise Price per Share
A-1	Warrant to purchase 509,000 shares of common stock	$2.75	$0.75
B-1	Warrant to purchase430,800 shares of common stock	$3.25	$1.25
C-1	Warrant to purchase 373,400 shares of common stock	$3.75	$1.35
D-1	Warrant to purchase 311,100 shares of common stock	$4.50	$2.50

In addition, in connection with the Amendment, the Company issued the following four warrants:

Warrant	Description	Exercise Price Per Share
A-2	Warrant to purchase 1,357,334 shares of common stock	$0.75
B-2	Warrant to purchase 689,280 shares of common stock	$1.25
C-2	Warrant to purchase 426,743 shares of common stock	$1.75
D-2	Warrant to purchase 248,880 shares of common stock	$2.50

All of the warrants expire five years from the date of issuance.

Page 7

The Company analyzed the convertible notes and the warrants for derivative financial instruments, in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities and EITF 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock. The convertible notes are hybrid instruments which contain more than one embedded derivative feature which would individually warrant separate accounting as derivative instruments under SFAS 133. The various embedded derivative features have been bundled together as a single, compound embedded derivative instrument that has been bifurcated from the debt host contract. The single compound embedded derivative features include the conversion feature with the convertible notes, the interest rate adjustment, maximum ownership and default provisions. The Company valued the compound embedded derivatives based on a probability weighted discounted cash flow model. The value at inception of the single compound embedded derivative liability was $1,958,285 and was bifurcated from the debt host contract and recorded as a derivative liability. The discount for the derivative will be accreted to interest expense using the effective interest method over the life of the convertible notes.

Probability - Weighted Expected Cash Flow Methodology

Assumptions: Single Compound Embedded Derivative within Convertible Note

	Inception May 17, 2007	As of March 31, 2008
Risk free interest rate	4.86%	1.79%
Timely registration	95.00%	95.00%
Default status	5.00%	5.00%
Alternative financing available and exercised	0.00%	0.00%
Trading volume, gross monthly dollars monthly rate increase	1.00%	1.00%
Annual growth rate stock price	29.7%	29.2%
Future projected volatility	211%	90%

The stock purchase warrants are freestanding derivative financial instruments which were valued using the Black-Scholes method. The fair value of the derivative liability of the warrants was recorded at $2,723,239 at inception on May 17, 2007. The unamortized discount of the warrant derivative liability of $2,539,093 will be accreted to interest expense using the effective interest method over the life of the convertible notes, or 37 months. The total accretion expense was $284,162 for the three months ended March 31, 2008. The remaining value of $955,739 was expensed at inception to change in fair value of derivative financial instruments since the total fair value of the derivative at inception exceeded the note proceeds.

Variables used in the Black-Scholes option-pricing model include (1) 5.11% to 4.89% risk-free interest rate, (2) expected warrant life is the actual remaining life of the warrant as of each period end, (3) expected volatility is from 211% to 156%; and (4) zero expected dividends.

Both the embedded and freestanding derivative financial instruments were recorded as liabilities in the consolidated balance sheet and measured at fair value. These derivative liabilities will be marked-to-market each quarter with the change in fair value recorded as either a gain or loss in the income statement.

To determine the appropriate accounting for the February 2008 Modifications noted above, the Company applied the provisions of EITF 96-19. Under EITF 96-19, a substantial modification of loan terms results in accounting for the modification as a debt extinguishment. EITF 96-19 specifies that a modification should be considered substantial if the present value of the cash flows under the new terms is at least 10% different from the present value of the remaining cash flows under the original loan terms. EITF 96-19 requires the use of the original effective interest rate for calculating the present value of the cash flows under the modified loan.

In order to apply EITF 96-19, the Company determined the annual payments (principal and interest) under the new loan terms. If either debt instrument is callable or putable, EITF 96-19 requires that the present value calculation should be made assuming the instrument is called (put) and assuming the instrument is not called (put). The cash flow assumptions that generate the smaller change are to be used in the 10% test. In this case, both instruments had a call options.

Using the original effective interest rate as the discount factor for each set of cash flows, the Company computed the present values under the various scenarios. In completing the analysis, the change in value based on the modification and issuance of additional warrants was treated as a current period cash flow. Based on this analysis, the Company determined that the difference between the cash flows under the original terms and the modified terms was not in excess of 10% which suggested that the February 2008 Modifications were not substantial and the notes were not extinguished. The value of the additional warrants issued are accounted for as a derivative liability and treated as an additional debt discount of $1,030,193 to the note and that is amortized over the remaining life of the note. The embedded derivatives and warrants continue to be reported at fair with the change in fair value recorded in current earnings.

The impact of the application of SFAS No. 133 and EITF 00-19 in regards to the derivative liabilities on the balance sheet and statements of operations as of and through March 31, 2008 are as follows:

	Liability as of December 31, 2007			Liability as of March 31, 2008
Derivative liability – single compound embedded derivatives within the convertible notes	$	2,301,306		$	1,211,199
Derivative liability – warrants		2,723,239			1,235,725
Derivative liability – options		40,492			40,492
Total	$	5,024,545		$	2,487,416
Net change in fair value of derivatives		(3,437,780	)		(1,135,903	)
Derivative liability		1,479,268		$	1,351,513

The following summarizes the financial presentation of the convertible notes at inception and March 31, 2008:

	At Inception May 17, 2007			As of March 31, 2008
Notional amount of convertible notes	$	3,500,000		$	6,150,002
Adjustments:
Discount for single compound embedded derivatives within convertible notes		(3,500,000	)		(4,305,785	)
Amortized discount on notes payable		--			1,129,865
Convertible notes balance, net	$	--		$	1,485,735

Existing Non-Employee Stock Options

The secured convertible notes are potentially convertible into an unlimited number of common shares, resulting in the Company no longer having the control too physically or net share settle existing non-employee stock options. Thus under EITF 00-19, all non-employee stock options that are exercisable during the period that the notes are outstanding are required to be treated as derivative liabilities and recorded at fair value until the provisions requiring this treatment have been settled.

As of the date of issuance of the notes on May 17, 2007, the fair value of options to purchase 717,000 shares totaling $107,766 was reclassified to the liability caption “Derivative liability” from additional paid-in capital. The fair value of $40,492 as of March 31, 2008, was determined using the closing price of $0.21, the respective exercise price ($1.75 to $17.50), the remaining term on each contract (.85 to 4.6 years), the relevant risk free interest rate (4.23%) as well as the relevant volatility (174.79%).

The determination of fair value for the non-employee stock options includes significant estimates by management including volatility of the Company’s common stock and interest rates, among other items. The recorded value of the non-employee stock options can fluctuate significantly based on fluctuations in the fair value of the Company’s common stock, as well as in the volatility of the stock price during the term used for observation and the term remaining for exercise of the stock options. The fluctuation in estimated fair value may be significant from period-to-period which, in turn, may have a significant impact on the Company’s reported financial condition and results of operations.

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Convertible Notes

During March 2006, the Company issued $75,000 principal amount in the form of a two-year, 10% convertible unsecured note to La Mesa Partners, L.C. The note became due on March 9, 2008 and the funds were used to pay for lease bonus costs on the Company’s Ohio and Logan County, Kentucky prospects. At the option of the note holder, the note is convertible into common stock of the Company at a conversion price of $1.00 per share anytime after March 9, 2007. Interest on the 10% convertible note is payable quarterly out of available cash flow from operations as determined by the Company’s Board of Directors, or if not paid but accrued, will be paid at the next fiscal quarter or at maturity. The conversion price of the note was calculated based on a discount to the bid price on the date of funding. As the conversion price was below the fair value of the common stock on the date issued, the Company has recorded the beneficial conversion feature of the note in accordance with the provisions found in EITF 98-5 by recording a $22,500 discount on the note. The discount was being amortized over a twelve month period beginning April 1, 2006, and the Company has charged $22,500 to interest expense during the twelve month period ended March 31, 2007.

The convertible notes payable at March 31, 2008 and December 31, 2007, are as follows:

	Short-term		Long-term
	March 31, 2008		December 31, 2007
Note due to La Mesa Partners, L.C.	$	75,000	$	75,000
Total convertible notes payable	$	75,000	$	75,000

Note 6. Accounts Payable and Accrued Liabilities

Accrued liabilities include the following:

	March 31, 2008		December 31, 2007
Accounts payable	$	505,506	$	797,500
Accrued interest on convertible debentures		159,849		48,439
Accrued interest on short-term note payable		15,493		13,603
Oil and gas payable		59,678		167,917
	$	740,526	$	1,027,459

Oil and gas payable represents the amount due to the working interest owners in the Company’s Greene County, Mississippi property for the sale of oil. The Company records a receivable from the purchaser of the oil for 100% of the working interest sale of oil and an offsetting amount for the working interest owners’ share of production to be paid upon receipt of revenue from the purchaser.

Note 7. Common Stock

During the three months ended March 31, 2008, the Company issued 20,000 shares of its common stock to an individual for legal services which were valued at $12,000 ($0.60 per share), 10,000 shares of its common stock to an individual for consulting services valued at $6,000 ($0.60 per share), and 130,000 shares of its common stock upon the exercise of an option for gross proceeds of $6,500.

Note 8. Subsequent Events

On April 4, 2008, the board of directors of the Company authorized a 1 for 5 reverse stock split of the common stock. The reverse stock split became effective for trading in the Company’s securities on April 24, 2008. Accordingly, all references to number of shares (except shares authorized), options, warrants and to per share information in these financial statements have been adjusted to reflect the reverse stock split on a retroactive basis.

In April 2008, the Company issued an option to purchase 800,000 shares of its common stock to its COO at an exercise price of $0.735 per share. The option vests over four years and has a life of 7 years. The fair market value of the option was $383,466 on the date of grant.

In April 2008, the Company issued an option to purchase 150,000 shares of its common stock to its VP of Land and Business Development at an exercise price of $0.735 per share. The option vests over three years and has a life of 7 years. The fair market value of the option was $57,238 on the date of grant.

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Note 9. Restatement

The Company has restated its consolidated financial statements for the year ended December 31, 2007. Subsequent to the issuance of the 2007 consolidated financial statements, the Company determined that certain errors were made in the accounting for derivatives related to the Company’s YA Global financing as follows:

·	Change in fair value of derivative liability was incorrectly classified as a gain on settlement of derivatives. The amount has been reclassified to Change in fair value of derivatives.

·	The discount associated with the YA Global debt paid off in cash during the period should not have been recorded as a reduction in Additional paid in capital, but as additional interest expense.

The mark to market adjustment for the derivative liability associated with the Company’s nonemployee stock options should not have been recorded as a reduction in Additional paid in capital. Pursuant to paragraph 9 of EITF 00-19, the adjustment should have been reported in earnings as a Change in fair value of derivatives

Additionally, the Company has changed the presentation of stock compensation expense to comply with the provisions of SAB 14 and accordingly, this expense has been included in Payroll and related costs.

The accompanying financial statements for the three months ended March 31, 2008 have been restated to effect the changes described above. The following tables present the impact of the errors on previously reported amounts for the year ended December 31, 2007 and the three months ended March 31, 2008:

As of December 31, 2007:

	As Originally Reported			Adjustment			Restated

Additional paid in capital		21,163,395			604,257			21,646,308
Accumulated deficit		(14,576,804	)		(375,426	)		(14,952,230	)

As of and for the three month period ended March 31, 2008:

	As Originally Reported			Adjustment				Restated
Total Revenues	$	1,179,135			--			$	1,179,135
Total Operating expenses		1,403,005			--				1,403,005
Interest expense - other		(524,244	)		22,045		(a)		(502,199	)
Total other income (expense)		618,765			22,045				640,810
Net income		394,762			22,045				416,807

Net income per share – basis		0.02			0.00				0.2
Net income per share - diluted		0.02			0.00				0.2

Additional paid in capital		21,290,632			501,290				21,791,922
Accumulated deficit		(14,182,037	)		(501,361	)			(14,683,398	)

(a) To adjust interest expense for derivative activity originally credited to APIC.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following discussion and analysis of the Company’s financial condition as of March 31, 2008, and its results of operations for the three months ended March 31, 2008 and 2007, should be read in conjunction with the audited consolidated financial statements and notes included in Striker’s Form 10-KSB for the year ended December 31, 2007, filed with the Securities and Exchange Commission.

Overview

Striker is a natural resource company engaged in the exploration, acquisition, development, production and sale of natural gas, crude oil and natural gas liquids from conventional reservoirs within the United States. A majority of the Company’s operations are in the states of Louisiana, Mississippi and Texas.

Property and Equipment

Following is a description of the properties to which the Company is participating as of March 31, 2008, or intends to participate during fiscal 2008.

Abbeville Field – Vermillion Parish, Louisiana

The Company has a 95.4% and 72.7% working interest, respectively, in two producing oil wells and a saltwater disposal well with production facilities in the Abbeville Field located in Vermillion Parish, Louisiana. The two wells are currently producing approximately 16 gross barrels of oil per day.

The Company is the designated operator of the field and has contracted with a contract operator to operate the field on its behalf. The Company intends to perform a full reservoir engineering analysis to determine if there are opportunities to expand production within the field and will utilize a 3-D seismic survey it acquired in the 2005 acquisition of an additional working interest to search for additional exploration and/or development prospects.

North Edna Field – Jefferson Davis Parish, Louisiana

The Company has a 40% before payout working interest (29.6% net revenue interest) and a 35% after payout working interest in the LeJuene Well No. 1. The well is currently producing approximately 128gross barrels of oil per day.

North Sand Hill Field – Greene County, Mississippi

The Company completed an approximately 6,800 foot well to test the Upper Tuscaloosa formation in Greene County, Mississippi. The Lee Walley Estate Well No. 2 was drilled to a total depth of approximately 6,925 feet and encountered approximately six feet net of oil sands. The well has been completed and is producing approximately 5 gross barrels of oil per day. In addition to the producing well, the Company has acquired an “orphan well” from the State of Mississippi which it intends to convert into a saltwater disposal well. The Company has a 60% working interest and an approximate 47.55% net revenue interest. An additional proven undeveloped well location has been identified by the Company’s independent reservoir engineer in this field which the Company anticipates will be drilled during fiscal 2008.

South Creole Prospect – Cameron Parish, Louisiana

On September 2006, the Company entered into a farmout agreement to participate in the South Creole prospect located in Cameron Parish, Louisiana. The South Creole prospect was drilled to a depth of approximately 11,300 feet to test the Planulina A sand. The Company has a 28.33% before payout working interest and an approximate 20% net revenue interest in the well. Electric logs indicated approximately 35 feet of pay sand in the Planulina A sand. Production equipment was installed and the well was tied into a pipeline and began producing to sales on May 2007. As of the end of the reporting quarter, the well was producing approximately 3,200 gross Mcf of gas and 7 gross barrels of condensate per day.

North Cayuga Prospect – Henderson County, Texas

On January 2007, the Company entered into an agreement to participate in the North Cayuga prospect located in Henderson County, Texas. The Easter Seals Well No. 1-R has been drilled to a depth of approximately 9,000 feet and initially tested approximately 50 barrels of oil per day from the Rodessa Bacon Lime sand but did not sustain production and, accordingly, the acreage will be farmed out.

Catfish Creek Prospect – Henderson and Anderson Counties, Texas

In April 2007, the Company entered into a participation agreement to participate in the Catfish Creek prospect located in Henderson and Anderson Counties, Texas. The operator of this prospect recently recompleted the previously drilled Catfish Creek Well No. 1 which flow tested 87 barrels of oil and 266 gross Mcf of gas per day. Production is from the Rodessa Bacon Lime formation which is located between 9,651 to 9,658 feet deep. The Catfish Creek prospect consists of over 8,200 gross acres in which the Company, along with its partners, has mineral rights to a depth of 10,600 feet, and the option to participate in wells below 10,600 feet. This option is important as it will allow the Company to test both the deeper Cotton Valley and Bossier formations which are present throughout the acreage at depths below 10,600 feet. These formations are prolific hydrocarbon producers in other fields in the region. The Company has a 33% before payout and 25% after payout working interest in each well drilled and an approximate 24.8% before payout and 18.75% after payout net revenue interest in each producing well.

Welsh Field – Jefferson Davis Parish, Louisiana

Effective June 2007, the Company closed on a transaction and acquired a 100% working interest (75% net revenue interest) in the Welsh Field located in Jefferson Davis Parish, Louisiana from two separate sellers. On June 2007, the Welsh Field had two wells producing approximately 45 gross barrels of oil per day, two salt water disposal wells and an additional ten wells which were not producing. Upon closing of the purchase, the Company immediately began operations to repair one saltwater disposal well and two shut-in wells which were not producing due to mechanical problems. All work was successful and resulting production had increased to approximately 70 gross barrels of oil per day, since then mechanical issues with one of the salt water disposal wells has caused the Company to shut in two production wells due to insufficient disposal capacity. Current gross production is 33 barrels of oil per day. The Company intends to perform well repairs and/or recomplete into new formations the remaining seven wells. The purchase price was $1,300,000 and was funded from funds from the Company’s secured convertible notes. In addition to the Welsh Field, the Company obtained additional acreage in the North, Northeast and Northwest Welsh prospects and is evaluating two proven undeveloped well locations for possible drilling in 2008

Clemens Dome Prospect – Brazoria County, Texas

Effective July 2005, the Company entered into a letter agreement to obtain an 18.75% before casing point working interest and a 15% after casing point working interest in a prospect to drill a Frio formation test well in Brazoria County, Texas. During March 2006, the Company increased its working interest to 29.412% before casing point and 25% after casing point and agreed to pay additional amounts for land and geological and geophysical costs for its increased working interest. During September 2007, the Company sold its participating interest in the Clemens Dome prospect for its original investment of approximately $750,000 with the intent of using the proceeds for further development of its Catfish Creek prospect.

West Abbeville Prospect – Vermillion Parish, Louisiana

The Company has identified a new prospect located in West Abbeville in Vermillion Parish, Louisiana utilizing its previously purchased 60 square miles of 3-D seismic data it acquired with the Abbeville Field purchase. The Company’s consulting geophysicist utilized the seismic data to map and identify this prospect. In addition, the Company has received satellite technology data over the area to further delineate the prospect. The Company intends to begin reviewing lease records to determine the availability of the leasehold acreage in order to prepare to drill this prospect. There can be no assurance that the Company will be successful in acquiring rights to drill this prospect.

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Critical Accounting Policies

General

The Unaudited Consolidated Financial Statements and Notes to Unaudited Consolidated Financial Statements contain information that is pertinent to this management’s discussion and analysis. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of any contingent assets and liabilities. Management believes these accounting policies involve judgment due to the sensitivity of the methods, assumptions and estimates necessary in determining the related asset and liability amounts. Management believes it has exercised proper judgment in determining these estimates based on the facts and circumstances available to its management at the time the estimates were made. The significant accounting policies are described in more detail in Note 2 to the Company’s audited consolidated financial statements included in its Form 10-KSB filed with the SEC.

Oil and Gas Properties

The Company follows the full cost method of accounting for its oil and gas properties. Accordingly, all costs associated with the acquisition, exploration and development of oil and gas properties, including costs of undeveloped leasehold, geological and geophysical expenses, dry holes, leasehold equipment and overhead charges directly related to acquisition, exploration and development activities are capitalized. Proceeds received from disposals are credited against accumulated cost except when the sale represents a significant disposal of reserves, in which case a gain or loss is recognized. The sum of net capitalized costs and estimated future development and dismantlement costs for each cost center is depleted on the equivalent unit-of-production method, based on proved oil and gas reserves as determined by independent petroleum engineers. Excluded from amounts subject to depletion are costs associated with unevaluated properties. Natural gas and crude oil are converted to equivalent units based upon the relative energy content, which is six thousand cubic feet of natural gas to one barrel of crude oil. Net capitalized costs are limited to the lower of unamortized costs net of deferred tax or the cost center ceiling. The cost center ceiling is defined as the sum of (i) estimated future net revenues, discounted at 10% per annum, from proved reserves, based on unescalated year-end prices and costs, adjusted for contract provisions and financial derivatives, if any, that hedge its oil and gas reserves; (ii) the cost of properties not being amortized; (iii) the lower of cost or market value of unproved properties included in the cost center being amortized and; (iv) income tax effects related to differences between the book and tax basis of the natural gas and crude oil properties.

Revenue Recognition

Revenue is recognized when title to the products transfer to the purchaser. The Company follows the “sales method” of accounting for its natural gas and crude oil revenue, so that it recognizes sales revenue on all natural gas or crude oil sold to its purchasers, regardless of whether the sales are proportionate to its ownership in the property. A receivable or liability is recognized only to the extent that it has an imbalance on a specific property greater than the expected remaining proved reserves.

Accounting For Stock-Based Compensation

In December 2004, the Financial Accounting Standards Boards (“FASB”) issued SFAS No. 123 (revised 2004), Share-Based Payment (“SFAS No. 123(R)”). This statement requires the cost resulting from all share-based payment transactions be recognized in the financial statements at their fair value on the grant date. SFAS No. 123(R) was adopted by the Company on January 1, 2006. The Company previously accounted for stock awards under the recognition and measurement principles of APB No. 25, Accounting for Stock Issued to Employees, and related interpretations. The Company adopted SFAS No. 123(R) using the modified prospective application method described in the statement. Under the modified prospective application method, the Company applied the standard to new awards and to awards modified, repurchased, or cancelled after January 1, 2006.

Results of Operations for the Three Months Ended March 31, 2008 Compared to the Three Months Ended March 31, 2007

Revenue

For the three months ended March 31, 2008, the Company generated revenue from the sale of oil and natural gas of $1,179,135, an increase of $856,787 (266%) over the prior year period amount of $322,348. Revenue from the sale of oil was $862,279 for the 2008 period compared to $322,348 for the 2007 period. The price received per barrel was $97.71 for the 2008 period compared to $50.60 for the 2007 period. Oil and gas revenues are as follows:

	2008		2007
	Volume	$	Volume	$
Oil (barrels)	8,825	862,279	6,370	322,348
Gas (mcf)	38,032	316,856	-	-
		1,179,135		322,348

Oil and Gas Production Costs and Depletion Expense

Oil and gas production costs are comprised of the cost of operations, maintenance and repairs and severance taxes of the Company’s interests in its producing oil and gas properties. Oil and gas production costs were $478,268 for the three months ended March 31, 2008, compared to $147,880 for the three months ended March 31, 2007. The Company experienced an increase in lease operating expenses of $330,388 (excluding severance taxes) over the prior year period. The increase was attributable to an increase in the number of producing properties over the prior year period and well repair expenses. Lease operating expenses per barrel oil equivalent (“BOE”) increased from $23.21 per BOE for the 2007 period to $31.54 per BOE for the 2008 period. The Company anticipates that lease operating expenses will continue to increase as a result of the well repair program the Company has initiated at its recently acquired Welsh Field as it strives to increase production. Severance taxes increased from $30,852 for the 2007 period to $93,482 for the 2008 period, which increase was a result of increased production and revenue.

Depletion expense was $325,703 for the three months ended March 31, 2008, which was an increase of $140, 770 over the prior year period of $184,933. The Company follows the full cost method of accounting for its oil and gas properties. As the oil and gas properties are evaluated, they are transferred to the full cost pool, either as successful with associated oil and gas reserves, or as unsuccessful with no oil and gas reserves. For the three months ended March 31, 2007, the depletion rate per BOE was $29.03 and for the three months ended March 31, 2008, this rate had declined to $21.47 per BOE. The decrease in the rate per BOE was attributable to the addition of reserves for the North Sand Hill, North Edna, South Creole and Welsh Fields.

Gross Profit (Loss)

For the three months ended March 31, 2008, the Company experienced a gross profit from oil and gas operations of $394,762 compared to a gross loss of $(10,465) for the 2007 period. The Company has experienced a significant increase in revenue due to the successful completion of the Lejuene Well No.1, the Lee Walley Estate Well No. 1, the South Creole Field and the acquisition of Welsh Field. As discussed above, the Company experienced an increase in oil and gas production costs due to the addition of these producing properties, well repairs at Abbeville and North Edna Fields and increased severance taxes as a result of increased revenue.

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Operating Expenses

Operating expenses for the three months ended March 31, 2008 were $599,167 which was a decrease of $890,076 when compared to the prior year period of $1,489,243. The major components of operating expenses are as follows:

Office administration – Office administration expenses are comprised primarily of office rent, office supplies, postage, telephone and communications and Internet. Office administration increased from $59,226 for the 2007 period to $68,764 for the 2008 period, an increase of 15%. The increase was due to office administration expenses increase in telephone and communications and general liability insurance expenses.

·	Payroll and related – Payroll and related expenses increased from $155,308 for the 2007 period to $212,106 for the 2008 period, an increase of 37%. Payroll expenses increased as the Company added technical and administrative personnel to fully implement its business plan.

Investor relations - The Company continued to invest in its investor relations program during the period to inform current and potential investors of its projects and results of operations. For the three months ended March 31, 2008, the Company incurred expenses from its investor relations program of $92,215 compared to $179,650 for the 2007 period. The Company intends to continue to incur these costs in the future to keep its investors apprised of the progress of the Company.

·	Professional services – Professional services are comprised of accounting and audit fees, legal fees, engineering fees, directors’ fees and other outside consulting fees. Professional services increased from $181,763 for the 2007 period to $155,345 for the 2008 period, a decrease of 17%.

Drilling rig contract – The Company had an agreement with the operator of the St. Martinville prospect, the second well drilled with the rig, that the operator would pay a flat fee of $200,000 to truck the rig to the operator’s well and rig up in preparation for drilling. The Company was obligated to pay the excess cost which amounted to $345,414 and was charged to expense. Additionally, pursuant to its rig sharing agreement with a third party, the Company reimbursed the third party 50% of the cost to move the drilling rig from the St. Martinville prospect to the third party’s location. This resulted in a charge to expense of $396,998 for the period ending March 31, 2007. The Company has fulfilled its obligation pursuant to the drilling rig contract and does not anticipate any charges in the future.

Stock option expense – For the three months ended March 31, 2008, the Company performed a Black-Scholes valuation of stock options issued to its employees and, noting that no vesting occurred during the period, recorded no additional expense for the period. For the three months ended March 31, 2007, the Company performed a Black-Scholes valuation of the stock options issued to its CEO, CFO and COO and incurred expense for the fair value of those options of $459,813.

Depreciation – The Company has recorded $12,704 of depreciation expense associated with its computer and office equipment, furniture and fixtures and leasehold improvements for the three months ended March 31, 2008. The Company is depreciating these assets using the straight-line method over useful lives from three to seven years. The Company had depreciation expense of $11,093 during the 2007 period. The difference of $1,611 or 15% is due to depreciation on prior year asset additions.

Other operating expenses – Other operating expenses are comprised primarily of travel and entertainment, financing costs, geological and geophysical costs of maps, logs and log library memberships and licenses and fees. Other operating expenses increased from $45,392 for the 2007 period to $58,034 for the 2008 period.

Other Income (Expense)

During the three months ended March 31, 2008, the Company received interest income of $7,106 on its interest bearing checking accounts, and certificates of deposits.

During the three months ended March 31, 2008, the Company incurred interest expense of $502,199 related to its convertible debt. This compares with $7,474 for the three months ended March 31, 2007. The increase of $494,725, or 6,619%, is due to the interest and related discount amortization of convertible notes placed in May 2007.

The Company is required to measure the fair value of the warrants and the embedded conversion features related to its secured convertible notes on the date of each reporting period. The effect of this re-measurement is to adjust the carrying value of the liabilities related to the warrants and the embedded conversion features. Accordingly, the Company recorded non-cash other income of $1, 135,903 during the three months ended March 31, 2008, related to the change in the fair market value of the warrants and embedded derivative liabilities. The Company did not have any derivative liabilities during the 2007 period.

Net Income (Loss)

The Company recorded net income for the three months ended March 31, 2008, of $416,807, or $0.02 per share (basic and diluted), and a net loss of $1,503,884 or $0.02 per share (basic and diluted), for the three months ended March 31, 2007.

Liquidity and Capital Resources

As of March 31, 2008, the Company has a working capital balance of $202,391 (excluding the derivative liability of $1,351,513) and cash balances in non-restrictive accounts of $640,216. The Company is required to obtain additional funding to fully implement its development drilling program at its Catfish Creek and North Cayuga prospects and development of its Welsh Field acquisition and to continue to seek new acquisitions and drilling opportunities. The funding the Company will be seeking will be either through debt and/or equity financings and there can be no assurance that the Company will be successful in raising such financing. The failure to raise such financing would require the Company to scale back its current operations and possibly forego future opportunities.

Net cash generated by operating activities for the three months ended March 31, 2008, was $760,323. The Company recorded net income of $416,807 which was partially reduced by non-cash charges totaling $475,010.

The Company’s ability to continue as a going concern will depend on management’s ability to successfully obtain additional forms of debt and/or equity financing to execute its drilling and exploration program. The Company is required in the future to obtain additional funding to fully develop its current and future projects for which it intends to participate and there can be no assurance that the Company will be able to obtain funding on terms acceptable to it, or at all. The Company believes it can obtain additional funding to execute its drilling and exploration program, but it cannot give any assurances that it will be successful in obtaining additional funding on terms acceptable to it, if at all. These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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Recent Accounting Pronouncements

In February 2007, the FASB issued FASB Statement No. 159, Establishing the Fair Value Option for Financial Assets and Liabilities ("SFAS 159"), to permit all entities to choose to elect to measure eligible financial instruments at fair value. SFAS 159 applies to fiscal years beginning after November 15, 2007, with early adoption permitted for an entity that has also elected to apply the provisions of SFAS 157, Fair Value Measurements. An entity is prohibited from retrospectively applying SFAS 159, unless it chooses early adoption. Management is currently evaluating the impact of SFAS 159 on the consolidated financial statements. In March 2008, the Financial Accounting Standards Board issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”), and an amendment of FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”). SFAS 161 requires entities to provide qualitative disclosures about the objectives and strategies for using derivatives, quantitative data about the fair value of and gains and losses on derivative contracts, and details of credit-risk-related contingent features in their hedged positions. The standard is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged but not required. SFAS 161 also requires entities to disclose more information about the location and amounts of derivative instruments in financial statements, how derivatives and related hedges are accounted for under SFAS 133, and how the hedges affect the entity’s financial position, financial performance, and cash flows. The Company is currently evaluating whether the adoption of SFAS 161 will have an impact on its financial position or results of operations.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

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ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures

The Company's management evaluated, with the participation of its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), the effectiveness of the design/operation of its disclosure controls and procedures (as defined in Rules 13a-15(c) and 15d-15(c) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) as of March 31, 2008.

Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.

Management conducted its evaluation of disclosure controls and procedures under the supervision of our principal executive officer and our principal financial officer. Based on that evaluation, management concluded that our financial disclosure controls and procedures were not effective related to the preparation of the Form 10-QSB/A filing as of March 31, 2008

In June 2008, the Company determined that certain errors were made in the accounting for derivatives related to its YA Global financing as follows:

The payment of principal due under the YA Global financing during the fourth quarter of 2007 resulted in a change in the fair value of associated derivative. The change should not have been presented as a Gain on settlement of derivatives but included in the Change in fair value of derivatives caption.

·	The discount associated with the YA Global debt paid off in cash during the period should not have been recorded as a reduction in Additional paid in capital, but as additional interest expense.

These errors required the Company to restate its consolidated financial statements for the year ended December 31, 2007 included in its 2007 Annual Report on Form 10-KSB and its condensed consolidated financial statements for the three months ended March 31, 2008. The decision to restate the consolidated financial statements was made by the Company’s Audit Committee. The disclosure of the restatement and its impact on the originally reported amounts is disclosed in Note 9 of the Consolidated Financial Statements found in Part I, Item 1 of Form 10-QSB/A.

As a result of the errors noted above, the Company identified a material weakness in internal control related to the accounting for derivative instruments. The Company has engaged outside accounting experts to advise it regarding the accounting for derivative instruments to ensure accounting entries are properly recorded. The Company believes this change to our system of disclosure and procedure controls will be adequate to provide reasonable assurance that the information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported correctly.

(b) Changes in internal control over financial reporting

There have been no changes in internal control over financial reporting during the three months ended March 31, 2008, that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting. As noted in 3(a) above, we noted a material weakness in our financial disclosure controls at March 31, 2008. We are in the process of updating our remediation process as noted in Item 3(a).

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PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Michael, Annette, Christopher, and Travis Tripkovich v. Affiliated Holdings, Inc., No. 72217-F, 16th Judicial District Court, St. Martin Parish, Louisiana was filed July 6, 2007, and served on Affiliated Holdings, Inc. on July 26, 2007. The Petition alleges that Michael Tripkovich was employed as a natural gas compression technician land supervisor with American Warrior, when he was diagnosed with chronic myelogenous leukemia in January of 2006. Prior to his employment with American Warrior, Mr. Tripkovich was employed by Hanover Corporation, Energy Industries, Fusion Plus, Inc., PMSI, Inc., and Southern Maintenance, Inc., and others for approximately nineteen (19) years. At all of these places of employment, his job duties included maintaining natural gas compressors at onshore and offshore oil and gas production and collection facilities located throughout Louisiana, Texas, Mississippi and Alabama. According to the Petition, almost all of the sites inspected by Mr. Tripkovich housed glycol units, which separated water from oil and which dried natural gas.

The plaintiff contends that during the course of his employment as a natural gas compression technician land supervisor, he was exposed to radon, radon-emitting matter, benzene and benzene-containing substances, including but not limited to, glycol, condensate, toluene, xylene, natural gas, and crude oil. Specifically, he contends that he worked at and/or near natural gas production sites and glycol units, which emitted radon, radon-emitting matter, and benzene and benzene-containing substances. Further, he alleges that he became overwhelmed by radon and/or benzene fumes and was forced to inhale toxic fumes emitted from the glycol units on a daily basis. In fact, the plaintiff provides an extensive list of the glycol units on which he worked, including serial number and location, one of which he contends was owned by Affiliated Holdings, Inc. in Abbeville, Louisiana.

Mr. Tripkovich, his wife, and children are suing for past, present, and future medical bills; past, present and future physical pain and suffering; mental anguish and distress; past, present, and future lost wages and loss of earning capacity; loss of enjoyment of life; possibility and fear of death; loss of consortium and punitive damages.

At the present time, the Company is filing a formal motion for extension of time to file responsive pleadings. The Company anticipates responding to the Petition by filing Exceptions on a number of bases, including the dilatory exception vagueness and ambiguity of the Petition, the peremptory exception of prescription, and the peremptory exception of no cause of action on the issue of punitive damages (or one that will seek to limit the time frame during which punitive damages were available), among others. Additionally, the Company will file a Motion for Summary Judgment on the basis that the plaintiff’s sole remedy against Affiliated Holdings, Inc. is worker’s compensation, if the appropriate facts are elicited during the Company’s investigation of this matter. The Company was one of 113 companies identified in the suit.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

There were no sales of unregistered securities during the quarter ended March 31, 2008.

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ITEM 3. EXHIBITS

Exhibit No.	Description

3.1	Articles of Incorporation of Registrant, filed as an exhibit to the registration statement on Form S-2, filed with the Securities and Exchange Commission on October 13, 1981 and incorporated herein by reference.
3.2	Certificate of Amendment to Articles of Incorporation of Registrant, filed as an exhibit to the annual report on Form 10-KSB, filed with the Securities and Exchange Commission on March 6, 1998 and incorporated herein by reference.
3.3	Bylaws, as amended, filed as an exhibit to the annual report on Form 10-KSB, filed with the Securities and Exchange Commission on March 6, 1998 and incorporated herein by reference.
4.1	Securities Purchase Agreement, dated May 17, 2007, by and between Unicorp, Inc. and Cornell Capital Partners L.P., filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on May 21, 2007 and incorporated herein by reference.
4.2	Secured Convertible Debenture issued to Cornell Capital Partners L.P., dated May 17, 2007, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on May 21, 2007 and incorporated herein by reference.
4.3	Registration Rights Agreement, dated May 17, 2007, by and between Unicorp, Inc. and Cornell Capital Partners L.P., filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on May 21, 2007 and incorporated herein by reference.
4.4	Form of Warrant, dated May 17, 2007, issued by Unicorp, Inc. to Cornell Capital Partners L.P., filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on May 21, 2007 and incorporated herein by reference.
4.5	Security Agreement, dated May 17, 2007, by and between Unicorp, Inc. and Cornell Capital Partners L.P., filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on May 21, 2007 and incorporated herein by reference.
10.1	Agreement and Plan of Reorganization dated December 15, 1997 by and between Unicorp, Inc., The Laissez-Faire Group, Inc., and L. Mychal Jefferson II with respect to the exchange of all of the shares owned by L. Mychal Jefferson II in The Laissez-Faire Group, Inc. for an amount of shares of Unicorp, Inc. equal to 94 percent of the issued and outstanding shares of its capital stock, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on February 18, 1998 and incorporated herein by reference.
10.2	Agreement of Purchase and Sale of Assets effective as of January 1, 1998 by and between Unicorp, Inc. and Equitable Assets Incorporated with respect to purchase of 58,285.71 tons of Zeolite, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on April 9, 1998 and incorporated herein by reference.
10.3	Option to Acquire the Outstanding Stock of Whitsitt Oil Company, Inc. effective as of January 1, 1998 by and between Unicorp, Inc. and AZ Capital, Inc., filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on April 9, 1998 and incorporated herein by reference.
10.4	Agreement and Plan of Reorganization dated March 1, 1999 by and between Unicorp, Inc., The Auto Axzpt.com Group, Inc. and R. Noel Rodriguez with respect to the exchange of all of ‘the shares owned by the shareholders in The Auto Axzpt.com, Inc. for shares of Unicorp, Inc., filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on April 7, 1999 and incorporated herein by reference.
10.5	Agreement dated as of March 23, 2001, between Unicorp, Inc., Equitable Assets, Incorporated, Texas Nevada Oil & Gas Co. and Opportunity Acquisition Company, filed as an exhibit to the quarterly report on Form 10-QSB, filed with the Securities and Exchange Commission on April 16, 2002 and incorporated herein by reference.
10.6	July 31, 2001 First Amendment of Agreement dated March 23, 2001, between Unicorp, Inc., Equitable Assets, Incorporated, Texas Nevada Oil & Gas Co. and Houston American Energy Corp., filed as an exhibit to the quarterly report on Form 10-QSB, filed with the Securities and Exchange Commission on April 16, 2002 and incorporated herein by reference.
10.7	Exchange Agreement dated July 29, 2004, between Unicorp, Inc. and Affiliated Holdings, Inc., filed as an exhibit to the quarterly report on Form 10-QSB, filed with the Securities and Exchange Commission on August 5, 2004 and incorporated herein by reference.
10.8	2004 Stock Option Plan, filed as an exhibit to the definitive information statement on Schedule 14C, filed with the Securities and Exchange Commission on September 1, 2004 and incorporated herein by reference.
10.9	Employment Agreement with Kevan Casey, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on January 26, 2007 and incorporated herein by reference.
10.10	Employment Agreement with Carl A. Chase, filed as an exhibit to the current report on Form 8-K, filed with the Securities and Exchange Commission on January 26, 2007 and incorporated herein by reference.
10.11	Standby Equity Agreement dated as of February 3, 2006, by and between Unicorp, Inc. and Cornell Capital Partners, L.P., filed as an exhibit to the registration statement on Form SB-2, filed with the Securities and Exchange Commission on November 16, 2005 and incorporated herein by reference.
10.12	Registration Rights Agreement dated as of February 3, 2006, by and between Unicorp, Inc. and Cornell Capital Partners, LP, filed as an exhibit to the registration statement on Form SB-2, filed with the Securities and Exchange Commission on November 16, 2005 and incorporated herein by reference.
10.13	Assignment and Bill of Sale effective June 1, 2005 between Affiliated Holdings, Inc. and Jordan Oil Company, Inc., filed as an exhibit to the registration statement on Form SB-2, filed with the Securities and Exchange Commission on November 16, 2005 and incorporated herein by reference.
10.14	Assignment and Bill of Sale effective August 1, 2005 between Affiliated Holdings, Inc. and Walter Johnson, filed as an exhibit to the registration statement on Form SB-2, filed with the Securities and Exchange Commission on November 16, 2005 and incorporated herein by reference.
10.15	Participation Letter Agreement dated June 2, 2005 between Affiliated Holdings, Inc. and Jordan Oil Company, Inc., filed as an exhibit to the registration statement on Form SB-2, filed with the Securities and Exchange Commission on November 16, 2005 and incorporated herein by reference.
10.16	Participation Letter Agreement dated July 21, 2005 between Affiliated Holdings, Inc. and Jordan Oil Company, Inc., filed as an exhibit to the registration statement on Form SB-2, filed with the Securities and Exchange Commission on November 16, 2005 and incorporated herein by reference.
10.17	Farmout Agreement dated April 12, 2005 between Affiliated Holdings, Inc. and La Mesa Partners, L.C, filed as an exhibit to the registration statement on Form SB-2, filed with the Securities and Exchange Commission on November 16, 2005 and incorporated herein by reference.
14.1	Code of Ethics, filed as an exhibit to the annual report on Form 10-KSB, filed with the Securities and Exchange Commission on April 15, 2005 and incorporated herein by reference.
21.1	List of subsidiaries, filed as an exhibit to the quarterly report on Form 10-QSB, filed with the Securities and Exchange Commission on November 22, 2004 and incorporated herein by reference.
31.1	Certification of Kevan Casey
31.2	Certification of Steven M. Plumb
32.1	Certification for Sarbanes-Oxley Act of Kevan Casey
32.2	Certification for Sarbanes-Oxley Act of Steven Plumb

* Indicates management contract or compensatory plan or arrangement.

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SIGNATURES

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

Signature Title Date

/S/ Kevan Casey Chief Executive Officer September 29, 2008

Kevan Casey and Director

/S/ Steven M. Plumb Principal Financial and September 29, 2008

Steven M. Plumb Accounting Officer and Director

STRIKER OIL & GAS, INC. 10-Q/A