UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: ~~October~~January 31, ~~2010~~2011

£ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from to

Commission file number: 000-49870

Big Cat Energy Corporation

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

Nevada	61-1500382
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

121 W. Merino St

PO Box 500

Upton WY 82730

(Address of principal executive offices)

(307) 468-9369

(Issuer’s telephone number)

Check whether the issuer (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 P No £

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

Large accelerated filer	Accelerated filer
Non-accelerated filer	P Smaller reporting company

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 4367,~~844~~590,~~334~~403 shares of common stock, $.0001 par value as of ~~December~~March 1017, ~~2010~~2011

BIG CAT ENERGY CORPORATION

INDEX

			Page
PART 1.	FINANCIAL INFORMATION
	ITEM 1.	FINANCIAL STATEMENTS
		Condensed Balance Sheets as of October 31, 2010 (Unaudited) and April 30, 2010	3
		Condensed Balance Sheets as of January 31, 2011 (Unaudited) and April 30, 2010	3
		Condensed Statements of Operations for the three months ended October 31, 2010 and 2009, for the six months ended October 31, 2010 and 2009 and for the cumulative period from June 19, 1997 (inception) through October 31, 2010 (Unaudited)	4
		Condensed Statements of Operations for the three months ended January 31, 2011 and 2010, for the nine months ended January 31, 2011 and 2010 and for the cumulative period from June 19, 1997 (inception) through January 31, 2011 (Unaudited)	4
		Condensed Statements of Cash Flows for the six months ended October 31, 2010 and 2009, and for the cumulative period from June 19, 1997 (inception) through October 31, 2010 (Unaudited)	5
		Condensed Statements of Cash Flows for the nine months ended January 31, 2011 and 2010, and for the cumulative period from June 19, 1997 (inception) through January 31, 2011 (Unaudited)	5
		Condensed Statement of Shareholders’ Equity for the six months ended October 31, 2010 and the cumulative period from June 19, 1997 (inception) to October 31, 2010 (Unaudited)	6
		Condensed Statement of Shareholders’ Equity for the nine months ended January 31, 2011 and the cumulative period from June 19, 1997 (inception) to January 31, 2011 (Unaudited)	6
		Notes to Unaudited Condensed Financial Statements	7
	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1316
	ITEM 4T.	CONTROLS AND PROCEDURES	1821
PART II.	OTHER INFORMATION		1822
	ITEM 1.	Legal Proceedings	1822
	ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1822
	ITEM 3.	Default Upon Senior Securities	1822
	ITEM 4.	Submission of Matters to a Vote of Security Holders	1822
	ITEM 5.	Other Information	1822
	ITEM 6.	EXHIBITS	1822
	SIGNATURES		1823

PART I.

ITEM 1.

FINANCIAL STATEMENTS.

BIG CAT ENERGY CORPORATION
(A Development Stage Company)
Condensed Balance Sheets
	October 31, 2010 (unaudited)			April 30, 2010
	January 31, 2011 (unaudited)			April 30, 2010
Assets
Current assets:
Cash and cash equivalents	$	1425,~~746~~055		$	192,312
Prepaid expenses and other current assets		5,687			8,878
Accounts receivable-trade		50,081			--
Total current assets		20,433			201,190
Securities available for sale		739,180			--
Prepaid expenses and other current assets		7,254			8,878
Total current assets		821,570			201,190
Property, plant and equipment, at cost:
Equipment held for sale		1923,~~615~~135			20,118
Equipment installed		82,~~047~~515			7,544
Furniture and equipment, net of accumulated depreciation		87,~~135~~210			9,983
Total		3532,~~797~~860			37,645
Intangible assets, net		~~105~~107,~~942~~407			99,465
Total assets	$	~~162~~961,~~172~~837		$	338,300
Liabilities and Shareholders’ Equity (Deficit)
Current liabilities:
Accounts payable and accrued liabilities	$	~~137~~74,~~601~~899		$	16,104
Deferred salary		~~156~~108,250			96,250
Deferred revenue		3112,~~875~~500			59,375
Total current liabilities		~~325~~195,~~726~~649			171,729
Shareholders’ equity (deficit):
Common stock, $.0001 par value; 100,000,000 shares authorized,
43,844,334 and 43,481,000 shares issued and outstanding
67,590,403 and 43,481,000 shares issued and outstanding
at July 31, 2010 and April 30, 2010 respectively		4,384			4,348
at January 31, 2011 and April 30, 2010 respectively		6,759			4,348
Additional paid-in capital		1112,~~218~~508,~~768~~825			11,171,937
Deficit accumulated during development stage		(11,386,706	)		(11,009,714	)
Other comprehensive income		221,754			--
Total shareholders’ equity (deficit)		(163,554	)		166,571
Deficit accumulated during development stage		(11,971,150	)		(11,009,714	)
Total liabilities and shareholders’ equity (deficit)	$	162,172		$	338,300
Total shareholders’ equity		766,188			166,571
Total liabilities and shareholders’ equity	$	961,837		$	338,300

See accompanying notes to condensed financial statements.

BIG CAT ENERGY CORPORATION
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
													June 19, 1997
	For the Three Months						For the ~~Six~~Nine Months						(Inception)
	Ended						Ended						Through
	October 31,						October 31,						October 31,
	January 31,						January 31,						January 31,
	2010			2009			2010			2009			2010
	2011			2010			2011			2010			2011
Revenues	$	2865,~~579~~387		$	2425,~~543~~000		$	52118,~~954~~342		$	4570,168		$	~~271~~336,~~235~~623
Costs and expenses:
Personnel costs		~~105~~489,~~085~~106			~~139~~126,~~470~~572			~~217~~706,~~773~~879			~~299~~426,~~675~~246			8,~~380~~869,~~353~~459
Professional fees		3724,~~081~~585			7058,~~594~~825			92116,~~061~~646			~~123~~181,~~068~~893			~~815~~840,~~709~~294
Research and development		--			~~1,497~~--			--			1,991			14,010
Selling expense		54106,~~960~~947			6462,~~789~~342			~~112~~219,~~791~~738			~~134~~196,~~040~~382			~~960~~1,~~559~~067,506
Depreciation and amortization		2,~~383~~461			2,~~066~~158			47,~~797~~259			46,~~014~~172			2629,~~825~~287
Other operating supplies		--2,845			~~294~~207			--2,845			1,~~673~~880			47,~~665~~510
General and administrative		1712,~~622~~892			2726,~~426~~121			3345,~~014~~327			6086,~~668~~789			~~659~~672,~~896~~209
Total Expenses		~~217~~638,~~131~~836			~~306~~276,~~136~~225			~~460~~1,~~436~~098,694			~~625~~901,~~129~~353			1011,~~862~~500,~~017~~275
LOSS BEFORE OTHER INCOME		(~~188~~573,~~552~~449	)		(~~281~~251,~~593~~225	)		(~~407~~980,~~482~~352	)		(~~579~~831,~~961~~185	)		(1011,~~590~~163,~~782~~652	)
OTHER INCOME (EXPENSE)
Interest income		994			32,~~483~~391			~~490~~583			57,~~050~~441			124,~~257~~350
Litigation proceeds		~~30,000~~--			--			30,000			--			30,000
Stock issued below fair value		(11,667	)		--			(11,667	)		--			(11,667	)
(Loss) on valuation from private placement		--			--			--			--			(433,000	)
Loss before discontinued operations		(~~158~~585,~~543~~022	)		(~~278~~248,~~110~~834	)		(~~376~~961,~~992~~436	)		(~~574~~823,~~911~~744	)		(1011,~~869~~453,~~525~~969	)
Loss on discontinued operations		--			--			--			--			(517,181	)
Net (Loss)	$	(~~158~~585,~~543~~022	)	$	(~~278~~248,~~110~~834	)	$	(~~376~~961,~~992~~436	)	$	(~~574~~823,~~911~~744	)	$	(11,~~386~~971,~~706~~150	)
Net loss per share from continuing operations	$	(0.0001	)	$	(0.01	)	$	(0.0102	)	$	(0.02	)
Net loss per share-discontinued operations					--			--			--
Net loss per share, basic and dilutive	$	(0.0001	)	$	(0.01	)	$	(0.0102	)	$	(0.02	)
Weighted average number of common shares outstanding-basic and diluted		4357,~~844~~361,~~334~~262			42,041,000			4348,~~751~~349,~~055~~977			3738,~~204~~816,~~043~~362

See accompanying notes to condensed financial statements.

BIG CAT ENERGY CORPORATION
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
	For the Six Months Ended October 31,						June 19, 1997 (Inception) Through October 31,
	For the Nine months ended January 31,						June 19, 1997 (Inception) Through January 31,
	2010			2009			2010
	2011			2010			2011
Cash Flows From Operating Activities:
Net Loss	$	(~~376~~961,~~992~~436	)	$	(~~574~~823,~~911~~744	)	$	(11,~~386~~971,~~706~~150	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization		47,~~797~~259			46,~~014~~172			2629,~~825~~287
Stock based compensation		28605,~~700~~206			81107,~~074~~215			56,~~893~~470,~~890~~396
Stock in lieu of payment		1816,~~167~~667			--			3028,~~167~~667
Contributed services and other		--			--			10,425
Cash flow from discontinued operations		--			--			833,369
Changes in operating assets and liabilities:
Accounts receivable		--(50,081	)		(595,453	)		--(50,081	)
Trading securities		--			356,487			--
Prepaid and other		31,~~191~~624			910,~~809~~878			(57,~~687~~254	)
Deferred revenue		(2746,~~500~~875	)		~~(29~~35,~~375~~625	)		3112,~~875~~500
Deferred salaries		6012,000			3666,250			~~156~~108,250
Accounts payable and accrued liabilities		~~121~~58,~~497~~795			(1821,~~110~~512	)		~~137~~74,~~601~~899
Net cash (used in) operating activities		(~~168~~356,~~140~~841	)		(~~140~~358,~~215~~082	)		(4,~~271~~460,~~991~~692	)
Cash flows from investing activities:
Purchase of unproven oil and gas properties		--			--			(1,794,231	)
Purchase inventory		--			--			(27,662	)
(Purchase) sale of equipment held for sale		2,012			--			(25,650	)
Equipment purchases		--			(995	)		(18,941	)
Other assets		(912,~~426~~428	)		(1019,~~657~~005	)		(97100,~~972~~974	)
Cash used in discontinued operations		--			--			(133,757	)
Net cash (used in) investing activities		(910,~~426~~416	)		(1120,~~652~~000	)		(2,~~072~~073,~~563~~553	)
Cash flows from financing activities:
Proceeds from related party advances		811,000			--			5962,618
Repayment of related party advances		(811,000	)		--			(3740,036	)
Proceeds from the sale of common stock		--200,000			500,000			6,~~107~~307,901
Payments for offering costs		--			--			(21,752	)
Cash flow provided by discontinued operations		--			--			250,569
Net cash provided by financing activities		--			500,000			6,359,300
Net cash provided by
Net Increase in cash and cash equivalents		(177,566	)		348,133			14,746
financing activities		200,000			500,000			6,559,300
Net Increase (decrease) in cash and
cash equivalents		(167,257	)		121,918			25,055
Cash and cash equivalents:
Beginning of period		192,312			117,245			--
End of period	$	1425,~~746~~055		$	~~465~~239,~~378~~163		$	1425,~~746~~055
Noncash investing and financing transactions:
Stock received as payment on private placement	$	517,426		$	--		$	517,426
Forgiveness of debt by related party, accounted for as Capital contributed	$	--		$	--		$	22,582
Stock issued to related party for ARID technology	$	--		$	--		$	23,990
Spin off of Sterling Oil & Gas	$	--		$	--		$	1,794,231

See accompanying notes to condensed financial statements.

BIG CAT ENERGY CORPORATION

(A Development Stage Company)

CONDENSED STATEMENT OF SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE ~~SIX~~NINE MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2010~~2011

AND THE CUMULATIVE PERIOD FROM JUNE 19, 1997 (INCEPTION) TO ~~OCTOBER~~JANUARY 31, ~~2010~~2011 (UNAUDITED)

	Common Stock						Additional			Deficit Incurred During			Other Compre-
	Shares			Par value $.0001			Additional Paid-in Capital			Deficit Incurred During Development Stage			Total
				Par value			Paid-in			Development			hensive
Balance, at Inception (June 19, 1997)
	Shares			$	.0001		Capital			Stage			Income			Total
Stock issued for services upon inception at June 19, 1997 issued at par		500,000		$	50		$	–		$	–		$	50
Balance, at Inception (June 19, 1997)
Common stock cancelled March 2002		(500,000	)		(50	)		–			–			(50	)
Stock issued for services upon inception at June 19, 1997 issued at par		500,000		$	50		$	–		$	–		$	--		$	50
Sale of common stock at $0.10 per share, April 2002		1,114,000			111			111,289			–			111,400
Common stock cancelled March 2002		(500,000	)		(50	)		–			–			--			(50	)
Contributed services (January 2000 through April 2003)		–			–			10,425			–			10,425
Sale of common stock at $0.10 per share, April 2002		1,114,000			111			111,289			–			--			111,400
Cumulative net loss		–			–			–			(132,543	)		(132,543	)
Contributed services (January 2000 through April 2003)		–			–			10,425			–			--			10,425
Balance, April 30, 2005		1,114,000			111			121,714			(132,543	)		(10,718	)
Cumulative net loss		–			–			–			(132,543	)		--			(132,543	)
Sale of common stock (March through April 2006) at $0.05 per share		7,400,000			740			369,260			–			370,000
Balance, April 30, 2005		1,114,000			111			121,714			(132,543	)		--			(10,718	)
Sale of common stock (March 2006 at $0.01 per share		2,500,000			250			24,750			--			25,000
Sale of common stock (March through April 2006) at $0.05 per share		7,400,000			740			369,260			–			--			370,000
Common stock issued in exchange for assets		12,450,000			1,245			22,745			--			23,990
Sale of common stock (March 2006 at $0.01 per share		2,500,000			250			24,750			--			--			25,000
Net loss		–			–			–			(145,182	)		(145,182	)
Common stock issued in exchange for assets		12,450,000			1,245			22,745			--			--			23,990
Balance, April 30, 2006		23,464,000			2,346			538,469			(277,725	)		263,090
Net loss		–			–			–			(145,182	)		--			(145,182	)
Sale of common stock (May through June 2006) at $0.50 per share		4,065,000			407			2,032,093			–			2,032,500
Balance, April 30, 2006		23,464,000			2,346			538,469			(277,725	)		--			263,090
Sale of common stock (January 2007) at $0.75 per share		2,012,000			201			1,508,799			–			1,509,000
Sale of common stock (May through June 2006) at $0.50 per share		4,065,000			407			2,032,093			–			--			2,032,500
Offering costs		–			–			(21,752	)		–			(21,752	)
Sale of common stock (January 2007) at $0.75 per share		2,012,000			201			1,508,799			–			--			1,509,000
Contributed capital		–			–			22,582			–			22,582
Offering costs		–			–			(21,752	)		–			--			(21,752	)
Stock-based compensation		–			–			1,840,000			–			1,840,000
Contributed capital		–			–			22,582			–			--			22,582
Net loss		–			–			–			(2,639,221	)		(2,639,221	)
Stock-based compensation		–			–			1,840,000			–			--			1,840,000
Balance, April 30, 2007		29,541,000			2,954			5,920,191			(2,916,946	)		3,006,199
Net loss		–			–			–			(2,639,221	)		--			(2,639,221	)
Sale of common stock (October 2007) at $1.00 per share		500,000			50			499,950			–			500,000
Balance, April 30, 2007		29,541,000			2,954			5,920,191			(2,916,946	)		--			3,006,199
Sale of units (April 2008) at $0.50 per unit		1,000,000			100			499,900			–			500,000
Sale of common stock (October 2007) at $1.00 per share		500,000			50			499,950			–			--			500,000
Spin off Sterling subsidiary		–			–			(844,050	)		–			(844,050	)
Sale of units (April 2008) at $0.50 per unit		1,000,000			100			499,900			–			--			500,000
Stock-based compensation		–			–			2,360,000			–			2,360,000
Spin off Sterling subsidiary		–			–			(844,050	)		–			--			(844,050	)
Net loss		–			–			–			(4,378,294	)		(4,378,294	)
Stock-based compensation		–			–			2,360,000			–			--			2,360,000
Balance, April 30, 2008		31,041,000			3,104			8,435,991			(7,295,240	)		1,143,855
Net loss		–			–			–			(4,378,294	)		--			(4,378,294	)
Sale of units (May 2008) at $0.50 per unit		1,000,000			100			499,900			--			500,000
Balance, April 30, 2008		31,041,000			3,104			8,435,991			(7,295,240	)		--			1,143,855
Stock based compensation		--			--			1,543,625			--			1,543,625
Sale of units (May 2008) at $0.50 per unit		1,000,000			100			499,900			--			--			500,000
Net loss		--			--			--			(2,664,180	)		(2,664,180	)
Stock based compensation		--			--			1,543,625			--			--			1,543,625
Balance, April 30, 2009		32,041,000			3,204			10,479,516			(9,959,420	)		523,300
Net loss		--			--			--			(2,664,180	)		--			(2,664,180	)
Sale of units (July 2009) at $0.05 per unit		10,000,000			1000			499,000			--			500,000
Balance, April 30, 2009		32,041,000			3,204			10,479,516			(9,959,420	)					523,300
Sale of units (April 2010) at $0.05 per unit		1,200,000			120			59,880			--			60,000
Sale of units (July 2009) at $0.05 per unit		10,000,000			1000			499,000			--			--			500,000
Stock in lieu of payment at $0.05 per share		240 000			24			11,976			--			12,000
Sale of units (April 2010) at $0.05 per unit		1,200,000			120			59,880			--			--			60,000
Stock based compensation		--			--			121,565			--			121,565
Stock in lieu of payment at $0.05 per share		240 000			24			11,976			--			--			12,000
Net loss		--			--			--			(1,050,294	)		(1,050,294	)
Stock based compensation		--			--			121,565			--			--			121,565
Balance, April 30, 2010		43,481,000			4,348			11,171,937			(11,009,714	)		166,571
Net loss		--			--			--			(1,050,294	)		--			(1,050,294	)
Stock in lieu of payroll at $0.05 per share		363,334			36			18,131			--			18,167
Balance, April 30, 2010		43,481,000			4,348			11,171,937			(11,009,714	)		--			166,571
Stock based compensation		--			--			28,700			--			28,700
Stock in lieu of payroll at $0.09 per share		363,334			36			32,664			--			--			32,700
Net loss		--			--			--			(376,992	)		(376,992	)
Stock in lieu of payroll at $0.10 per share		3,579,402			358			357,582			--			--			357,940
Balance, October 31, 2010		43,844,334		$	4,384		$	11,218,768		$	(11,386,706	)	$	(163,554	)
Stock in lieu of payment at $0.10 per share		166,667			17			16,650			--			--			16,667
Other comprehensive income		--			--			--			--			221,754			221,754
Sale of units (January 2011) at $0.03 per unit		20,000,000			2,000			715,426			--			--			717,426
Stock based compensation		--			--			214,566			--			--			214,566
Net loss		--			--			--			(961,436	)		--			(961,436	)
Balance, January 31, 2011		67,590,403			6,759		$	12,508,825		$	(11,971,150	)	$	221,754		$	(766,188	)

See accompanying notes to condensed financial statements.

BIG CAT ENERGY CORPORATION

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

Note1: Presentation, Organization and Nature of Operations

Presentation

The accompanying unaudited financial statements of Big Cat Energy Corporation (the “Company”) at ~~October~~January 31, ~~2010~~2011 and ~~2009~~2010 have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial statements pursuant to, instructions to Form 10-Q, and Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended April 30, 2010. In management’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation to make the Company’s financial statements not misleading have been included. The results of operations for the periods ended ~~October~~January 31, ~~2010~~2011 and ~~2009~~2010 presented are not necessarily indicative of the results to be expected for the full year. The April 30, 2010 balance sheet has been derived from the Company’s audited financial statements included in the Company’s annual report on Form 10-K for the year ended April 30, 2010.

Description of Operations

Big Cat Energy Corporation (“Big Cat” or the “Company”), a Nevada corporation, owns the exclusive right to a patented technology known as Aquifer Recharge Injection Device (ARID) which allows Coal Bed Methane (CBM) operators to re-inject water produced from productive coal seams. The ARID tool uses the existing well bore to move water from the producing coal seam to depleted aquifers of similar water quality. With the ARID tool and process in use, the production well will not require the discharge of any produced water, or the use of a separate re-injection well for any of the produced water. The produced water never leaves the well bore as it is redirected into different aquifer zones. These aquifers are identified from the geophysical logs. The Company is in the development stage in accordance with FASB Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company has been in the development stage since inception and has yet to generate ~~any~~ significant revenue-producing operations. Since ~~Activities~~2006 ~~since~~the ~~its~~Company’s ~~inception~~activities have ~~primarily~~focused ~~involved~~on its ~~organization, development of the Company and more recently, its~~ ARID initiative.

Note 2: Liquidity

Going Concern

As of ~~October~~January 31, ~~2010~~2011, the Company had working capital ~~deficit~~ of $~~305~~625,~~293~~921 and stockholders’ ~~deficit~~equity of $~~163~~766,~~554~~188. The Company has realized minimal revenues and has incurred significant losses from operations and used significant cash flow to fund operations for the periods presented in this Quarterly Report. ~~Historically,~~ Big Cat has relied upon outside investor funds to maintain its operations and develop its business. Big Cat’s plan for continuation anticipates continued funding from investors. This funding would be used for operations, for working capital, as well as business expansion during the upcoming fiscal year. The Company can provide no assurance that additional investor funds will be available on terms acceptable to the Company. These conditions raise substantial doubt about Big Cat’s ability to continue operations as a going concern.

Big Cat’s ability to continue as a going concern is dependent upon raising capital through debt or equity financing and ultimately by increasing revenue and achieving profitable operations. The Company can offer no assurance that it will be successful in its efforts to raise additional proceeds or achieve profitable operations. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business.

Note 3: Significant Accounting Policies:

Use of Estimates – The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Cash and Cash Equivalents – Cash and cash equivalents include cash on hand, amounts held in banks and highly liquid investments purchased with an original maturity of three months or less.

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

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

FY 2011	$5,971
FY 2012	$6,046
FY 2013	$6,046
FY 2014	$6,046
FY 2015	$6,046
Thereafter	$75,787

FY 2011 $6,048

FY 2012 $6,248

FY 2013 $6,248

FY 2014 $6,248

FY 2015 $6,248

Thereafter $76,367

Concentrations of Credit Risk – The Company’s cash equivalents are exposed to concentrations of credit risk. The Company manages and controls this risk by investing the cash equivalents and short term investments with major financial institutions.

Furniture and Equipment – Furniture and equipment is stated at cost. Depreciation is provided on furniture, fixtures and equipment using the straight-line method over an estimated service life of three to seven years.

The cost of normal maintenance and repairs is charged to operating expenses as incurred. Material expenditures which increase the life of an asset are capitalized and depreciated over the estimated remaining useful life of the asset.

Concentration of Customer Base-The Company has had four customers during the nine months ended January 31, 2011 compared to three for the same period in 2010.

Concentration of Customer Base-The Company has three customers as of October 31, 2010 and 2009.

Income Taxes – Income taxes are accounted for by recognizing deferred income tax assets and liabilities for the expected future income tax consequences, based on enacted tax laws, of temporary differences between the financial reporting and tax basis of assets, liabilities and carryforwards. Deferred tax assets are recognized for the expected future effects of all deductible temporary differences, loss carryforwards and tax credit carryforwards. Deferred tax assets are then reduced, if deemed necessary, by a valuation allowance for the amount of any tax benefit which, more likely than not, are not expected to be realized.

We adopted ASC 740, Income Taxes as of April 1, 2008. This topic provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Tax positions must meet a "more-likely-than-not" recognition threshold at the effective date to be recognized upon the adoption of ASC 740 and in subsequent periods. We have identified no significant uncertain tax positions as of ~~October~~January 31, ~~2010~~2011 or ~~2009~~2010. The cumulative effect of adopting ASC 740 has not resulted in a liability on the balance sheet. The total amount of unrecognized tax benefits as of the date of adoption was zero.

We recognize interest and penalties related to uncertain tax positions in income tax expense. No interest and penalties related to uncertain tax positions were accrued as of ~~October~~January 31, ~~2010~~2011 or ~~2009~~2010.

Fair Value of Financial Instruments – The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, securities and accounts payable. The fair market value of these financial instruments approximates or is equal to the book value due to the short term nature of these balances.

Fair Value Measurements are determined by the Company’s adoption of ASC 820 Fair Market Measurement and Disclosures as of May 1, 2008, including the application of the statement to non-recurring, non-financial assets and liabilities. ~~The adoption of~~ ASC 820 ~~did not have a material impact on the Company’s fair value measurements. ASC 820~~ defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal (or most advantageous market) for the asset or liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy which prioritizes the inputs used in measuring fair value into three broad levels as follows:

Level 1- Quoted prices in active markets for identical assets or liabilities.

Level 2- Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly.

Level 3- Unobservable inputs based on the Company’s assumptions,

~~ASC~~The ~~820~~following ~~requires~~table ~~the~~provides ~~use~~information ofregarding ~~observable~~the ~~market~~source of data ifused ~~such~~by ~~data~~the isCompany ~~available~~to ~~without~~develop ~~undue~~fair ~~cost~~value ~~and effect.~~measurements:

	Fair Value Measurements at Reporting Date Using
Description	January 31, 2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Securities available for sale	$	739,180	$	739,180	$	--	$	--
Total	$	739,180	$	739,180	$	--	$	--

~~Stock-Based Compensation – The Company accounts for stock-based compensation arrangements in accordance with~~ ASC ~~718,~~820 ~~Compensation-Stock~~requires ~~Compensation, which permits entities to recognize as expense over~~ the ~~vesting~~use ~~period, the fair value~~ of ~~all~~observable ~~stock-based~~market ~~awards~~data onif ~~the~~such ~~date~~data ofis ~~grant.~~available ~~The~~without ~~Company~~undue ~~recorded~~cost ~~expense~~and ~~for stock-based compensation for the six months ended October 31, 2010 of $28,700 compared to $81,074 for the six months ended October 31, 2009~~effect.

~~Research~~Stock-Based ~~and~~Compensation – ~~Development~~The ~~Expenditures~~Company –accounts ~~Costs~~for ~~related~~stock-based tocompensation ~~the~~arrangements ~~research~~in accordance with ASC 718, ~~design~~Compensation-Stock Compensation, ~~and~~which ~~development~~permits ofentities ~~products~~to ~~are~~recognize ~~charged~~as toexpense ~~research~~over ~~and~~the ~~development~~vesting ~~expenses~~period, asthe ~~incurred~~fair value of all stock-based awards on the date of grant. The Company ~~did~~recorded ~~not~~expense ~~incur~~for ~~any~~stock-based ~~research~~compensation ~~and~~for ~~development~~the ~~costs~~nine months ended January 31, 2011 of $214,566 compared to $81,074 for the ~~six~~nine months ended ~~October~~January 31, 2010 ~~or 2009~~.

Research and Development Expenditures – Costs related to the research, design, and development of products are charged to research and development expenses as incurred. The Company did not incur any research and development costs for the nine months ended January 31, 2011 compared to $1,991 for the same period in 2010.

Net Loss Per Share – Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Contingently issuable shares are included in the computation of basic net income (loss) per share when the related conditions are satisfied. Diluted net income per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding during the period. Potentially dilutive securities consist of contingently issuable shares, the incremental common shares issuable upon conversion of preferred stock or convertible debt (using the “if converted” method) and shares issuable upon the exercise of stock options and warrants (using the “treasury stock” method). Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive.

As of ~~October~~January 31, ~~2010~~2011 the Company had 4367,~~844~~590,~~334~~403 shares of common stock outstanding and options and warrants to purchase 1224,~~235~~108,~~000~~033 shares issued that would be potentially dilutive. At ~~October~~January 31, ~~2009~~2010, the Company had 42,041,000 shares of common stock outstanding. The Company has options and warrants outstanding to purchase 11,035,000 shares that would be potentially dilutive. The options outstanding were excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutive.

Other Comprehensive Income – The Company ~~does~~recorded ~~not~~$221,754 ~~have any items~~ of other comprehensive income for the ~~six~~mark ~~months~~to ~~ended~~market ~~October~~adjustment ~~31,~~on ~~2010~~securities ~~and~~available ~~2009. Therefore,~~for ~~total~~sale ~~comprehensive~~as ~~income~~of ~~(loss)~~January is31, ~~the~~2011, ~~same~~compared asto ~~net~~no comprehensive income ~~(loss)~~ for ~~these~~the ~~periods~~same period in 2010.

Revenue Recognition-The Company leases its ARID tool and process to its customers. Revenue is recognized equally over the term of lease. When the lease is executed the Company records deferred revenue as ana ~~Other~~other ~~Current~~current ~~Liability~~liability for those amounts paid for lease commitments for the next 12 months and a Long Term Obligation for those amounts in excess of 12 months. At ~~October~~January 31, ~~2010~~2011 the Company recorded $3112,~~875~~500 as Other Current Liabilities for deferred revenue.

In accordance with ASC 450, Contingencies, which requires that a contingency be reflected in operations only upon resolution of the contingency, the Company has recorded litigation proceeds of $30,000 in the ~~period~~nine inmonths ~~which~~ended ~~the~~January ~~proceeds~~31, ~~were received~~2011. ~~During~~The contingency arose during FY 2009 when the Company paid a patent attorney for filings that were not done correctly. The Company then hired a new patent attorney and expensed the duplicate legal fees in FY 2009. The ~~ASC~~fees ~~450~~paid ~~requires that a contingency that might result in a gain~~ to ~~not~~the befirst ~~reflected~~attorney inwere ~~operations~~recovered ~~until~~during ~~resolution~~the ofcurrent ~~the~~fiscal ~~contingency~~year.

Reclassifications – Certain reclassifications have been made to prior years’ amounts to conform to the classifications used in the current year. Such reclassifications had no effect on the Company’s net loss in any of the periods presented.

Recent Pronouncements

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

Note 4: Shareholders’ Equity

Private Offerings

During the ~~six~~nine months ended ~~October~~January 31, ~~2010~~2011, the Company issued 363,334 shares of restricted common stock to non-officer employees in lieu of payment of $1832,~~167~~700 in salary. The Company also completed a private placement of 20,000,000 restricted shares of Big Cat common stock at $0.03 per share and warrants to purchase an additional 10,000,000 restricted shares of Big Cat common stock exercisable at $0.15 per share. The warrants have a five year term from date of issue. The Company received proceeds of $717,426 in the private placement consisting of $200,000 cash and High Plains Gas Inc. restricted common stock valued at $517,426.

During the ~~six~~quarter, ~~months~~the ~~ended~~Company ~~October~~issued 313,746,069 ~~2009~~shares ~~the~~of ~~Company~~restricted ~~completed~~common astock ~~private~~at ~~placement of~~ $0.10 per share and warrants to purchase an additional 1,~~000~~873,~~000~~033 ~~units~~shares ~~for~~exercisable ~~$500,000~~at ($0.0515 ~~per~~to ~~unit)~~officers, ~~each~~employees ~~unit~~and ~~consisting~~a ofvendor ~~one~~in ~~restricted~~lieu ~~share~~ of ~~its~~payment ~~common~~of ~~stock~~salary and ~~one~~vendor ~~warrant~~obligations. toThe ~~purchase~~warrants ~~one~~have ~~half~~a ~~restricted~~five ~~share~~year ofterm ~~its~~from ~~common~~date ~~stock~~of issue. ~~Warrants~~ ~~are~~The ~~exercisable~~Company ~~for~~recognized a non-cash expense of $~~.075~~11,667 for the difference between the fair value of the stock issued and ~~must~~the bevendor ~~exercised~~liabilities onrelieved orof ~~before~~$5,000. ~~July~~The 28Company recognized non-cash salary expense of $357,940 ~~2012~~for the difference between the fair value of the stock issued and the accrued salaries relieved.

During the nine months ended January 31, 2010 the Company completed a private placement of 10,000,000 units for $500,000 ($.05 per unit), each unit consisting of one restricted share of its common stock and one warrant to purchase one half restricted share of its common stock. Warrants are exercisable for $.075 and must be exercised on or before July 28, 2012.

In accordance with ASC 815, Derivatives and Hedging, and the terms of the warrants and the transaction documents, the warrants were determined to represent an equity transaction and, therefore, the fair value of the warrants are contained within the equity section and not separately recorded apart from the common shares issued as part of the private placement.

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

Note 5: Stock Option Plan

The Company has adopted the 2007 Nonqualified Stock Option Plan (the “Plan”), as amended. The Company has reserved 5,000,000 shares of common stock for the plan. During Fiscal 2009 the Board of Directors granted options to purchase 1,665,000 shares to directors, officers and key employees and consultants of the Company, effective December 31, 2008. The exercise price of the options was $0.12, the closing price of Company shares on December 31, 2008. The options grant on December 31, 2008 become exercisable on December 31, 2009 and expire on December 31, 2014. During Fiscal 2010 the Board of Directors granted options to purchase 410,000 shares to outside directors and key employees of the Company, effective January 4, 2010. The exercise price of the options was $0.15, the closing price of Company shares on January 4, 2010. The options granted on January 4, 2010 become exercisable on January 4, 2011 and expire on January 4, 2015. Also during Fiscal 2010, Charles Peck and George Hampton, resigned as Directors of the Company and forfeited their stock options to purchase 600,000 shares each.

As of October 31, 2010, and 2009 the options are fully vested, however, the agreement only allows for a certain number of options to be exercised each year through December 31, 2014. Due to the limitations on exercising the options, and the fact that they would expire if the employee resigns or is terminated for cause, the Company has treated the options as if they vest over a two-year period. There have been no options exercised under the terms of the Plan.

The Company expects to recognize approximately $38,000 in stock compensation expense ratably through April 30, 2011. There have been no options exercised under the terms of the Plan.

Note 65: ~~Income~~Stock ~~Tax~~Option Plan

The ~~Federal~~Company ~~net~~has ~~operating~~adopted ~~loss~~the ~~(NOL)~~2007 ~~carryforward~~Nonqualified ofStock ~~approximately~~Option $4Plan (the “Plan”),~~331,000~~ as ofamended. ~~October~~The 31Company has reserved 5,000,000 ~~2010~~shares ~~expires~~of oncommon ~~various~~stock ~~dates~~for ~~through~~the ~~2030~~plan. ~~Internal~~During ~~Revenue~~Fiscal ~~Code~~2009 ~~Section 382~~the ~~places~~Board aof ~~limitation~~Directors ongranted ~~the~~options ~~amount~~to ofpurchase ~~taxable~~1,665,000 ~~income~~shares ~~which~~to ~~can~~directors, beofficers ~~offset~~and bykey ~~NOL~~employees ~~carryforwards~~and ~~after~~consultants aof ~~change~~the inCompany, ~~control~~effective ~~(generally~~December ~~greater~~31, ~~than~~2008. ~~50%~~The ~~change~~exercise inprice ~~ownership)~~ of athe ~~loss~~options ~~corporation~~was $0. ~~Generally~~12, ~~after~~the aclosing ~~change~~price inof ~~control,~~Company ashares ~~loss~~on ~~corporation~~December ~~cannot~~31, ~~deduct~~2008. ~~NOL~~The ~~carryforwards~~options ingrant ~~excess~~on ofDecember ~~the~~31, ~~Section~~2008 ~~382~~become ~~limitation. Due~~exercisable toon ~~these~~December ~~“change~~31, in2009 ~~ownership”~~and ~~provisions,~~expire ~~utilization~~on ofDecember ~~NOL~~31, ~~carryforwards~~2014. ~~may~~During beFiscal ~~subject~~2010 tothe anBoard ~~annual~~of ~~limitation~~Directors ~~regarding~~granted ~~their~~options ~~utilization~~to ~~against~~purchase ~~taxable~~410,000 ~~income~~shares into ~~future~~outside ~~periods. We~~directors ~~have~~and ~~not~~key ~~performed~~employees aof ~~Section~~the ~~382 analysis. However~~Company, ifeffective ~~performed~~January 4, ~~Section~~2010. ~~382~~The ~~may~~exercise beprice ~~found~~of tothe ~~limit~~options ~~potential~~was ~~future~~$0.15, ~~utilization~~the closing price of ~~our~~Company ~~NOL~~shares ~~carryforwards~~on January 4, 2010. We ~~have~~The ~~established~~options agranted ~~full~~on ~~valuation~~January ~~allowance~~4, ~~against~~2010 ~~the~~become ~~deferred~~exercisable ~~tax~~on ~~assets~~January ~~because~~4, ~~based~~2011 onand ~~the~~expire ~~weight~~on ofJanuary ~~available~~4, ~~evidence~~2015. ~~including~~Also ~~our~~during ~~continued~~Fiscal ~~operating losses~~2010, itCharles isPeck ~~more~~and ~~likely~~George ~~than~~Hampton, ~~not~~resigned ~~that~~as ~~all~~Directors of the ~~deferred~~Company ~~tax~~and ~~assets~~forfeited ~~will~~their ~~not~~stock beoptions ~~realized~~to purchase 600,000 shares each. ~~Because~~On ofJanuary 12, 2011, the ~~full~~Company ~~valuation~~granted ~~allowance~~options to purchase 200,000 noshares ~~income~~to ~~tax~~an ~~expense~~outside ordirector. The ~~benefit~~options iswere ~~reflected~~granted onwith ~~the~~an ~~statement~~exercise price of ~~operations~~$0.15 and were immediately vested and exercisable.

~~Note~~The ~~7: Related~~Company ~~Party~~uses ~~Transactions~~the Black-Scholes option-pricing model to estimate the fair value of the options at the grant and vesting date. The fair values of options granted and vested were calculated using the following weighted-average assumptions:

For the six months ended October 31, 2010 and 2009, the officers of the company provided management services to its affiliated company, Sterling Oil & Gas Company. The Company did not record any income from Sterling for these services. The Company also retained Wharton Consulting to provide marketing service to the Company. Thomas E, Wharton, a Director for the Company, is the managing partner of Wharton Consulting. Mr. Wharton is also the step brother of Michael Schaefer, a major Big Cat shareholder who owns beneficially approximately 36.7% of the outstanding common stock of the Company. The Company recorded consulting fees to Mr. Wharton and Wharton Consulting of $36,000 for the six months ended October 31, 2010, compared to $50,544, which included non-cash expense of $17,000 related to warrants issued to Wharton Consulting, for the six months ended October 31, 2009. At October 31, 2010, the Company owed Wharton Consulting $12,000 and $6,000 at April 30, 2010, both of which have been included in accounts payable and accrued liabilities in the accompanying balance sheet.

	Year ended April 30, 2011	Year ended April 30, 2010	Year ended April 30, 2009
Expected dividend yield	-	–	–
Expected price volatility	178%	152%	125%
Risk free interest rate	1.99%	2.65%	1.55%
Expected term of options (in years)	5 years	5 years	6 years

During the three months ended October 31, 2010, the company borrowed $8,000 from Raymond Murphy, an officer and Director of the Company. The funds were used for operating expenses and were reimbursed to Mr. Murphy by the end of the period.

Note 8: Subsequent Events

Management has evaluated all activity of the Company and concluded no subsequent events have occurred that would require disclosure except on November 23, 2010, Big Cat executed a non-binding letter of intent with High Plains Gas Inc. for a private placement of 20,000,000 restricted shares of Big Cat common stock at $0.03 per share and warrants to purchase an additional 10,000,000 restricted shares of Big Cat common stock at $0.15 per share. The warrants have a five year term from date of issue. The sales price of $600,000 is payable in cash of $200,000, $75,000 on November 24, 2010 and the balance by December 15, 2010 and $400,000 in High Plains Gas Inc. restricted common stock. The Definitive Agreement was executed on December 8, 2010 and is scheduled to close by December 15, 2010.

A summary of option activity under the Plan and changes during the years then ended is presented below:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value

Options outstanding –May 1, 2008		3,160,000			.56		4.54	$	5,214,990
Granted during period		1,665,000			.12		5.00		172,150
Exercised during period		–			–		–		--
Forfeited during period		–			–		–		–
Expired during period		–			–		–		–
Options outstanding –April 30, 2009		4,825,000			.42		5.00		5,387,140
Granted during period		410,000			.15		4.68		52,617
Exercised during period		--			--		--		--
Forfeited during period		(1,300,000	)		--		--		(1,532,051	)
Expired during period		--			--		--		--
Options outstanding-April 30, 2010		3,935,000		$	.39		3.37		3,907,705
Granted during period		200,000			.15		4.70	$	28,000
Exercised during period		–			–		–		–
Forfeited during period		–			–		–		–
Expired during period		–			–		–		–
Options outstanding-April 30, 2011		4,135,000			.37		2.49	$	3,935,705

Exercisable at April 30, 2011		4,135,000		$	.37		2.49	$	3,935,705

The weighted average grant date intrinsic value of options granted during the years ended April 30, 2011, 2010, and 2009 is $0.14, $0.14, and $0.11 per share respectively. The weighted average remaining contractual term is approximately two and a half years for all options outstanding at April 30, 2011.

As of April 30, 2011, 2010, and 2009 all the options are fully vested and exercisable. There have been no options exercised under the terms of the Plan.

The Company expects to recognize approximately $66,000 in stock compensation expense ratably through April 30, 2011.

Note 6: Common Stock Warrants

The Company issued 1,873,033 warrants to purchase shares of restricted common stock and recorded a non-cash compensation expense of $148,301 during the three months ended January 31, 2011, compared to $0 for the same period in 2010.

The following stock purchase warrants were outstanding at January 31, 2011:

	January 31, 2011
Number of warrants		20,173,033
Exercise price	$	0.15-$0.75
Expiration dates		2011-2015

Note 7: Income Tax

The Federal net operating loss (NOL) carryforward of approximately $4,707,000 as of January 31, 2011 expires on various dates through 2031. Internal Revenue Code Section 382 places a limitation on the amount of taxable income which can be offset by NOL carryforwards after a change in control (generally greater than 50% change in ownership) of a loss corporation. Generally, after a change in control, a loss corporation cannot deduct NOL carryforwards in excess of the Section 382 limitation. Due to these “change in ownership” provisions, utilization of NOL carryforwards may be subject to an annual limitation regarding their utilization against taxable income in future periods. We have not performed a Section 382 analysis. However, if performed, Section 382 may be found to limit potential future utilization of our NOL carryforwards. We have established a full valuation allowance against the deferred tax assets because, based on the weight of available evidence including our continued operating losses, it is more likely than not that all of the deferred tax assets will not be realized. Because of the full valuation allowance, no income tax expense or benefit is reflected on the statement of operations.

Note 8: Related Party Transactions

For the nine months ended January 31, 2011 and 2010, the officers of the Company provided management services to its affiliated company, Sterling Oil & Gas Company. The Company did not record any income from Sterling for these services.

The Company retained Wharton Consulting during the 2010 fiscal year to provide marketing service to the Company. Thomas E, Wharton, a Director for the Company, is the managing partner of Wharton Consulting. Mr. Wharton is also the step-brother of Michael Schaefer, a principal Big Cat shareholder who currently owns beneficially approximately 24.7% of the common stock of the Company. The Company recorded consulting fees to Mr. Wharton and Wharton Consulting of $36,000 for the nine months ended January 31, 2011, compared to $88,091 ( which included non-cash expense of $17,000 related to warrants issued to Wharton Consulting), for the nine months ended January 31, 2010. At April 30, 2010, the Company owed Wharton Consulting $6,000, which was included in accounts payable and accrued liabilities in the accompanying balance sheet.

For the nine months ended January 31, 2011, the Company’s CFO provided professional services to High Plains Gas, Inc., valued at $6,013, which has been invoiced to High Plains Gas, Inc. The Company sold 4 ARID tools to High Plains Gas, Inc. for a total of $40,000. High Plains Gas, Inc. presently owns beneficially approximately 38.7% of the Company’s restricted common stock and High Plains Gas, Inc.’s President and COO is a member of Big Cat’s Board of Directors.

Also, during the nine months ended January 31, 2011, the Company borrowed $11,000 from Raymond Murphy, an officer and Director of the Company. The funds were used for operating expenses and were reimbursed to Mr. Murphy by the end of the period.

Note 9: Subsequent Events

Management has evaluated all activity of the Company and concluded that the only subsequent event that has occurred that would require disclosure is that Big Cat has received an order for $150,000 of ARID tools from High Plains Gas, Inc. in February 2011.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This Quarterly Report includes certain statements that may be deemed to be “forward-looking statements that reflect our current views with respect to future events and financial performance. All statements included in this Quarterly Report, other than statements of historical facts, address matters that we reasonably expect, believe or anticipate will or may occur in the future. Forward-looking statements may relate to, among other things:

§	our future financial position, including working capital and anticipated cash flow;

§	the risks of the oil and gas industry, as they relate to demand for leasing the ARID tool;

§	market demand;

§	risks and uncertainties involving geology of oil and gas deposits;

§	the uncertainty of estimates and projections relating to costs and expenses;

§	health, safety and environmental risks;

§	uncertainties as to the availability and cost of financing; and

§	the possibility that government policies or laws may change or governmental approvals may be delayed or withheld.

Other sections of this Quarterly Report may include additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Forward looking statements in this Quarterly Report are made as of the respective dates set forth in this Quarterly Report. Such forward-looking statements are based on the beliefs, expectations and opinions of management as of the date the statements are made. We do not intend to update these forward-looking statements, except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

Plan of Operations

The plan of operations discussed below in this Quarterly Report, reflects the operations of our current business which is to lease or sell the ARID tool and process to oil and gas companies.

We are a development stage company and have realized minimal revenues from our current business operations.

1316

We are in the process of completing field tests of the ARID tool and process, and we are continuing to refine the ARID system to improve field use. Currently, we have seven ARID tools ~~operating~~installed in CBM (coal bed methane) gas well bores in the Powder River Basin of Wyoming ~~and have leased another seven that have not been installed to date~~.

Big Cat has received requests for proposals from major coal bed methane operators (CBM/CSNG) in Wyoming and Montana. Acceptance of any of Big Cat’s proposals would substantially increase the Company’s sales and cash flow. Further, the ARID In-bore Aquifer Recharge Injection System has been selected as the water handling component for a proof of concept project to enhance the public water supply in the Southwestern United States. The project team includes, among others, a major university and a US Federal Agency. The project involves the collection and re-injection of a combined solution of treated brine water and drinking water into existing drinking water aquifers to enhance and preserve the public drinking water supply for future use. To date, none of these proposals have been accepted by the CBM operators.

Big Cat isrecently ~~also~~concluded in discussions with a service provider in Australia to evaluate the use of the ARID System for handling Coal Seam Natural Gas produced water in Australia prior to major CSNG development in that Country. The Company then executed a Distribution Agreement in December, 2010 with the service provider for exclusive distribution of the ARID technology in Australia and the Far East. The Company has not received any orders under this agreement, to date.

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

Patents and Trademarks

Patent Status:

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

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

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

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

Trademark Status:

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

14Also, in the United States, the word mark BIG CAT and the BIG CAT ENERGY CORP design marks have been opposed by Caterpillar Inc. on grounds of likelihood of confusion with and dilution of Caterpillar’s CAT mark. The opposition proceeding is in the tail end of the discovery phase at present. We have moved the Trademark Trial and Appeals Board to strike the expert witness of Caterpillar and wait on that decision. The proceeding is stayed until that decision is rendered.

Also, in the United States, the word mark BIG CAT and the BIG CAT ENERGY CORP design marks have been opposed by Caterpillar Inc. on grounds of likelihood of confusion with and dilution of Caterpillar’s CAT mark. The opposition proceeding is in the discovery phase at present. Once sufficient discovery has taken place so that the parties can better assess the matter, we will determine whether settlement is an option. The discovery period is currently set to close in January 2011.

Results of Operations

Three Months Ended ~~October~~January 31, ~~2010~~2011 Compared to Three Months Ended ~~October~~January 31, ~~2009~~2010

We reported a net loss for the three months ended ~~October~~January 31, ~~2010~~2011 of $~~158~~585,~~543~~022 compared with a net loss of $~~278~~248,~~110~~834 for the same period in ~~2009~~2010. The net loss for the three months ended ~~October~~January 31, ~~2010~~2011 included $14450,~~350~~957 attributable to non-cash consideration related to the issuance of stock options, restricted common stock and warrants to ~~management~~officers, BOD members, employees and vendors compared to $4926,~~037~~141 for the same period in ~~2009~~2010 which also included warrants to a consultant. The Company also recorded a non-cash expense of $276,758 for the difference between the fair value of stock issued in lieu of payment to employees and vendors and the liabilities relieved in the three months ended January 31, 2011, compared to no expense in the same period of 2010.

We recorded personnel costs of $~~105~~489,~~085~~106 during the three month period ended ~~October~~January 31, ~~2010~~2011, as compared to $~~139~~126,~~470~~572 during the same period in ~~2009~~2010. We recorded a stock based compensation charge for stock options, restricted common stock and warrants issued to management of $14137,~~350~~957 for the three month period ended ~~October~~January 31, ~~2010~~2011, compared with $3226,~~037~~141 for the same period in ~~2009~~2010. During the three months ended January 31, 2011 we recorded non-cash salary expense of $235,709 for stock issued in lieu of payment of these salaries compared to $0 for the same period in 2010.

We incurred professional fees of $3724,~~081~~585 during the three month period ended ~~October~~January 31, ~~2010~~2011, as compared to $7058,~~594~~825 during the same period in ~~2009~~2010. Most of the professional fees related to the cost of SEC matters and filings and a non-cash charge for the three months ended ~~October~~January 31, ~~2009~~2010 of $17,000 for warrants issued to a consultant.

We incurred selling expense of $54106,~~960~~947 for the three month period ended ~~October~~January 31, ~~2010~~2011 compared to $6462,~~789~~342 for the same period in ~~2009~~2010. We recorded stock based compensation of $47,909 for warrants issued to employees for the three month period ended January 31, 2011, compared to $0 for the same period in 2010

Our general and administrative costs were $1712,~~622~~892 during the three month period ended ~~October~~January 31, ~~2010~~2011, as compared to $2726,~~426~~121 during the same period in ~~2009~~2010. The major component of other general and administrative costs is insurance.

WeFor ~~received~~the ~~litigation~~three ~~proceeds~~months ofended ~~$30~~January 31,~~000~~ ~~during~~2011, ~~the~~we ~~three~~recorded ~~month~~an ~~period~~expense ~~ended~~of ~~October 31~~$11,667 ~~2010,~~for ~~that~~the ~~have~~difference ~~been~~in ~~recorded~~fair value of stock issued in ~~the~~lieu ~~current~~of ~~period~~payment ~~per~~and ~~ASC~~the ~~450~~liabilities relieved.

~~Six Months Ended October 31, 2010 Compared to Six Months Ended October 31, 2009~~18

WeNine ~~reported a net loss for the six~~ months ended ~~October~~January 31, ~~2010~~2011 ofCompared ~~$376,992~~to ~~compared~~Nine ~~with a net loss of $574,911 for the same period in 2009. The net loss for the six~~ months ended ~~October~~January 31, 2010 ~~included $28,700 attributable to non-cash consideration related to the issuance of stock options to management compared to $81,074, which also include warrants issued to a consultant.~~

We ~~recorded~~reported ~~personnel~~a ~~costs~~net ofloss ~~$217,773~~for ~~during~~ the ~~six~~nine ~~month~~months ~~period~~ ended ~~October~~January 31, ~~2010,~~2011 asof $961,436 compared towith a net loss of $~~299~~823,~~675~~744 ~~during~~for the same period in ~~2009~~2010. The Wenet ~~recorded~~loss afor ~~stock~~the ~~based~~nine ~~compensation~~months ~~charge~~ended ~~for~~January ~~options~~31, ~~issued~~2011 included $605,206 attributable to ~~management~~non-cash ofconsideration ~~$28,700~~related ~~for~~to the ~~six~~issuance ~~month~~of ~~period~~stock ~~ended~~options, ~~October~~restricted ~~31,~~common ~~2010,~~stock and warrants to management compared to $64107,~~074~~215, ~~for~~which ~~the~~also ~~same~~include ~~period~~warrants inissued ~~2009~~to a consultant.

15We recorded personnel costs of $706,879 during the nine month period ended January 31, 2011, as compared to $426,246 during the same period in 2010. We recorded a stock based compensation charge for options, restricted common stock and warrants issued to officers, BOD members and employees of $214,566 for the nine month period ended January 31, 2011, compared to $90,215 for the same period in 2010. During the nine months ended January 31, 2011 we recorded non-cash salary expense of $390,640 for stock issued in lieu of payment of these salaries.

We incurred professional fees of $92116,~~061~~646 during the ~~six~~nine month period ended ~~October~~January 31, ~~2010~~2011 as compared to $~~123~~181,~~068~~893 during the same period ~~2009~~2010. Most of the professional fees related to the cost of required SEC filings and a non-cash charge of $17,000, for the ~~six~~nine months ended ~~October~~January 31, ~~2009~~2010, for warrants issued to a consultant.

We incurred selling expense of $~~112~~219,~~791~~738 for the ~~six~~nine month period ended ~~October~~January 31, ~~2010~~2011 compared to $~~134~~196,~~040~~382 for the same period in ~~2009~~2010. We recorded stock based compensation of $47,909 for warrants issued to employees for the nine month period ended January 31, 2011, compared to $0 for the same period in 2010

Our general and administrative costs were $3345,~~014~~327 during the ~~six~~nine month period ended ~~October~~January 31, ~~2010~~2011, as compared to $6086,~~668~~789 during the same period in ~~2009~~2010. The major component of other general and administrative expense is insurance.

We received litigation proceeds of $30,000 during the ~~six~~nine month period ended ~~October~~January 31, ~~2010~~2011, that ~~have~~has been recorded inper ASC 450. For the ~~current~~nine ~~period~~months ~~per~~ended ~~ASC~~January ~~450~~31, 2011, we recorded an expense of $11,667 for the difference in fair value of stock issued in lieu of payment and the liabilities relieved.

Liquidity and Capital Resources

As of ~~October~~January 31, ~~2010~~2011, we had ~~a deficit~~ working capital of $~~305~~625,~~293~~921, and it is uncertain whether we will be able to fund further operations. Therefore, we are seeking additional sources of capital for the coming year.

Cash used in operating activities was $~~168~~356,~~140~~841 for the ~~six~~nine months ended ~~October~~January 31, ~~2010~~2011 compared to cash used in operating activities of $~~140~~358,~~215~~082 for the ~~six~~nine months ended ~~October~~January 31, ~~2009~~2010. In the ~~six~~nine month period ended ~~October~~January 31, ~~2010~~2011 cash used by operations was principally attributed to our net loss offset by our non-cash compensation expense of $28605,~~700~~206, and non-cash stock issued in lieu of payment of $16,667. In the ~~six~~nine month period ended ~~October~~January 31, ~~2009~~2010 cash used by operations was principally attributed to our net loss offset by our non-cash compensation expense of $81107,~~074~~215 and the change in our trading securities of $356,487.

Cash flows used in investing activities were $910,~~426~~416 for the ~~six~~nine months ended ~~October~~January 31, ~~2010~~2011, and $1120,~~652~~000 for the ~~six~~nine months ended ~~October~~January 31, ~~2009~~2010.

There were no financing activities for the six months ended October 31, 2010. Cash flows from financing activities were $500,000 for the six months ended October 31, 2009. For the six months ended October 31, 2009, cash from financing was from the private placements of our stock.19

~~During~~Cash flows from financing activities were $200,000 for the ~~six~~nine months ended ~~October~~January 31, ~~2010~~2011 compared to $500,000 for the ~~Company~~nine ~~issued~~months ~~363~~ended January 31,~~334~~ ~~shares~~2010. ofCash ~~restricted~~from ~~common~~financing ~~stock~~was tofrom ~~non-officer~~the ~~employees~~private placement of our stock in ~~lieu~~the ofperiod ~~payment~~ending ofJanuary ~~$18~~31,~~167~~ in2011 ~~salary~~and 2010.

During the ~~six~~nine months ended ~~October~~January 31, ~~2009~~2011, the Company issued 363,334 shares of restricted common stock to non-officer employees in lieu of payment of $32,700 in salary. The Company also completed a private placement of 1020,000,000 ~~units~~restricted ~~for~~shares of Big Cat common stock at $~~500~~0.03 per share and warrants to purchase an additional 10,000,000 (restricted shares of Big Cat common stock exercisable at $0.0515 per ~~unit)~~share. The warrants have a five year term from date of issue. The Company received proceeds of $717,426 ~~each~~in ~~unit~~the private placement consisting of ~~one~~$200,000 ~~restricted~~cash ~~share~~and ofHigh ~~its~~Plains Gas Inc. restricted common stock ~~and~~valued ~~one~~at ~~warrant~~$517,426. toThe ~~purchase~~Company ~~one~~issued ~~half~~3,746,069 ~~restricted~~shares ~~share~~ of ~~its~~restricted common stock ~~each~~at $0.10 per share and warrants to purchase an additional 1,873,033 shares exercisable ~~for~~at $0.~~075~~15 to officers, employees and a vendor in lieu of payment of salary and vendor obligations. ~~Following~~The ~~this~~warrants ~~sale~~have ~~the~~a five year term from date of issue. The Company’s ~~outstanding~~recognized ~~common~~a non-cash expense of $11,667 for the difference between the fair value of the stock ~~increased~~issued toand 42the vendor liabilities relieved of $5,~~041,~~000. ~~shares~~The Company recognized non-cash salary expense of $357,940 for the difference between the fair value of the stock issued and the accrued salaries relieved.

During the nine months ended January 31, 2010, the Company completed a private placement of 10,000,000 units for $500,000 ($.05 per unit), each unit consisting of one restricted share of its common stock and one warrant to purchase one half restricted share of its common stock each exercisable for $.075. Warrants must exercised on or before July 28, 2012.

Subsequent to the quarter end of October 31, 2010, Big Cat executed a non-binding letter of intent with High Plains Gas Inc. for a private placement of 20,000,000 restricted shares of Big Cat common stock at $0.03 per share and warrants to purchase an additional 10,000,000 restricted shares of Big Cat common stock at $0.15 per share. The warrants have a five year term from date of issue. The sales price of $600,000 is payable in cash of $200,000, $75,000 on November 24, 2010 and the balance by December 15, 2010 and $400,000 in High Plains Gas Inc. restricted common stock. The Definitive Agreement was executed on December 8, 2010 and is scheduled to close by December 15, 2010.

Financial Instruments and Other Information

As of ~~October~~January 31, ~~2010~~2011 we had cash and cash equivalents, accounts receivable, securities available for sale, accounts payable and accrued liabilities, which are each carried at approximate fair value due to the short maturity date of those instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Critical Accounting Polices and Estimates

Use of Estimates in the Preparation of Financial Statements

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of any oil and gas reserves, assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various assumptions it believes to be reasonable under the circumstances. Although actual results may differ from these estimates under different assumptions or conditions, the Company believes that its estimates are reasonable.

Equity Based Compensation

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

ASC 718 requires companies to estimate the fair value of share-based payment awards on the date of the grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our statement of operations. Prior to the adoption of ASC 718, we had no stock-based compensation awarded to employees and directors.

Recent Pronouncements

Off-Balance Sheet Arrangements

From time-to-time, we may enter into off-balance sheet arrangements and transactions that can give rise to off-balance sheet obligations. As of ~~October~~January 31, ~~2010~~2011 and April 30, 2010, there were no off –balance sheet arrangements.

ITEM 4T.

CONTROLS AND PROCEDURES

The Company’s Chief Executive Officer and the Principal Financial Officer evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of ~~October~~January 31, ~~2010~~2011. Based on this evaluation, the Chief Executive Officer and Principal Financial Officer concluded that, as of ~~October~~January 31, ~~2010~~2011 the Company’s disclosure controls and procedures are effective.

There were no changes in the Company’s internal control over financial reporting during the quarter ended ~~October~~January 31, ~~2010~~2011, that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings ~~None~~In the United States, the word mark BIG CAT and the BIG CAT ENERGY CORP design marks have been opposed by Caterpillar Inc. on grounds of likelihood of confusion with and dilution of Caterpillar’s CAT mark. The opposition proceeding is in the tail end of the discovery phase at present. We have moved the Trademark Trial and Appeals Board to strike the expert witness of Caterpillar and wait on that decision. The proceeding is stayed until that decision is rendered.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds During the quarter ended January 31, 2011, the Company issued 363,334 shares of restricted common stock to non-officer employees in lieu of payment of $32,700 in salary. The Company also completed a private placement of 20,000,000 restricted shares of Big Cat common stock at $0.03 per share and warrants to purchase an additional 10,000,000 restricted shares of Big Cat common stock exercisable at $0.15 per share. The warrants have a five year term from date of issue. The Company received proceeds of $717,426 in the private placement consisting of $200,000 cash and High Plains Gas Inc. restricted common stock valued at $517,426. ~~None~~In a third transaction, during the quarter, the Company issued 3,746,069 shares of restricted common stock at $0.10 per share and warrants to purchase an additional 1,873,033 shares exercisable at $0.15 to officers, employees and a vendor in lieu of payment of debt obligations. The warrants have a five year term from date of issue. The foregoing shares were issued in reliance on exemptions from registration found in Section 4(2) and/or Regulation D under the Securities Act of 1933.

ITEM 3. Default Upon Senior Securities None

ITEM 4. Submission of Matters to a Vote of Security Holders None

ITEM 5. Other Information None

ITEM 6. EXHIBITS

Exhibits	Document Description
31.1	Section 302 Certification of Principal Executive Officer.
31.2	Section 302 Certification of Principal Financial Officer.
32.1	Section 906 Certification of Chief Executive Officer.
32.2	Section 906 Certification of Chief Financial Officer.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities and Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this ~~10th~~11th day of ~~December~~March, ~~2010~~2011.

	BIG CAT ENERGY CORPORATION

	BY:	/s/ Timothy Barritt
		Timothy Barritt, President and Principal Executive Officer

	BY:	/s/ Richard G. Stifel
		Richard G. Stifel, Principal Accounting Officer and Principal Financial Officer

23 18

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