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, ~~2011~~2012

£ 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: 67,590,403 shares of common stock, $.0001 par value as of ~~December~~March 1416, ~~2011~~2012

BIG CAT ENERGY CORPORATION

INDEX

			Page
PART 1.	FINANCIAL INFORMATION
	ITEM 1.	FINANCIAL STATEMENTS
		Condensed Balance Sheets as of October 31, 2011 (Unaudited) and April 30, 2011	3
		Condensed Balance Sheets as of January 31, 2012 (Unaudited) and April 30, 2011	3
		Condensed Statements of Operations for the three months ended October 31, 2011 and 2010, the six months ended October 31, 2011 and 2010 and for the cumulative period from June 19, 1997 (inception) through October 31, 2011 (Unaudited)	4
		Condensed Statements of Operations for the three months ended January 31, 2012 and 2011, the nine months ended January 31, 2012 and 2011 and for the cumulative period from June 19, 1997 (inception) through January 31, 2012 (Unaudited)	4
		Condensed Statements of Cash Flows for the six months ended October 31, 2011 and 2010, and for the cumulative period from June 19, 1997 (inception) through October 31, 2011 (Unaudited)	5
		Condensed Statements of Cash Flows for the nine months ended January 31, 2012 and 2011, and for the cumulative period from June 19, 1997 (inception) through January 31, 2012 (Unaudited)	5
		Condensed Statement of Shareholders’ Equity (Deficit) for the six months ended October 31, 2011 and the cumulative period from June 19, 1997 (inception) through October 31, 2011 (Unaudited)	6
		Condensed Statement of Shareholders’ Equity (Deficit) for the nine months ended January 31, 2012 and the cumulative period from June 19, 1997 (inception) through January 31, 2012 (Unaudited)	6
		Notes to Unaudited Condensed Financial Statements	7
	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
	ITEM 4T.	CONTROLS AND PROCEDURES	19
	ITEM 4.	CONTROLS AND PROCEDURES	19
PART II.	OTHER INFORMATION		2120
	ITEM 1.	Legal Proceedings	2120
	ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2120
	ITEM 3.	Default Upon Senior Securities	2120
	ITEM 4.	Submission of Matters to a Vote of Security Holders	2120
	ITEM 5.	Other Information	2120
	ITEM 6.	EXHIBITS	2120
	SIGNATURES		2221

PART I.

ITEM 1. FINANCIAL STATEMENTS.

BIG CAT ENERGY CORPORATION

(A Development Stage Company)

Condensed Balance Sheets

	October 31, 2011			April 30, 2011
	January 31, 2012			April 30, 2011
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	~~796~~11,666		$	3,806
Accounts receivable-trade		37,953			12,578
Accounts receivable-trade related parties		1,203			12,578
Inventory		19,615			19,615
Marketable securities, available for sale		2721,~~507~~203			739,180
Prepaid expenses and other current assets		~~500~~3,321			9,233
Total current assets		8657,~~371~~008			784,412
Furniture and Equipment, at cost
Equipment leased		--			1,509
Furniture and equipment, net of accumulated depreciation		54,~~060~~162			6,855
Total		54,~~060~~162			8,364
Intangible Assets, net		~~120~~119,~~460~~507			111,453
Total Assets	$	~~211~~180,~~891~~677		$	904,229
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable and accrued liabilities	$	~~323~~364,~~442~~721		$	167,159
Accounts payable-related parties		93,~~687~~300			8,294
Deferred salaries		128,250			128,250
Deferred revenue		--			6,875
Total current liabilities		~~461~~496,~~379~~271			310,578
Stockholders’ Equity (Deficit):
Common stock - $.0001 par value; 100,000,000 shares authorized; 67,590,403 shares issued and outstanding		6,759			6,759
Additional paid-in capital		12,508,825			12,508,825
Accumulated other comprehensive income (loss)		--2,935			221,754
(Deficit) incurred during the development stage		(12,~~765~~834,~~072~~113	)		(12,143,687	)
Total stockholders’ equity (deficit)		(~~249~~315,~~488~~594	)		593,651
Total Liabilities and Stockholders’ Equity	$	~~211~~180,~~891~~677		$	904,229

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~~months						(Inception)
	Ended						Ended						Through
	October 31,						October 31,						October 31,
	January 31,						January 31,						January 31,
	2011			2010			2011			2010			2011
	2012			2011			2012			2011			2012
Revenues
Sales	$	3520,000		$	--40,000		$	4767,000		$	--40,000		$	~~127~~147,000
Lease revenue		~~1,250~~--			2819,~~579~~375			6,875			5269,~~954~~375			285,625
Other		--227			--6,012			~~114~~341			--8,967			17,~~601~~828
		36,250			28,579			53,989			52,954			430,226
		20,227			65,387			74,216			118,342			450,453
Cost of ARID tools sold		~~1,006~~659			--2,845			12,~~509~~168			--2,845			1314,~~545~~204
Gross margin		3519,~~244~~568			2862,~~579~~542			5272,~~480~~048			52115,~~954~~497			~~416~~436,~~681~~249
Costs and expenses:
Personnel costs		8788,~~247~~587			~~105~~500,~~085~~773			~~170~~258,~~111~~698			~~217~~718,~~773~~546			9,~~157~~246,~~521~~108
Professional fees		3010,~~938~~386			3724,~~081~~585			3748,~~953~~339			92116,~~061~~646			~~892~~903,~~684~~070
Research and development		--			--			--			--			14,010
Selling expense		--			54106,~~960~~947			56,039			~~112~~219,~~791~~738			1,179,566
Depreciation and amortization		2,~~668~~690			2,~~383~~461			57,~~238~~927			47,~~797~~259			3739,~~054~~743
General and administrative		18,935			17,622			28,766			33,014			729,363
Other general and administrative		10,182			12,892			38,950			45,327			739,547
Operating loss		(~~104~~92,~~544~~277	)		(~~188~~585,~~552~~116	)		(~~245~~337,~~627~~905	)		(~~407~~992,~~482~~019	)		(11,~~593~~685,~~517~~795	)
Other Income (Expense)
Interest income		1			994			24			~~490~~583			124,~~386~~388
(Loss) on sale of marketable securities		--			--			(59,425	)		--			(59,425	)
Gain (loss) on sale of marketable securities		23,235			--			(36,190	)		--			(36,190	)
Valuation (loss) on marketable securities		~~(149,326~~--	)		--			(316,335	)		--			(316,335	)
Litigation proceeds		--			~~30,000~~--			--			30,000			30,000
(Loss) on valuation from private placement		--			--			--			--			(433,000	)
Loss before discontinued operations		(~~253~~69,~~869~~041	)		(~~158~~585,~~543~~022	)		(~~621~~690,~~385~~426	)		(~~376~~961,~~992~~436	)		(12,~~247~~316,~~891~~932	)
Loss on discontinued operations		--			--			--			--			(517,181	)
Net Loss	$	(~~253~~69,~~869~~041	)	$	(~~158~~585,~~543~~022	)	$	(~~621~~690,~~385~~426	)	$	(~~376~~961,~~992~~436	)	$	(12,~~765~~834,~~072~~113	)
Net loss per share, basic and dilutive	$	(0.00	)	$	(0.0001	)	$	(0.01	)	$	(0.0102	)
Weighted average number of common shares outstanding-basic and diluted		67,590,403			4357,~~844~~361,~~334~~262			67,590,403			4348,~~751~~349,~~055~~977

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,
	2011			2010			2011
	2012			2011			2012
Cash Flows From Operating Activities:
Net Loss	$	(~~621~~690,~~385~~426	)	$	(~~376~~961,~~992~~436	)	$	(12,~~765~~834,~~072~~113	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depletion, depreciation and amortization		57,~~238~~927			47,~~797~~259			3739,~~054~~743
Stock based compensation		--			28605,~~700~~206			6,470,396
Stock in lieu of payment		--			1816,~~167~~667			28,667
Contributed services and other		--			--			10,425
Cash flow from discontinued operations		--			--			833,369
Valuation loss on marketable securities		316,335			--			316,335
Loss on sale of marketable securities		5936,~~425~~190			--			5936,~~425~~190
Sale of leased equipment		1,509			--			1,509
Inventory write off		--			--			6,538
Changes in operating assets and liabilities:
Accounts receivable		(25,375	)		--			(37,953	)
Accounts receivable-trade related parties		11,375			(50,081	)		(1,203	)
Prepaid and other		87,~~733~~421			31,~~191~~624			(~~500~~1,812	)
Payables and accrued liabilities		156,283			121,497			323,442
Accounts payable and accrued liabilities		197,561			58,795			364,720
Accounts payable-related parties		1(4,~~393,~~994	)		--			93,~~687~~300
Deferred revenue		(6,875	)		(2746,~~500~~875	)		--
Deferred salaries		--			6012,000			128,250
Net cash provided by (used in)
Net cash (used in) operating activities		(125,486	)		(356,841	)		(4,599,195	)
operating activities		(104,719	)		(168,140	)		(4,578,428	)
Cash flows from investing activities:
Purchase of unproven oil and gas properties		--			--			(1,794,231	)
Purchase of inventory		--			--			(27,662	)
(Purchase) sale of inventory		--			2,012			(27,662	)
Purchase of equipment		--			--			(19,520	)
Proceeds from sale of marketable securities		~~114~~146,~~158~~631			--			~~114~~146,~~158~~631
Intangibles		(1213,~~449~~285	)		(912,~~426~~428	)		(119,~~064~~900	)
Cash used in discontinued operations		--			--			(133,757	)
Net cash provided by (used in)
Net cash provided by (used in) investing activities		133,346			(10,416	)		(1,948,439	)
investing activities		101,709			(9,426	)		(1,980,076	)
Cash flows from financing activities:
Proceeds from related party advances		--			811,000			62,618
Repayment of related party advances		--			(811,000	)		(40,036	)
Proceeds from the sale of common stock		--			--200,000			6,307,901
Payments for offering costs		--			--			(21,752	)
Cash flow provided by discontinued operations		--			--			250,569
Net cash provided by
Net cash provided by financing activities		--			200,000			6,559,300
financing activities		--			--			6,559,300
Net Increase (Decrease) in cash and cash equivalents		7,860			(167,257	)		11,666
Net Increase (Decrease) in cash and
cash equivalents		(3,010	)		(177,566	)		796
Cash and cash equivalents:
Beginning of period		3,806			192,312			--
End of period	$	~~796~~11,666		$	1425,~~746~~055		$	~~796~~11,666
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
Change in other comprehensive income (loss)	$	(~~221~~218,~~754~~819	)	$	--		$	--

See accompanying notes to condensed financial statements.

BIG CAT ENERGY CORPORATION (A Development Stage Company) Condensed Statements of Changes in Stockholders’ Equity (Deficit) For the ~~Three~~Nine Months ended ~~October~~January 31, ~~2011and~~2012 and the Cumulative Period from June 19, 1997 (Inception) Through ~~October~~January 31, ~~2011~~2012 (Unaudited)

													accumulated
	Common Stock						Additional			(Deficit) Incurred During			accumulated Other Compre- hensive
										(Deficit)			Other
	Shares			Par value $.0001			Paid-in Capital			Development Stage			Income (loss)			Total
										Incurred			Compre
							Additional			During			hensive
				Par value			Paid-in			Development			Income
	Shares			$	.0001		Capital			Stage			(loss)			Total
Balance, at Inception (June 19, 1997)
Stock issued for services upon inception at June 19, 1997 issued at par		500,000		$	50		$	–		$	–		$	--		$	50
Common stock cancelled March 2002		(500,000	)		(50	)		–			–			--			(50	)
Sale of common stock at $0.10 per share, April 2002		1,114,000			111			111,289			–			--			111,400
Contributed services (January 2000 through April 2003)		–			–			10,425			–			--			10,425
Cumulative net (loss)		–			–			–			(132,543	)		--			(132,543	)
Balance, April 30, 2005		1,114,000			111			121,714			(132,543	)		--			(10,718	)
Sale of common stock (March through April 2006) at $0.05 per share		7,400,000			740			369,260			–			--			370,000
Sale of common stock (March 2006 at $0.01 per share		2,500,000			250			24,750			--			--			25,000
Common stock issued in exchange for assets		12,450,000			1,245			22,745			--			--			23,990
Net (loss)		–			–			–			(145,182	)		--			(145,182	)
Balance, April 30, 2006		23,464,000			2,346			538,469			(277,725	)		--			263,090
Sale of common stock (May through June 2006) at $0.50 per share		4,065,000			407			2,032,093			–			--			2,032,500
Sale of common stock (January 2007) at $0.75 per share		2,012,000			201			1,508,799			–			--			1,509,000
Offering costs		–			–			(21,752	)		–			--			(21,752	)
Contributed capital		–			–			22,582			–			--			22,582
Stock-based compensation		–			–			1,840,000			–			--			1,840,000
Net (loss)		–			–			–			(2,639,221	)		--			(2,639,221	)
Balance, April 30, 2007		29,541,000			2,954			5,920,191			(2,916,946	)		--			3,006,199
Sale of common stock (October 2007) at $1.00 per share		500,000			50			499,950			–			--			500,000
Sale of units (April 2008) at $0.50 per unit		1,000,000			100			499,900			–			--			500,000
Spin off Sterling subsidiary		–			–			(844,050	)		–			--			(844,050	)
Stock-based compensation		–			–			2,360,000			–			--			2,360,000
Net (loss)		–			–			–			(4,378,294	)		--			(4,378,294	)
Balance, April 30, 2008		31,041,000			3,104			8,435,991			(7,295,240	)		--			1,143,855
Sale of units (May 2008) at $0.50 per unit		1,000,000			100			499,900			--			--			500,000
Stock based compensation		--			--			1,543,625			--			--			1,543,625
Net (loss)		--			--			--			(2,664,180	)		--			(2,664,180	)
Balance, April 30, 2009		32,041,000			3,204			10,479,516			(9,959,420	)					523,300
Sale of units (July 2009) at $0.05 per unit		10,000,000			1000			499,000			--			--			500,000
Sale of units (April 2010) at $0.05 per unit		1,200,000			120			59,880			--			--			60,000
Sale of units (April 2011) at $0.05 per unit		1,200,000			120			59,880			--			--			60,000
Stock in lieu of payment at $0.05 per share		240 000			24			11,976			--			--			12,000
Stock based compensation		--			--			121,565			--			--			121,565
Net (loss)		--			--			--			(1,050,294	)		--			(1,050,294	)
Balance, April 30, 2010		43,481,000			4,348			11,171,937			(11,009,714	)		--			166,571
Balance, April 30, 2011		43,481,000			4,348			11,171,937			(11,009,714	)		--			166,571
Stock in lieu of payroll at $0.09 per share		363,334			36			32,664			--			--			32,700
Stock in lieu of payroll at $0.10 per share		3,579,402			358			357,582			--			--			357,940
Stock in lieu of payment at $0.10 per share		166,667			17			16,650			--			--			16,667
Unrealized gain on marketable securities		--			--			--			--			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)		--			--			--			(1,133,973	)		--			(1,133,973	)
Balance, April 30, 2011		67,590,403			6,759			12,508,825			(12,143,687	)		221,754			593,651
Unrealized (loss) on marketable securities		--			--			--			--			(~~221~~218,~~754~~819	)		(~~221~~218,~~754~~819	)
Net (loss)		--			--			--			(~~621~~690,~~385~~426	)		--			(~~621~~690,~~385~~426	)
Balance October 31, 2011		67,590,403		$	6,759		$	12,508,825		$	(12,765,072	)	$	--		$	(249,488	)
Balance January 31, 2012		67,590,403		$	6,759		$	12,508,825		$	(12,834,113	)	$	2,935		$	(315,594	)

See accompanying notes to condensed financial statements.

BIG CAT ENERGY CORPORATION

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

Note 1: Presentation, Organization and Nature of Operations

Presentation

The accompanying unaudited financial statements of Big Cat Energy Corporation (the “Company”) at ~~October~~January 31, ~~2011~~2012 and ~~2010~~2011 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, 2011. 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 period ended ~~October~~January 31, ~~2011~~2012 and ~~2010~~2011 presented are not necessarily indicative of the results to be expected for the full year. The April 30, 2011 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, 2011.

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 Company is in the development stage in accordance with FASB Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company has been in the development stage since inception and has yet to generate any significant revenue-producing operations. Activities since its inception have primarily involved its organization, development of the Company and more recently, its ARID initiative. The Company's technology is designed primarily for the Coal Bed Methane (CBM) industry and is suited for use in new well drilling or the bringing into production of wells that are currently idle. Due to the current and historically low natural gas prices, there has been limited new well drilling programs and no significant amounts of restoring idle wells back into production since 2007. These factors combined with a limited sales area, as CBM is primarily produced in the Rocky Mountain area (mostly in Wyoming), have contributed to the low sales/lease activity experienced by the Company.

Note 2: Liquidity

Going Concern

As of ~~October~~January 31, ~~2011~~2012, the Company had a working capital deficit of $~~375~~439,~~008~~263 and stockholders’ deficit of $~~249~~315,~~488~~594. 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 and requires continued funding from investors and the success of pending project proposals. This funding would be used for operations, for working capital, as well as business expansion during the current fiscal year. The Company can provide no assurance that additional investor funds will be available on terms acceptable to the Company or that project proposals will be accepted. 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: Summary of 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 2012 $71,~~054~~794 (remaining period)

FY 2013 $7,~~224~~195

FY 2014 $7,~~224~~195

FY 2015 $7,~~224~~195

FY 2016 $7,~~224~~195

Thereafter $8488,~~510~~933

The Company accounts for intangibles in accordance with ASC 350, Intangible-Goodwill and Other. The Company evaluates intangibles, at a minimum, on an annual basis and whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. Impairment of intangibles is tested by comparing the carrying amount to the fair value. The fair values are estimated using ~~discounted~~undiscounted projected net cash flows. If the carrying amount exceeds its fair value, intangibles are considered impaired and a second step is performed to measure the amount of impairment loss, if any. The Company evaluates the impairment of intangibles as of the end of each fiscal year or whenever events or changes in ~~circumstances~~ circumstances indicate that an intangible asset’s carrying amount may not be recoverable. These circumstances include:

·	a significant decrease in the market value of an asset;

·	a significant adverse change in the extent or manner in which an asset is used; or

·	an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset.

The Company did not recognize an impairment expense related to intangible assets during the ~~periods~~nine months ended ~~October~~January 31, ~~2011~~2012 or ~~2010~~2011.

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 had two leasing customers and three leasing customers during the periods ended ~~October~~January 31, ~~2011~~2012 and ~~2010~~2011, respectively. The Company had ~~two~~three purchasers of the ARID tool during the ~~period~~nine months ended ~~October~~January 31, 2012 compared to one for the same period in 2011.

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, ~~2011~~2012 or ~~2010~~2011. 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, ~~2011~~2012 or ~~2010~~2011.

Fair Value of Financial Instruments – The Company’s financial instruments consist of cash and cash equivalents, marketable securities, accounts receivable and accounts ~~payable~~payables. The fair market value of cash ~~these~~and ~~financial~~cash ~~instruments~~equivalents, accounts receivable and payable approximates or is equal to the book value due to the short term nature of these balances. The Company determines the value of marketable securities based on the quoted price in active markets.

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

Stock-Based Compensation – The Company accounts for stock-based compensation arrangements in accordance with ASC 718, Compensation-Stock Compensation, which permits entities to recognize as expense over the vesting period, the fair value of all stock-based awards on the date of grant. The Company recorded no expense for stock-based compensation for the ~~six~~nine months ended ~~October~~January 31, ~~2011~~2012 compared to $28605,~~700~~206 for the same period in ~~2010~~2011.

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 ~~six~~nine months ended ~~October~~January 31, ~~2011~~2012 or ~~2010~~2011.

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, ~~2011~~2012 the Company had options issued to purchase 4,135,000 shares and warrants issued to purchase 18,173,033 shares that would be potentially dilutive. At ~~October~~January 31, ~~2010~~2011, the Company had options issued to purchase 34,~~935~~135,000 shares and warrants issued to purchase 820,~~300~~173,~~000~~033 shares that would be potentially dilutive. The options and warrants outstanding were excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutive as of those dates.

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 a Current Liability for those amounts paid for lease commitments for the next 12 months and a Long Term Obligation for those amounts in excess of 12 months. At ~~October~~January 31, ~~2011~~2012 the Company has recorded no amount as a Current or Long Term Liability for deferred revenue as no ARID tools are currently under lease.

The Company sells ARID tools and revenue is recognized on the tool sales when the ARID tools have been delivered to the customer.

Warranty accrual – ASC 450 requires companies to accrue for warranty exposure based on reasonable estimates of the amount incurred based on historical data, the Company has accrued no costs for warranty resolution as of ~~October~~January 31, ~~2011~~2012 and April 30, 2011.

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: Fair Value Measurements:

ASC 820 establishes a fair value hierarchy which prioritizes the inputs used in measuring fair value into three broad levels as follows:

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

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

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

ASC 820 requires the use of observable market data if such data is available without undue cost and effect.

	~~Fair Value Measurements at Reporting Date Using~~	Fair Value Measurements at Reporting Date Using
Description	~~October 31, 2011~~	~~Quoted~~January ~~Prices~~31, ~~in Active Markets for Identical Assets (Level 1)~~2012	~~Significant Other Observable Inputs (Level 2)~~	~~Significant Unobservable Inputs (Level 3)~~	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	~~$27,507~~	$~~27,507~~	$021,203	$0	$	21,203	$	0	$	0
Total	~~$27,507~~	$~~27,507~~	$021,203	$0	$	21,203	$	0	$	0

Note 5: Marketable Securities:

Cost and fair value of available for sale securities at ~~October~~January 31, ~~2011~~2012 are as follows:

		Cost				Unrealized Gains/ Losses				~~Realized~~Valuation ~~Losses~~(loss) on marketable securities				Fair Value
Shares of High Plains Gas, Inc.		$	~~343~~337,~~842~~538				--			$	(316,335	)		$	2721,~~507~~203

In accordance with ASC 320, Investments – Debt and Equity Securities, we have considered the reported operating losses of High Plains Gas, Inc. and other internal factors in our evaluation of whether the valuation loss on the shares as of ~~October~~January 31, ~~2011~~2012 is other than temporary. Based on High Plains Gas, Inc.’s negative working capital, significant reported losses and continued decline in share market price, we have concluded that as of ~~October~~January 31, ~~2011~~2012, the decline in share valuation is other than temporary and we have recognized the valuation loss of $316,335, in our ~~six~~nine month operating loss as of ~~October~~January 31, ~~2011~~2012.

Note 6: Shareholders’ Equity

Private Offerings

During the ~~six~~nine months ended ~~October~~January 31, ~~2011~~2012, there were no stock transactions by the Company.

During the six months ended October 31, 2010, the Company issued 363,334 shares of restricted common stock to non-officer employees in lieu of payment of $18,167 in salary.

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.

During the nine months 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. As a second transaction, the Company completed a private placement of 20,000,000 restricted shares of Big Cat common stock at $0.03 per share and warrants to purchase an additional 10,000,000 restricted shares of Big Cat common stock exercisable at $0.15 per share. The warrants have a five year term from date of issue. The Company received proceeds of $717,426 in the private placement consisting of $200,000 cash and High Plains Gas Inc. restricted common stock valued at $517,426. As a third transaction, the Company issued 3,746,069 shares of restricted common stock at $0.10 per share and warrants to purchase an additional 1,873,033 shares exercisable at $0.15 to officers, employees and a vendor in lieu of payment of salary and vendor obligations. The warrants have a five year term from date of issue. The Company recognized non-cash salary expense of $369,607 for the fair value of the stock issued.

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 7: 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 granted on December 31, 2008 became exercisable on December 31, 2009 and expire on December 31, 2014. During Fiscal ~~2010~~2011 the Board of Directors granted options to purchase 410,000 shares to outside directors and key employees of the Company, effective January 4, ~~2010~~2011. The exercise price of the options was $0.15, the closing price of Company shares on January 4, ~~2010~~2011. The options granted on January 4, ~~2010~~2011 became exercisable on January 4, 2011 and expire on January 4, 2015. Also during Fiscal ~~2010~~2011, 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~~January 31, ~~2011~~2012, and ~~2010~~2011 the outstanding options are fully vested, however, the agreement only allows for a certain number of options to be exercised each year through January 4, 2015. 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.

Note 8: Income Tax

The Federal net operating loss (“NOL”) carryforward of the Company totaling approximately $5,~~245~~314,000 as of ~~October~~January 31, ~~2011~~2012 expires on various dates through ~~2031~~2032. 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 a 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 9: Related Party Transactions

During the ~~six~~nine months ended ~~October~~January 31, ~~2011~~2012, TYVO, a company owned by Tim Barritt CEO, President and a Director of the Company, made insurance payments on behalf of the Company. At ~~October~~January 31, ~~2011~~2012, the Company recorded an accrued liability to TYVO of $73,~~068~~300 on the accompanying balance sheet. The Company had no accrued liability to TYVO at April 30, 2011.

12 During the nine months ended January 31, 2012, Sterling Oil & Gas Company (“Sterling”), an affiliate of Big Cat, paid $2,100 of operating expense on behalf of Big Cat, also during the three months ended January 31, 2012, the Company paid Sterling $2,619 for outstanding accounts payable. As of January 31, 2012 the Company had no liability to Sterling and April 30, 2011 a total of $8,294 was due to Sterling and has been included in the accounts payable-related parties on the accompanying balance sheet.

During the ~~six~~nine months ended ~~October~~January 31, ~~2011~~2012, ~~Sterling~~the ~~Oil & Gas~~ Company ~~(“Sterling”),~~collected ~~an affiliate of Big Cat, paid~~ $211,~~100~~375 offrom ~~operating~~High ~~expense~~Plains ~~on behalf of Big Cat~~Gas, ~~also~~Inc. ~~during~~(“High ~~the three months ended October 31, 2011, the Company paid Sterling $7,775 for outstanding accounts payable~~Plains”). As of ~~October~~January 31, ~~2011and~~2012 and April 30, 2011, a total of $21,~~619~~203 and $812,~~294,~~578 ~~respectively~~ is due tofrom ~~Sterling~~High Plains and has been ~~included~~recorded in the accounts ~~payable~~receivable-~~related~~trade ~~parties~~ on the accompanying balance sheet. High Plains presently owns 38.8% of the Company’s common stock and High Plains’ COO is a member of the Company’s Board of Directors.

~~During~~For the ~~six~~nine months ended ~~October~~January 31, 2011, the ~~Company~~officers ~~collected~~of ~~$11~~the company provided management services to its affiliated company,~~256~~ ~~from~~Sterling ~~High~~Oil ~~Plains~~& Gas, ~~Inc~~Company. ~~(“High~~The ~~Plains”).~~Company Asdid ofnot ~~October~~record ~~31,~~any ~~2011~~income ~~and~~from ~~April~~Sterling ~~30,~~for ~~2011,~~these aservices. ~~total~~The ofCompany ~~$1,322~~also ~~and~~retained ~~$12,578~~Wharton isConsulting ~~due~~to ~~from~~provide ~~High~~marketing ~~Plains~~service ~~and~~to ~~has~~the ~~been~~Company. ~~recorded~~Thomas inE, ~~the~~Wharton, ~~accounts~~was ~~receivable-trade~~a onDirector for the ~~accompanying~~Company ~~balance~~through ~~sheet.~~December ~~High~~31, ~~Plains~~2011, ~~presently~~is ~~owns~~the ~~38.8%~~managing partner of ~~the~~Wharton Consulting. The Company’s ~~common~~recorded ~~stock~~consulting ~~and~~fees ~~High~~to ~~Plains’~~Mr. ~~COO~~Wharton isand aWharton ~~member~~Consulting of $36,000 for the ~~Company’s~~nine ~~Board~~months ofended ~~Directors~~January 31, 2011.

~~For~~During the ~~six~~nine months ended ~~October~~January 31, ~~2010~~2011, the ~~officers~~Company ofborrowed ~~the company provided management services to its affiliated company~~$11,000 ~~Sterling Oil & Gas Company. The Company did not record any income~~ from ~~Sterling~~Raymond ~~for~~Murphy, ~~these~~an ~~services.~~officer ~~The~~and ~~Company~~Director ~~also~~of ~~retained Wharton Consulting to provide marketing service to~~ the Company. ~~Thomas~~The E,funds ~~Wharton,~~were aused ~~Director~~ for ~~the~~operating ~~Company,~~expenses isand ~~the~~were ~~managing~~reimbursed ~~partner of Wharton Consulting. The Company recorded consulting fees~~ to Mr. ~~Wharton~~Murphy ~~and~~by ~~Wharton~~the ~~Consulting~~end of ~~$36,000 for~~ the ~~three months ended October 31, 2010~~period.

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 10: Subsequent Events

Management has evaluated all activity of the Company and concluded no subsequent events have occurred that would require disclosure.

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 include 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.

Additional factors may exist that could adversely affect our business and financial performance as reported in this report. 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 contained 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 operation discussed below in this report for the ~~six~~nine months ended ~~October~~January 31, ~~2011~~2012, reflects the operations of our current business which is to sell the ARID tool and process to oil and gas companies.

Currently, we are not leasing any ARID tools and have sold thirteen ARID tools since inception, seven of which were lease buyouts and six for installation in new or stranded CBM (coal bed methane) gas well bores in the Powder River Basin of Wyoming. The Company had seven leases expire in December 2011.

Currently, we are not leasing any ARID tools and have sold eleven ARID tools since inception, seven of which were lease buyouts and four for installation in new or stranded CBM (coal bed methane) gas well bores in the Powder River Basin of Wyoming. The Company had seven leases expire in December 2011.

The ARID In-bore Aquifer Recharge Injection System has been selected as the water handling component for a proof of concept project to enhance the public water supply in the Southwestern United States. The project team includes, among others, a major university and a US Federal Agency. The project involves the collection and re-injection of a combined solution of treated brine water and drinking water into existing drinking water aquifers to enhance and preserve the public drinking water supply for future use.

Big Cat has executed a Distribution Agreement with WellDog, Inc. to be Big Cat’s exclusive distributor of the ARID technology in Australia, China, Indonesia and Germany, effective April 2011. To date, we have not realized any sales through WellDog.

Big Cat is negotiating a sale of 15 ARID tools to High Plains Gas Inc., a related party; however the current limited liquidity of High Plains has delayed the consummation of the agreement.

Fulfillment of the above opportunities and new business may require additional working capital. The Company is currently exploring potential financing options, including private placement and debt opportunities, to provide for the Company’s potential future cash flow requirements. We also expect to liquidate our marketable securities to fund continued operations.

Patents and Trademarks

Patent Status:

In the United States the Company has two pending regular patent applications before the United States Patent Office (“USPTO”) US12/291108 and US12/927,621 and one application on which US Patent No. 8,056,626 recently issued. The first application claims the use of a single device for water handling in a well bore and the second application claims methods of using a single device for water handling. As to each of the pending applications, we have recently received an office action onfor which we ~~must~~submitted ~~submit~~ a response byto ~~the~~in ~~end of~~ December 2011.

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

In Canada, the Company has received allowance of its patent applications. The Company has made payment of the issuance fee. The hard copy patent ~~should~~was be received byin ~~the end of~~ December 2011.

In Australia, the Company has one pending regular patent application. We have demanded normal examination of the application and received and responded to the second office action on the merits on September 23, 2011.

Trademark Status:

In the United States, the Certification of Registration for the ARID mark was issued on January 12, ~~2010~~2011 and will remain in effect for 10 years.

Also, in the United States, the word mark BIG CAT and the BIG CAT ENERGY CORP. and 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 Company and its trademark counsel do not anticipate a loss exposure, financial or other, to the Company as a result of this proceeding.

Results of Operations

Three Months Ended ~~October~~January 31, ~~2011~~2012 Compared to Three Months Ended ~~October~~January 31, ~~2010~~2011

We reported a net loss for the three months ended ~~October~~January 31, ~~2011~~2012 of $~~253~~69,~~869~~041 compared with a net loss of $~~158~~585,~~543~~022 during the three months ended October 31, ~~2010~~2011. The net loss for the three months ended ~~October~~January 31, ~~2011~~2012, included a ~~non-cash~~gain ~~valuation loss~~ on marketable securities of $~~149~~23,~~326~~235. 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, which included 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.

We recognized revenues of $3620,~~250~~227 during the three months ended ~~October~~January 31, ~~2011~~2012, as compared to $2865,~~579~~387 during the same period in ~~2010~~2011. Revenues during the ~~2011~~2012 period were from the sale of two ARID tools ~~and the lease of one tool~~, while revenues during the ~~2010~~2011 period were from the lease of fourteen ARID tools and the sale of four ARID tools.

We recorded personnel costs of $8788,~~247~~587 during the three month period ended ~~October~~January 31, ~~2011~~2012, as compared to $~~105~~500,~~085~~773 during the same period in ~~2010~~2011. ~~The~~We ~~decrease~~recorded ~~was~~a ~~due~~stock tobased acompensation ~~reduction~~charge infor ~~salaries~~stock ~~effective~~options, ~~April~~restricted 1,common ~~2011~~stock and awarrants ~~reduction~~issued into ~~staff~~management ~~effective~~of ~~July 15~~$137,957 ~~2011.~~for Asthe ~~noted~~three ~~above,~~month weperiod ~~recorded~~ended aJanuary ~~stock~~31, ~~based~~2011. ~~compensation~~We ~~charge~~recorded non-cash salary expense of $14247,~~350~~376 for ~~the~~stock ~~three~~issued ~~month~~in ~~period~~lieu ~~ended~~of ~~October~~payment ~~31,~~of ~~2010~~these salaries.

We incurred professional fees of $3010,~~938~~386 during the three month period ended ~~October~~January 31, ~~2011~~2012, as compared to $3724,~~081~~585 during the same period ~~2010~~2011. Professional fees include legal and accounting fees incurred for regulatory filings.

We did not incur any selling costs for the three months ended ~~October~~January 31, ~~2011~~2012 due to the reduction in staff of our sales person and permitting person effective July 15, 2011, as compared to $54106,~~960~~947 for the same period in ~~2010~~2011.

Our other general and administrative costs were $1810,~~935~~182 during the three month period ended ~~October~~January 31, ~~2011~~2012, as compared to $1712,~~622~~892 during the same period in ~~2010~~2011. The major component of other general and administrative costs is insurance expense and travel and entertainment in both years.

WeNine ~~received~~months ~~litigation~~Ended ~~proceeds~~January ~~of $30~~31,~~000~~ ~~during~~2012 ~~the~~Compared ~~three~~to ~~month~~Nine ~~period~~months ~~ended~~Ended ~~October~~January 31, ~~2010, that have been recorded per ASC 450.~~2011

We reported a net loss for the nine months ended January 31, 2012 of $690,426 compared with a net loss of $961,436 for the same period in 2011. The net loss for the nine months ended January 31, 2012, included a non-cash valuation loss on marketable securities of $316,335 and a loss on the sales of marketable securities of $36,190. The net loss for the nine months ended January 31, 2011 included $605,206 attributable to non-cash consideration related to the issuance of stock options, restricted common stock and warrants to management compared to $107,215, which also include warrants issued to a consultant.

We recognized revenues of $74,216 during the nine months ended January 31, 2012, as compared to $118,342 during the same period in 2011. Revenues during the 2012 period were from the sale of five ARID tools and the lease of three tools, while revenues during the 2011 period were from the lease of fourteen ARID tools and the sale of four ARID tools.

~~Six~~We ~~Months~~recorded ~~Ended~~personnel ~~October~~costs of $258,698 during the nine month period ended January 31, 2012, as compared to $718,546 during the same period in 2011. ~~Compared~~We recorded a stock based compensation charge for options, restricted common stock and warrants issued to ~~Six~~officers, ~~Months~~BOD ~~Ended~~members ~~October~~and employees of $214,566 for the nine month period ended January 31, ~~2010~~2011. During the nine months ended January 31, 2011 we recorded non-cash salary expense of $407,307 for stock issued in lieu of payment of these salaries.

We ~~reported~~incurred aprofessional ~~net~~fees ~~loss~~of ~~for~~$48,339 during the ~~six~~nine ~~months~~month period ended ~~October~~January 31, ~~2011~~2012 ofas ~~$621,385~~ compared ~~with~~to ~~a net loss of~~ $~~376~~116,~~992~~6461 ~~for~~during the same period ~~in 2010~~2011. The ~~net~~decrease ~~loss~~was ~~for~~due to the ~~six~~cancellation ~~months ended October 31, 2011, included a non-cash valuation loss on marketable securities~~ of ~~$316,335 and~~ a ~~loss~~consulting onagreement ~~the~~with ~~sales~~Wharton ~~of marketable securities of $59,425~~Consulting. ~~The~~Professional ~~net~~fees ~~loss~~include ~~for~~legal ~~the~~and ~~six~~accounting ~~months~~fees ~~ended~~incurred ~~October~~for ~~31,~~regulatory ~~2010 included $28,700 attributable to non-cash consideration related to the issuance of stock options to management~~filings.

We ~~recognized~~incurred ~~revenues~~selling expense of $5356,~~989~~039 ~~during~~for the ~~six~~nine ~~months~~month period ended ~~October~~January 31, ~~2011,~~2012 as compared to $52219,~~954~~738 ~~during~~for the same period in ~~2010~~2011. ~~Revenues~~The ~~during~~reduction ~~the~~is ~~2011~~due ~~period~~to ~~were~~no ~~from~~selling ~~the~~expense ~~sale~~being ofrecorded ~~three~~in ~~ARID~~the ~~tools~~six ~~and~~months ~~the~~August ~~lease~~2011 ofthrough ~~three~~January ~~tools~~31, ~~while~~2012 ~~revenues~~due ~~during~~to the ~~2010~~reduction ~~period~~in ~~were~~staff ~~from~~of ~~the~~our ~~lease~~sales ofperson ~~fourteen~~and ~~ARID~~permitting ~~tools~~person effective July 15, 2011.

WeOur ~~recorded~~general ~~personnel~~and administrative costs ofwere $~~170~~38,~~111during~~950 during the ~~six~~nine month period ended ~~October~~January 31, ~~2011~~2012, as compared to $~~217~~45,~~773~~327 during the same period in ~~2010~~2011. WeThe ~~recorded~~major acomponent ~~stock based compensation charge~~ of ~~$28,700~~other general and aadministrative ~~non-cash~~ expense ~~for~~is ~~options~~insurance ~~issued~~and totravel ~~management~~and ~~of $18,167 for the six month period ended October 31, 2010~~entertainment.

We ~~incurred~~received ~~professional~~litigation ~~fees~~proceeds of $3730,~~953~~000 during the ~~six~~nine month period ended ~~October~~January 31, 2011 ~~as compared to $92~~,~~061~~ ~~during~~that ~~the~~have ~~same~~been ~~period~~recorded ~~2010.~~as ~~The~~revenue ~~decrease~~per ~~was~~ASC ~~due to the cancellation of a consulting agreement with Wharton Consulting~~450. ~~Professional fees include legal and accounting fees incurred for regulatory filings.~~

We incurred selling expense of $56,039 for the six month period ended October 31, 2011 compared to $112,791 for the same period in 2010. The reduction is due to no selling expense being recorded in the three months ended October 31, 2011 due to the reduction in staff of our sales person and permitting person effective July 15, 2011.

Our general and administrative costs were $28,766 during the six month period ended October 31, 2011, as compared to $33,014 during the same period in 2010. The major component of other general and administrative expense is insurance and travel and entertainment.

We received litigation proceeds of $30,000 during the six month period ended October 31, 2010, that have been recorded per ASC 450.

Liquidity and Capital Resources

As of ~~October~~January 31, ~~2011~~2012 we had a working capital deficit of $~~375~~439,~~008~~263; therefore, we ~~may~~will need to seek additional sources of capital for the coming year. Based on the current cash flow needs of the Company and assuming salaries will continue to not be paid, the Company has approximately 3-5 months of cash flow available. The Company will need to find additional sources of cash to continue operations after that period.

Cash used in operating activities was $~~104~~125,~~719~~486 for the ~~six~~nine months ended ~~October~~January 31, ~~2011~~2012, compared to cash used in operating activities of $~~168~~356,~~140~~841 for the ~~six~~nine months ended ~~October~~January 31, ~~2010~~2011. For the ~~six~~nine months ended ~~October~~January 31, ~~2011~~2012, cash used in operations is primarily from our operating loss offset by a non-cash valuation loss on marketable securities of $316,335. ~~For~~In the ~~six~~nine ~~months~~month period ended ~~October~~January 31, ~~2010,~~2011 cash used inby operations was principally ~~from~~attributed to our net loss offset by our non-cash compensation expense of $28605,~~700~~206, and non-cash stock issued in lieu of ~~payments~~payment of $1816,~~167~~667.

Cash flows provided by investing activities were $~~101~~133,~~709~~346 for the ~~six~~nine months ended ~~October~~January 31, ~~2011~~2012, primarily from the sale of marketable securities compared to cash used in investing activities of $910,~~426~~416 for the ~~six~~nine months ended ~~October~~January 31, ~~2010~~2011.

There were no cash flows from financing activities for the nine months ended January 31, 2012 and 2011. Cash flows from financing activities were $200,000 for the nine months ended January 31, 2011. Cash from financing was from the private placement of our stock in the period ending January 31, 2011.

~~There~~During ~~were~~the nonine months 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 ~~flows~~and High Plains Gas Inc. restricted common stock valued at $517,426. The Company issued 3,746,069 shares of restricted common stock at $0.10 per share and warrants to purchase an additional 1,873,033 shares exercisable at $0.15 to officers, employees and a vendor in lieu of payment of salary and vendor obligations. The warrants have a five year term from ~~financing~~date ~~activities~~of issue. The Company recognized non-cash salary expense of $369,607 for the ~~six~~difference ~~months~~between ~~ended~~the ~~October~~fair ~~31,~~value ~~2011~~of the stock issued and ~~2010~~the accrued salaries relieved.

During the six months ended October 31, 2010, the Company issued 363,334 shares of restricted common stock to non-officer employees in lieu of payment of $18,167 in salary.

There were no financing transactions for the six months ended October 31, 2011 or 2010.

Financial Instruments and Other Information

As of ~~October~~January 31, ~~2011~~2012 and April 30, 2011, we had cash and cash equivalents, marketable securities, 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 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. Actual results may differ from these estimates under different assumptions or conditions.

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.

Intangible Assets

We evaluate intangibles, at a minimum, on an annual basis and whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. Impairment of intangibles is tested by comparing the carrying amount to the fair value, which is estimated using discounted projected cash flows.

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, ~~2011~~2012 and April 30, 2011, there were no off –balance sheet arrangements.

ITEM 4T4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Based on an evaluation required by paragraph (b) of §240.13a–15 of the effectiveness of the registrant's disclosure controls and procedures (as defined in §240.13a–15(e)), the Company’s principal executive officer and principal financial officer concluded that, as of ~~October~~January 31, ~~2011~~2012 and April 30, 2011, its disclosure controls and procedures are not effective as described below.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934. The framework used by management to evaluate the effectiveness of the registrant's internal control over financial reporting as required by paragraph (c) of §240.13a–15 is the COSO Internal Control – Integrated Framework. Based on management’s assessment, management concluded that the Company internal control over financial reporting is not effective as of ~~October~~January 31, ~~2011and~~2012 and April 30, 2011 due to the existence of significant deficiencies constituting a material weakness, as ~~described~~ described below.

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report is not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.

LIMITATIONS ON EFFECTIVENESS OF CONTROLS

Our Principal Executive Officer and Principal Financial Officer do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additional controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

MATERIAL WEAKNESS IDENTIFIED

A material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with the preparation of our financial statements for the year ended April 30, 2011 and period ended ~~October~~January 31, ~~2011~~2012, certain significant deficiencies in internal control became evident to management that represent a material weakness. The Company has experienced an increasing complexity in its transactions as related to ASC 605, Revenue Recognition and ~~this~~with respect to equity transactions. This complexity resulted in significant adjustments to the accounting records underlying the financial statements. Management corrected all misstatements prior to the release of the Company’s financial statements. Management intends to engage third party consultants to assist management with complex transactions in future periods.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There were no changes in the Company’s internal control over financial reporting that materially affected, or were reasonably likely to materially affect, the Company’s internal control over financial reporting during the quarter ended ~~October~~January 31, ~~2011~~2012.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings None

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds None

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.

2120

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 ~~14th~~___ day of ~~December~~March, ~~2011~~2012.

	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

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