UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

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

For the fiscal year ended February 28, 2010

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

For the transition period from _______ to_________

Commission file number 000-52959

Sterling Oil & Gas Company

(Name of small business issuer in its charter)

Nevada 20-8999059

(State of Incorporation) (I.R.S. Employer Identification No.)

121 W. Merino St

PO Box 500

Upton, WY 82730

(307) 468-9368

Securities Registered Pursuant to Section 12(g) of the Act:

	Title of Each Class	Name of Each Exchange on which Registered
	Common Stock, $.00001 par value	None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [√] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act [ ] Yes

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [√ ] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [√ ] Yes [ ] 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 [ ] Smaller reporting company [√]

(do not check if a 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 [√ ]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates: by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, $121,141.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 15,925,000 shares of common stock, $.00001 par value as of May 29, 2010

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 (“Securities Act”). The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None

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TABLE OF CONTENTS

	Page

PART I
Item 1. Business	4
Item 2. Properties	12
Item 3. Legal Proceedings	13
Item 4. Submission of Matters to a Vote of Security Holders	13

PART II
Item 5. Market for Common Stock and Related Stockholder Matters	13
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 8. Financial Statements	18
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	34
Item 9A (T). Controls and Procedures	34


PART III
Item 10. Directors, Executive Officers, and Corporate Governance	34
Item 11. Executive Compensation	37
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	38
Item 13. Certain Relationships and Related Transactions and Director Independence	39
Item 14. Principal Accounting Fees and Services	39

PART IV
Item 15. Exhibits	41

Signatures	42

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PART I

ITEM 1. BUSINESS.

General Development of the Business

We were incorporated on May 1, 2007 as a Nevada corporation. In connection with our incorporation our then parent company, Big Cat Energy Corporation (“Big Cat”), transferred to us oil and gas prospects located in the states of Montana and Wyoming (See “Undeveloped Oil and Gas Properties, Leasehold Interests.” and “Item 2. Properties”). Thereafter, on June 8, 2007, we completed a private offering of 5,000,000 units for a total consideration of $250,000, with each unit consisting of one share of common stock and one warrant to purchase a half share of our common stock. During the year ended February 28, 2009, the Company sold 925,000 units in a registered public offering for $.20 per unit, each unit consisting of one registered free trading share of its common stock and one warrant to purchase one registered share of free trading common stock exercisable at $.50 per share. The Company received proceeds of $185,000 from the sale of units. The offering was made pursuant to Form S-1, Post Effective Amendment 3, which became effective on July 14, 2008. The focus of our business is oil and gas assessment and, if warranted, exploration of our prospects.

Our principal executive office is located at 121 W. Merino St., Upton, WY 82730. Our telephone number is (307) 468-9368. Our fiscal year end is the last day of February. We have not conducted any market research into the likelihood of success of our operations in the oil and gas industry. We have no revenues and have incurred losses since inception. The information contained herein is forward looking.

Narrative Description of the Business

Undeveloped Oil and Gas Properties, Leasehold Interests

During the fiscal year ended February 29, 2008, Big Cat Energy Corporation, then the parent corporation of the Company, transferred approximately 77,076 undeveloped net mineral acres in the Powder River Basin of Montana and Wyoming to the Company in exchange for 10,000,000 shares of Sterling common stock. (see “Recent Sales of Unregistered Securities” for additional information). We may conduct exploration on one or more of our leasehold interests. There is, however, no assurance that we will. Any exploration of these properties is subject to finding adequate funding to do such exploration. In addition, we may conduct our own field tests on one or more of our properties.

During the fiscal year ended February 28, 2009, the Company decided not to continue to pay the delay rentals on the leases in Custer and Rosebud counties of Montana and abandoned those leases. These leases were impaired in a prior fiscal year. As a result, the Company wrote off $516,000 of leasehold cost against its impairment reserve with no effect on operations.

During the year ended February 28, 2009, the Company reviewed its oil and gas leaseholds and based on the sale of its interest in Cedar Resources, and additional information, the Company recorded an impairment of $428,855 on its leasehold interests.

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During the year ended February 28, 2010, the Company completed a review of its oil and gas leaseholds and elected not to pay delay rentals on certain leases in the Powder River Basin of Montana and therefore abandoned the leases. The effect of abandonment of these leases was a reduction of 9,991 net mineral acres leaving the Company with 11,701 net mineral acres, which is considered a significant reduction in our oil and gas properties. As a result, the Company incurred abandonment expense of $228,482. In addition, the Company reviewed its remaining oil and gas leaseholds and based on current gas prices and the remaining lease terms recorded impairment of $67,400. Total abandonment and impairment charges for the year ended February 28, 2010 was $295,882.

The Company and its then parent Big Cat entered into a Consultation Services Agreement effective October 15, 2007 with American Oil & Gas Corporation (“Consultant”), a private oil and gas consulting company, with respect to the Company’s oil and gas exploration and development business. The agreement provided that Consultant would assess potential oil and gas projects for the Company and that the consultant could purchase up to a 10% working interest in the projects evaluated. Effective September 2009, the Company suspended indefinitely all consulting activity by the consultant, due to cash flow concerns.

Regulatory Matters

The Company has not produced oil and gas. However the information below regarding existing and potential regulation of oil and gas exploration, development and production summarizes various laws and regulations that do or may in the future affect the activities of the Company if it is successful in developing and producing oil and gas. The exploration, production and transportation of all types of hydrocarbons is subject to significant governmental regulation. Our operations may in the future also be affected in varying degrees by political developments and federal, state and local laws and regulations. In particular, oil and gas production operations and economics are, or in the past have been, affected by industry specific price controls, taxes, conservation, safety, environmental and other laws relating to the petroleum industry, and by changes in such laws and by constantly changing administrative regulations.

Exploration, Development and Production

If the Company is successful in conducting exploration activities and is successful in producing oil and gas, its operations will or may be subject to various types of regulation at the federal, state and local levels. These types of regulation include requiring the operator of oil and gas properties to possess permits for the drilling and development of wells, to post bonds in connection with various types of activities, and to file reports concerning operations. Most states, including Montana, where the Company’s properties are located, and some counties and municipalities, regulate one or more of the following:

	the location of wells;

	the method of developing and casing wells;

	the surface use and restoration of properties upon which wells are drilled;

	the plugging and abandoning of wells; and

	notice to surface owners and other third parties.

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Some states, including Montana, regulate the size and shape of development and spacing units or pro-ration units for oil and gas properties. Some states allow forced pooling or unitization of tracts to facilitate exploitation while other states rely on voluntary pooling of lands and leases. In some instances, forced pooling or unitization may be implemented by third parties and may reduce our interest in the unitized properties. In addition, state conservation laws which establish maximum allowable rates of production from gas and oil wells, generally prohibit the venting or flaring of gas and impose requirements regarding the ratability of production. These laws and regulations may limit the amount of gas and oil that can be produced from wells or limit the number of wells or the locations at which these wells can be drilled. Moreover, each state, including Montana, generally imposes a production or severance tax with respect to the production and sale of oil, natural gas and natural gas liquids ("NGLs") within its jurisdiction.

The failure to comply with these rules and regulations can result in substantial penalties, including lease suspension. The regulatory burden on the oil and natural gas industry increases our cost of doing business and, consequently, affects our profitability. Our competitors in the oil and natural gas industry are subject to the same regulatory requirements and restrictions that affect us.

Regulation of Transportation and Sale of Natural Gas

Historically, the transportation and resale of natural gas in interstate commerce have been regulated pursuant to the Natural Gas Act of 1938, as amended (“NGA”), the Natural Gas Policy Act of 1978, as amended (“NGPA”), and regulations promulgated there under by the Federal Energy Regulatory Commission (“FERC”) and its predecessors. In the past, the federal government has regulated the prices at which natural gas could be sold. Deregulation of wellhead natural gas sales began with the enactment of the NGPA. In 1989, Congress enacted the Natural Gas Wellhead Decontrol Act, as amended (“the Decontrol Act”). The Decontrol Act removed all NGA and NGPA price and non-price controls affecting wellhead sales of natural gas effective January 1, 1993. While sales by producers of natural gas can currently be made at unregulated market prices, Congress could reenact price controls in the future.

The Energy Policy Act of 2005 (“EP Act 2005”), gave FERC increased oversight and penalty authority regarding market manipulation and enforcement. EP Act 2005 amended the NGA to prohibit market manipulation and also amended the NGA and the NGPA to increase civil and criminal penalties for any violations of the NGA, NGPA and any rules, regulations or orders of FERC to up to $1,000,000 per day, per violation. In addition, FERC issued a final rule effective January 26, 2006, regarding market manipulation, which makes it unlawful for any entity, in connection with the purchase or sale of natural gas or transportation service subject to FERC jurisdiction, to defraud, make an untrue statement, or omit a material fact or engage in any practice, act, or course of business that operates or would operate as a fraud. This final rule works together with FERC's enhanced penalty authority to provide increased oversight of the natural gas marketplace.

The natural gas industry historically has been very heavily regulated; therefore, there is no assurance that the less stringent regulatory approach recently pursued by FERC will continue. However, we do not believe that any action taken will affect us in a way that materially differs from the way it affects other natural gas producers, gatherers and marketers, in the event we are able to produce and sell oil and gas.

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Generally, intrastate natural gas transportation is subject to regulation by state regulatory agencies, although FERC does regulate the rates, terms, and conditions of service provided by intrastate pipelines that transport gas subject to FERC's NGA jurisdiction pursuant to Section 311 of the NGPA. The basis for state regulation of intrastate natural gas transportation and the degree of regulatory oversight and scrutiny given to intrastate natural gas pipeline rates and services varies from state to state. Insofar as such regulation within a particular state will generally affect all intrastate natural gas shippers within the state on a comparable basis, we believe that the regulation of similarly situated intrastate natural gas transportation in Montana and any other states in which we may operate and ship natural gas on an intrastate basis will not affect our operations in any way that is materially different from the effect of such from the effect thereof on our competitors.

Regulation of Transportation of Oil

Sales of crude oil, condensate and natural gas liquids are not currently regulated and are made at negotiated prices. The transportation of oil in common carrier pipelines is subject to rate regulation. FERC regulates interstate oil pipeline transportation rates under the Interstate Commerce Act. In general, interstate oil pipeline rates must be cost-based, although settlement rates agreed to by all shippers are permitted and market-based rates may be permitted in certain circumstances. Effective January 1, 1995, FERC implemented regulations establishing an indexing system (based on inflation) for transportation rates for oil that allowed for an increase or decrease in the cost of transporting oil to the purchaser. A review of these regulations by FERC in 2000 was successfully challenged on appeal by an association of oil pipelines. On remand, FERC, in February 2003, increased the index slightly, effective July 2001. Intrastate oil pipeline transportation rates are subject to regulation by state regulatory commissions, including those in Montana. The basis for intrastate oil pipeline regulation, and the degree of regulatory oversight and scrutiny given to intrastate oil pipeline rates, varies from state to state. Insofar as effective interstate and intrastate rates are equally applicable to all comparable shippers, we believe that the regulation of oil transportation rates will not affect our operations in any way that is materially different from the effect of such regulation on our competitors.

Further, interstate and intrastate common carrier oil pipelines must provide service on a non-discriminatory basis. Under this open access standard, common carriers must offer service to all shippers requesting service on the same terms and under the same rates. When oil pipelines operate at full capacity, access is governed by pro-rationing provisions set forth in the pipelines' published tariffs. Accordingly, if we are able to produce oil and gas for sale, we believe that access to oil pipeline transportation services generally will be available to us to the same extent as to our competitors.

Environmental Matters

Oil and gas operations are subject to numerous federal, state and local laws and regulations controlling the generation, use, storage and discharge of materials into the environment or otherwise relating to the protection of the environment. These laws and regulations may, among other things:

	require the acquisition of a permit or other authorization before construction or drilling commences;

	restrict the types, quantities and concentrations of various substances that can be released into the environment in connection with drilling, production, and natural gas processing activities;

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	suspend, limit or prohibit construction, drilling and other activities in certain lands lying within wilderness, wetlands, areas inhabited by endangered or threatened species, and other protected areas;

	require remedial measures to mitigate pollution from historical and on-going operations such as the use of pits and plugging of abandoned wells;

	restrict injection of liquids into subsurface strata that may contaminate groundwater; and

	impose substantial liabilities for pollution resulting from our operations.

Our management believes that we are in substantial compliance with current environmental laws and regulations, and that we will not be required to make material capital expenditures to comply with existing laws. Nevertheless, changes in existing environmental laws and regulations or interpretations thereof could have a significant impact on our properties as well as the oil and gas industry in general, and thus we are unable to predict the ultimate cost and effects of future changes in environmental laws and regulations.

We are not currently involved in any administrative, judicial or legal proceedings arising under federal, state, or local environmental protection laws and regulations, or under federal or state common law, which would have a material adverse effect on our financial position or results of operations. However, a serious incident of pollution may result in the suspension or cessation of operations in the affected area.

Title to Properties

As is customary in the oil and gas industry, we make only a cursory review of title to undeveloped oil and gas leases at the time we acquire them. However, before drilling commences, we require a thorough title search to be conducted, and any material defects in title are remedied prior to the time actual drilling of a well begins. To the extent title opinions or other investigations reflect title defects, we, rather than the seller/lessor of the undeveloped property, are typically obligated to cure any title defect at our expense. If we were unable to remedy or cure any title defect of a nature such that it would not be prudent to commence drilling operations on the property, we could suffer a loss of our entire investment in the property. We believe that we have good title to our properties, some of which are subject to immaterial encumbrances, easements and restrictions. The oil and gas properties we own are also typically subject to royalty and other similar non-cost bearing interests customary in the industry. We do not believe that any of these encumbrances or burdens will materially affect our ownership or use of our properties.

Competition

We operate in a highly competitive environment. The principal resources necessary for the exploration and production of oil and gas are leasehold prospects under which oil and gas reserves may be discovered, drilling rigs and related equipment to explore for such reserves, and knowledgeable personnel to conduct all phases of oil and gas operations. We must compete for such resources with both major oil and gas companies and independent operators. Many of these competitors have financial and other resources substantially greater than ours. Although we believe our current operating and financial resources are adequate to preclude any significant disruption of our operations in the immediate future, we cannot assure that such materials and resources will be available to us.

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Employees

We are an exploration stage company and currently employ only our four officers. We intend to hire additional employees on an as needed basis.

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

Information in this annual report contains forward-looking statements. These statements express, or are based on, our expectations about future events. Forward-looking statements give our current expectations or forecasts of future events. Forward-looking statements generally can be identified by the use of forward looking terminology such as “may”, “will”, “expect”, “intend”, “project”, “estimate”, anticipate”, “believe”, or “continue” or the negative thereof or similar terminology. They include statements regarding our:

financial position;

business strategy;

budgets;

amount, nature and timing of capital expenditures;

operating costs and other expenses;

cash flow and anticipated liquidity;

future operating results;

drilling of wells;

acquisition and development of oil and gas properties;

timing and amount of future production of natural gas and oil;

competition and regulation; and

plans, objectives and expectations.

Although we believe the expectations and forecasts reflected in these and other forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Factors that could cause actual results to differ materially from expected results are described under “Risk Factors” and include:

delays in obtaining permits;

uncertainties in the availability of distribution facilities for our natural gas;

general economic conditions;

natural gas and oil price volatility;

the fluctuation in the demand for natural gas and oil;

uncertainties in the projection of future rates of production and timing of

development expenditures;

operating hazards attendant to the natural gas business;

climatic conditions;

the risks associated with exploration;

our ability to generate sufficient cash flow to operate;

availability of capital;

the strength and financial resources of our competitors;

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down-hole drilling and completion risks that are generally not recoverable

from third parties or insurance;

environmental risks;

regulatory developments;

potential mechanical failure or under performance;

availability and cost of services, material and equipment;

our ability to find and retain skilled personnel;

the lack of liquidity of our common stock; and

our ability to eliminate any material weakness in our internal controls over

financial reporting.

Any of the factors listed above and other factors contained in this annual report could cause our actual results to differ materially from the results implied by these or any other forward-looking statements made by us or on our behalf. We cannot assure you that our future results will meet our expectations.

When you consider these forward-looking statements, you should keep in mind these risk factors and the other cautionary statements in this annual report. Our forward-looking statements speak only as of the date made.

RISK FACTORS.

Each of these risk factors could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our common stock. Some information in this Form 10-K may contain "forward-looking" statements that discuss future expectations of our financial condition and results of operation. Any of the factors listed below and other factors contained in this annual report could cause our actual results to differ materially from the results implied by these or any other forward-looking statements made by us or on our behalf. We cannot assure you that our future results will meet our expectations.



We are a newly formed company and have never made a profit and may not be profitable in the future. Our auditors have included an additional explanatory paragraph in their report which indicates substantial doubt on our ability to continue as a going concern. The Company was formed in May, 2007, has not received revenues from operations and may never be profitable.



We have substantial capital requirements necessary for undeveloped properties for which we may not be able to obtain adequate financing. All of our oil and gas prospects are undeveloped. Recovery of any revenues from our prospects will require significant capital expenditures. Further, any future issuances of equity securities to raise capital would likely result in dilution to our then existing shareholders and incurring additional indebtedness would result in increased interest expense and debt service charges. The development and continuation of the existing international financial and credit crisis is expected to have an ongoing adverse effect on our ability to obtain necessary investments and financing.

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

We face significant competition, and many of our competitors have resources in excess of our available resources. The oil and gas industry is highly competitive. We encounter competition from other oil and gas companies in all areas of our operations, including the acquisition of properties.



Exploratory drilling is a speculative activity that may not result in commercially productive reserves and may require expenditures in excess of available cash. Drilling activities are subject to many risks, including the risk that no commercially productive oil or gas reservoirs will be encountered. Our operations are also subject to all the hazards and risks normally incident to the development, exploitation, production and transportation of, and the exploration for, oil and gas, including unusual or unexpected geologic formations, pressures, bore hole fires, mechanical failures, blowouts, explosions, uncontrollable flows of oil, gas or well fluids and pollution and other environmental risks. We intend to participate in any insurance coverage maintained by operators, although there can be no assurances that such coverage will be sufficient to cover any such losses.



Oil and natural gas prices fluctuate widely and low prices could have a material adverse impact on our business and financial results. In the event we produce oil and gas, our operations will likely be subject to volatility in prices. Historically, the markets for oil and gas have been volatile and are likely to continue to be volatile in the future. Prices for oil and gas are subject to wide fluctuations in response to: (i) relatively minor changes in the supply of, and demand for, oil and gas; (ii) market uncertainty; and (iii) a variety of additional factors, all of which are beyond our control.



Our business may suffer if we lose key personnel. We depend to a large extent on the services of our existing officers and directors. The loss of the services of any of them may have a material adverse effect on our operations. We have not entered into any employment contracts with our executive officers and have not obtained key person life insurance on them.



The liquidity, market price and volume of our stock are volatile. Our common stock is traded on the FINRA OTC Bulletin Board. The liquidity of our common stock may be adversely affected, and purchasers of our common stock may have difficulty selling our common stock, if our common stock is not traded on a suitable trading market. There is presently only a sporadic or limited public market for our common stock and it is likely that any market will be highly volatile and that the trading volume in such market will be limited.



Our stock is subject to certain penny stock rules. Our shares are classified as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934 and the rules promulgated there under which impose additional sales practice requirements on brokers/dealers who sell our securities in the aftermarket. The Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. These rules require additional disclosure by broker-dealers in connection with any trades. Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not want to make a market in our shares. This could prevent you from reselling your shares and may cause the price of the shares to decline. The additional burdens imposed upon broker-dealers by such requirements may also discourage broker-dealers from effecting transactions in our common stock, which could severely limit the market liquidity of our common stock.

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

We do not intend to declare dividends in the foreseeable future. Our Board of Directors presently intends to retain any earnings for the development of our business. We therefore do not anticipate the distribution of cash dividends in the foreseeable future. Any future decision of our Board of Directors to pay cash dividends will depend, among other factors, upon our earnings, financial position and cash requirements.



We are subject to various governmental regulations which may cause us to incur substantial costs. Our operations are or could be affected from time to time in varying degrees by political developments and federal, state and local laws and regulations. These include permitting requirements, environmental clean up and compliance, taxes and other laws that may adversely affect any revenues or profits of the Company.

ITEM 2. PROPERTIES.

Oil and Gas Prospects.

The Company presently owns an interest in approximately 25 leases of oil and gas prospects located in Montana. These leases cover 15,220.54 gross acres. Most of the state leases carry an initial term of 5 or 10 years and have no renewal provisions. The Company has a working interest in the leases. These leases are more fully described below:

State of Montana-Leases	Gross Acreage	Net Mineral Acreage	Remaining Term
Powder River County, MT	5,277.35	5,277.35	6 yr

Totals	5,277.35	5,277.35

Fee Leases-Individual & Entities (Montana)
Powder River County, MT	280.00	140.00	1 yr
Powder River County, MT	5,111.18	4,691.18	1 yr
Powder River County, MT	4,552.01	1,592.19	1 yr

Totals	9,943.19	6,423.37

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Landowners and former lessees of the foregoing leases have retained royalty interests in the properties that range from approximately 16% to 25%. The Net Mineral Acreage shown in the second column represents the net mineral acreage ownership the Company has in leases based on initial title work. If the Company decides to develop these leases, it may be required to obtain additional mineral acreage. In addition, the Company will need to establish an operator of the working interests for any potential project.

The Company has no productive wells and no known or proven oil or gas reserves. The Company has not engaged in any drilling activity since its organization on May 1, 2007.

Offices

Our principal executive office is located at 121 W. Merino St., Upton, WY 82730 and is shared with an affiliated company, Big Cat Energy Corporation. Our telephone number is (307) 468-9368. We also maintain an administrative office in Parker, CO at 12164 Elton Way, Parker, Colorado, 80138. The telephone number is 303-358-3840. We believe that our current office space and facilities are sufficient to meet our present needs, and we do not anticipate any difficulty securing alternative or additional space, as needed, on terms acceptable to us.

ITEM 3.

LEGAL PROCEEDINGS

The Company is not presently a party to any legal proceedings.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the year ended February 28, 2010 there were no matters submitted to a vote of the Company's stockholders.

PART II

ITEM 5.

MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Our shares are traded on the FINRA OTC Bulletin Board under the symbol SGOG. Our common stock began trading on the OTC Bulletin Board on February 3, 2009.

The following table shows the high and low bid price for our common shares for the quarters indicated.

	HIGH ($)	LOW ($)
2009 12/1/2008-2/28/2009 3/1/2009-5/29/2009 6/1/2009-8/31/2009 9/1/2009-11/30/2009	$0.20 $0.04 $0.017 $0.031	$0.01 $0.01 $0.01 $0.01
2010
12/1/2009-2/26/2010	$0.068	$0.005

The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

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Holders

As of May 29, 2010 we had 15,925,000 shares issued and outstanding. We estimate that we have approximately seventy (70) shareholders, excluding those shares held in street name.

Dividend Policy

We have never paid cash dividends on our capital stock. We currently intend to retain any profits we earn to finance the growth and development of our business. We do not anticipate paying any cash dividends in the foreseeable future.

Equity Compensation Plan Information

The Company does not have an equity compensation plan.

Use of Proceeds from Public Offering

During the fiscal year ended February 28, 2009, the Company raised $185,000 from a registered public offering of Units, each Unit consisting of one share of common stock and a warrant to purchase a share of common stock. No underwriting discounts, commissions or fees were paid in connection with the offering. The securities were sold pursuant to a Post Effective Amendment that was effective July 14, 2009, Registration Statement number 333-148034. Following sale of 925,000 Units, the offering was closed. Proceeds of the offering were used for working capital requirements.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This section of this Form 10-K includes a number of forward- looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this Form 10-K. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Plan of operation

For the fiscal years ending after February 28, 2010, the Company’s plan of operation is to evaluate new oil and gas projects that are available to the Company and evaluate utilization of the Company’s existing Montana leasehold interests. The Company presently has 11,701 leasehold net mineral acres. Our ability to explore and develop our acreage or to acquire other acreage for development and to maintain existing acreage depends upon our ability to raise additional capital through equity fundraising and/or borrowing. Depending upon available funds, we may conduct our own field tests or exploration on one or more of our properties in Montana to determine the appropriate structure for possible development.

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Limited operating history; need for additional capital

There is limited historical financial information about our current operations upon which to base an evaluation of our performance. We are in the exploration stage and have not generated any revenues from current operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, which may preclude necessary acquisition, exploration and development of oil and gas prospects. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Any equity financing could result in additional dilution to existing shareholders.

Results of Operations

For the Year ended February 28, 2010 compared to the Year ended February 28, 2009

We reported a net loss for the year ended February 28, 2010 of $412,467, compared to net loss of $750,266 for the same period in 2009. The net losses included combined non-cash impairment and abandonment expense of $295,882 and $428,855 in the years ended February 2010 and 2009 respectively. We had personnel expense of $26,392 for the year ended February 28, 2010 compared to $175,602 for the same period in 2009. Our other general and administrative costs were $11,414 for the year ended February 28, 2010 compared to $15,740 for the same period in 2009.

We had $81,213 of professional fees, $14,800 of which were non-cash, during the year ended February 28, 2010, compared to $132,918 of professional fees, $8,700 of which were non-cash for the same period in 2009. The professional fees are for consultants performing CFO services and for required SEC filings and legal fees.

Liquidity and Capital Resources

As of February 28, 2010, we had working capital of $136,848 and it is uncertain whether this amount will be sufficient to fund operations. Therefore, we may seek additional sources of capital for the coming year.

For the year ended February 28, 2010, net cash used in operations was $101,951, primarily a result of our net loss of $412,467, offset by $295,882 of combined non-cash impairment and abandonment expense compared to net cash used in operations of $53,953 for the same period in 2009, which was our net loss of $750,266 off set by non-cash impairment and abandonment expense of $428,855 and liquidation of trading securities.

Cash provided by investing activities was $174,897 for the year ended February 28, 2010, primarily from the sale of our joint venture interest for $183,000. Cash used in investing activities was $71,152 for the year ended February 28, 2009, and primarily resulted from payment of delay rentals and joint venture title costs.

-15-

There were no financing activities for the year ended February 28, 2010. Cash flow provided by financing activities was $185,000 for the year ended February 28, 2009, from the sale of stock.

During the year ended February 28, 2009 the Company sold 925,000 units, each unit consisting of one registered free trading share of its common stock and one warrant to purchase one registered share of free trading common stock exercisable at $.50 per share. The Company received proceeds of $185,000 from the sale of the units. The offering was made as part of the Form S-1 Post Effective Amendment 3 which became effective on July 14, 2008. Following the above sale, the Company’s outstanding common stock increased to 15,925,000 shares.

In accordance with FASB Accounting Standard Codification (“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.

Financial Instruments and Other Information

As of February 28, 2010 and 2009 we had cash, accounts payable and accrued liabilities, which are each carried at approximate fair market 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 Policies

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.

Oil and Gas Properties. The Company follows the full cost method of accounting whereby all costs related to the acquisition and exploration of oil and gas properties are capitalized into a single cost center (“full cost pool”). Such costs include lease acquisition costs, geological and geophysical expenses, overhead directly related to exploration activities and costs of drilling both productive and non-productive wells. Proceeds from property sales are generally credited to the full cost pool without gain or loss recognition unless such a sale would significantly alter the relationship between capitalized costs and the proved reserves attributable to these costs. A significant alteration would typically involve a sale of 25% or more of the proved reserves related to a single full cost pool. Generally, any such sale of unevaluated properties will also be recognized on a cost recovery basis with no gain or loss.

As of February 28, 2010, the Company does not have any proven oil and gas reserves and all of its properties are unevaluated. The costs of unevaluated properties will be withheld from the depletion base until such time as they are either developed or abandoned The unevaluated properties are assessed annually by the Company for impairment. Impairment is estimated by the Company by applying factors based on historical experience and other data such as primary lease terms of the properties, average holding periods of unproved properties, and geographic and geologic data of groupings of individually insignificant properties and projects. Therefore, any impairment of said unevaluated properties would result in an expense to the Company.

-16-

During the year ended February 28. 2009, the Company reviewed its oil and gas leaseholds and based

on the sale of its interest in Cedar Resources, and additional information, such as an analysis of the limited volume of lease transactions in the area and consideration of water disposal requirements, the Company recorded an impairment of $428,855 on its leasehold interests.

Depletion of exploration and development costs and depreciation of production equipment is computed using the units of production method based upon estimated proved oil and gas reserves. Total well costs, if and when drilled, will be transferred to the depletable pool even when multiple targeted zones have not been fully evaluated. For depletion and depreciation purposes, relative volumes of oil and gas production and reserves are converted at the energy equivalent rate of six thousand cubic feet of natural gas to one barrel of crude oil.

Under the full cost method of accounting, capitalized oil and gas property costs, less accumulated depletion and net of deferred income taxes (full cost pool), may not exceed an amount equal to the present value, discounted at 10%, of estimated future net revenues from proved oil and gas reserves less the future cash outflows associated with the asset retirement obligations that have been accrued in the balance sheet plus the cost, or estimated fair value, if lower of unproved properties and the costs of any properties not being amortized, if any. Should the full cost pool exceed this ceiling, an impairment is recognized. The present value of estimated future net revenues is computed by applying current oil and gas prices to estimated future production of proved oil and gas reserves as of period end, less estimated future expenditures to be incurred in developing and producing the proved reserves assuming the continuation of existing economic conditions. However, subsequent commodity price increases may be utilized to reduce or eliminate any impairment.

The unevaluated oil and gas properties were initially recorded at the historical cost basis, based on cash paid by Big Cat Energy Corporation.

Risks and Uncertainties. Historically, oil and gas prices have experienced significant fluctuations and have been particularly volatile in recent years. Price fluctuations can result from variations in weather, levels of regional or national production and demand, availability of transportation capacity to other regions of the country and various other factors. Increases or decreases in prices received could have a significant impact on future results.

-17-

Recent Accounting Pronouncements

In June 2009, the FASB approved the FASB Accounting Standards Codification (“ASC”), which after its effective date of July 1, 2009 is the single source of authoritative, nongovernmental U.S. Generally Accepted Accounting Principles (GAAP). The Codification reorganizes all previous U.S. GAAP pronouncements into roughly 90 accounting topics and displays all topics using consistent structure. All existing standards that were used to create the Codification are now superseded, replacing the previous references to specific Statements of Financial Accounting Standards (“SFAS”) with numbers used in the Codification’s structural organization. The adoption of this guidance did not have a material impact on our financial statements. We have updated our disclosures accordingly.

Recent changes to SEC Regulation S-K and S-X pertaining to Modernization of Oil and Gas Reporting include changes to the price used to compute reserves, the definition of reserves, the use of technology and the optional disclosure of probable and possible reserves. The new regulations are effective for years ending after December 15, 2009. As the Company currently has no reserves, we do not expect the adoption to have any significant effect on our financial statements.

Off Balance Sheet Arrangements

None.

ITEM 8. FINANCIAL STATEMENTS.

FINANCIAL STATEMENTS

	INDEX

Financial Statements February 28, 2010 and February 29, 2009
Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets	F-2
Statements of Operations	F-3
Statements of Cash Flows	F-4
Statements of Changes in Shareholders’ Equity	F-5
Notes to Financial Statements	F-6

-18-

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Sterling Oil and Gas Company

We have audited the accompanying balance sheets of Sterling Oil and Gas Company (an exploration stage company) as of February 28, 2010 and 2009, and the related statement of operations, shareholders’ equity and cash flows for the years then ended and the cumulative period from May 1, 2007 (inception) to February 28, 2010. We did not audit the cumulative period from May 1, 2007 (inception) to February 29, 2008. Those amounts were audited by other auditors whose report dated May 27, 2008 has been furnished to us, and our opinion, insofar as it relates to the cumulative amounts from May 1, 2007 (inception) to February 29, 2008, is based solely on the report of the other auditors. Sterling Oil and Gas Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sterling Oil and Gas Company as of February 28, 2010 and 2009, and the results of its operations and its cash flows for each of the years in the two-year period ended, February 28, 2010 and 2009 in conformity with accounting principles generally accepted in the United States of America.

We have also audited the combination in the statements of operations, cash flows, and shareholders’ equity of the amounts as presented for the year ending February 28, 2010 and 2009 with the amounts for the corresponding statements for the period from May 1, 2007 (inception) through February 29, 2008. In our opinion the amounts have been properly combined for the period from May 1, 2007 (inception) through February 28, 2010.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has no revenue, has incurred substantial losses from operations and is in the exploration stage. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 2. The financial statements do not include any adjustments that might result for the outcome of this uncertainty.

EIDE BAILLY LLP

Eide Bailly LLP

Greenwood Village, Colorado

May 25, 2010

F-1

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Sterling Oil and Gas Company
(An Exploration Stage Company)
Balance Sheets

	February 28,
	2010			2009
Assets
Current assets:
Cash and cash equivalents	$	139,267		$	66,321
Total current assets		139,267			66,321



Oil and Gas Properties-Unevaluated Properties, full cost method (less $323,824 and $483,855 impairment respectively)		242,840			713,619


Total Assets	$	382,107		$	779,940


Liabilities and Shareholders’ Equity

Accounts payable	$	2,419		$	2,585


Commitment and Contingencies (Notes 2 and 8)

Shareholders’ equity:
Preferred stock, $.00001 par value; 100,000,000 shares authorized, 0 shares
issued and outstanding		--			--

Common stock, $.00001 par value; 100,000,000 shares authorized,
15,925,000 shares issued and outstanding
at February 28, 2010 and 2009		159			159
Additional paid-in capital		2,282,582			2,267,782
Deficit accumulated during development stage		(1,903,053	)		(1,490,586	)

Total shareholders’ equity		379,688			777,355

Total Liabilities and Shareholders’ Equity	$	382,107		$	779,940

See accompanying notes to financial statements

F-2

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Sterling Oil & Gas Company
(An Exploration Stage Company)
Statements of Operations

	For the Year ended February 28,						May 1, 2007 (Inception) Through February 28,
	2010			2009			2010
Revenues	$	--		$	--		$	--

Costs and expenses
Personnel costs		26,392			175,602			267,870
Professional fees		81,213			132,918			310,096
Impairment and abandonment of unproved properties		295,882			428,855			1,295,737
Other general and administrative		11,414			15,740			40,498

Operating loss		(414,901	)		(753,115	)		(1,914,201	)

Other income (expense)
Interest income		2,434			2,849			11,148

Net loss	$	(412,467	)	$	(750,266	)	$	(1,903,053	)

Basic and diluted loss per share	$	(0.03	)	$	(0.05	)

Weighted average common shares outstanding, basic and diluted		15,925,000			15,382,808

See accompanying notes to financial statements.

F-3

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Sterling Oil & Gas Company
(An Exploration Stage Company)
Statements of Cash Flows

	For the Year Ended February 28,						From May 1, 2007 (Inception) through February 28
	2010			2009			2010
Cash Flows From Operating Activities:
Net Loss	$	(412,467	)	$	(750,266	)	$	(1,903,053	)
Adjustments to reconcile net loss to net cash used by operating activities:
Contributed services		14,800			8,700			54,300
Impairment and abandonment of unproved properties		295,882			428,855			1,295,737
Changes in operating assets and liabilities:
Trading securities		--			285,666			--
Accounts payable		(166	)		(26,908	)		2,419

Net cash (used in)
operating activities		(101,951	)		(53,953	)		(550,597	)

Cash flows from investing activities:
Unevaluated oil and gas properties-purchases		(8,103	)		(71,152	)		(216,435	)
Refund of purchase deposit		--			--			80,856
Undeveloped oil and gas properties-sales		183,000			--			391,233
Net cash provided by (used in)
investing activities		174,897			(71,152	)		255,654

Cash flows from financing activities:
Proceeds from the sale of common stock		--			185,000			435,000
Payments for offering costs		--			--			(790	)
Net cash provided by
financing activities		--			185,000			434,210

Net Increase in cash and
cash equivalents		72,946			59,895			139,267

Cash and cash equivalents:
Beginning of period		66,321			6,426			--

End of period	$	139,267		$	66,321		$	139,267

Noncash investing and financing transaction:
Transfer of oil and gas properties from Big Cat	$	--		$	--		$	1,794,231

See accompanying notes to financial statements.

F-4

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Sterling Oil & Gas Company

(An Exploration Stage Company)

Statement of Shareholders’ Equity

	Common Stock		Additional Paid-in Capital	Deficit Incurred During Exploration Stage	Total
	Shares	Par value $.00001	Additional Paid-in Capital	Deficit Incurred During Exploration Stage	Total

Balance, at May 1, 2007 (Inception)	--	$--	$--	$--	$--
Stock issued for properties transferred from Big Cat at inception, 5/1/2007, $0.1794 per share	10,000,000	100	1,794,131	–	1,794,231
Private placement June 2007, $0.05 per share	5,000,000	50	249,950	–	250,000
Other-contributed services	–	–	30,800	–	30,800
Other costs-issuance fees			(790)		(790)
Net loss	–	–	–	(740,320)	(740,320)

Balance, February 29, 2008	15,000,000	150	2,074,091	(740,320)	1,333,921
Public offering August 2008, $0.20 per share	325,000	3	64,997	–	65,000
Public offering October 2008, $0.20 per share	600,000	6	119,994	--	120,000
Other-contributed services	--	--	8,700	--	8,700
Net loss	–	–	–	(750,266)	(750,266)

Balance, February 28, 2009	15,925,000	159	2,267,782	(1,490,586)	777,355

Other-contributed services			14,800	--	14,800
Net loss	--	--	--	(412,467)	(412,467)
Balance February, 28, 2010	15,925,000	$159	$2,282,582	$(1,903,053)	$379,688

See accompanying notes to financial statements.

F-5

-23-

1.	Organization and Nature of Operations:

Description of Operations

Sterling Oil & Gas Company is an independent energy company engaged in the exploration, development, and acquisition of natural gas and crude oil in the western United States. On May 1, 2007, Big Cat Energy Corporation (“Big Cat”) formed a subsidiary, Sterling Oil & Gas Company (“Sterling or the Company”). Big Cat transferred its unevaluated oil and gas properties, consisting of various mineral leases and related costs to Sterling, in return for 10 million shares of Sterling restricted common stock.

The Company is in the exploration stage in accordance with FASB Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company has been in the exploration stage since inception and has yet to enter revenue-producing operations. Activities since its inception have primarily involved organization and development of the Company.

2.	Liquidity:

Going Concern

As of February 28, 2010, the Company had working capital of $136,848 and stockholders’ equity of $379,688. Sterling has relied upon outside investor funds to maintain its operations and develop its business. Sterling’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 and there is substantial doubt about the ability of the Company to continue as a going concern.

Sterling’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, and no adjustments have been made as a result of this uncertainty.

3.	Summary of Significant Accounting Policies:

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

F-6

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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.

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.

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 these funds with major financial institutions.

Oil and Gas Properties

The Company follows the full cost method of accounting whereby all costs related to the acquisition and exploration of oil and gas properties are capitalized into a single cost center (“full cost pool”). Such costs include lease acquisition costs, geological and geophysical expenses, overhead directly related to exploration activities and costs of drilling both productive and non-productive wells. Proceeds from property sales are generally credited to the full cost pool without gain or loss recognition unless such a sale would significantly alter the relationship between capitalized costs and the proved reserves attributable to these costs. A significant alteration would typically involve a sale of 25% or more of the proved reserves related to a single full cost pool. Generally, any such sale of unevaluated properties will also be recognized on a cost recovery basis with no gain or loss.

As of February 28, 2010, the Company does not have any proven oil and gas reserves and all of its properties are unevaluated. The costs of unevaluated properties will be withheld from the depletion base until such time as they are either developed or abandoned. Unevaluated properties are assessed at least annually by the Company for impairment. Impairment is estimated by the Company by applying factors based on historical experience and other data such as primary lease terms of the properties, average holding periods of unproved properties, and geographic and geologic data of groupings of individually insignificant properties and projects. Therefore, any impairment of said unevaluated properties would result in an expense to the Company.

During year ended February 28, 2010, the Company completed a review of its oil and gas leaseholds and elected not to pay delay rentals on certain leases in the Powder River Basin of Montana and therefore abandoned the leases. The effect of abandonment of these leases was a reduction of 9,991 net mineral acres leaving the Company with 11,701 net mineral acres, which is considered a

F-7

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significant reduction in our oil and gas properties. As a result, the Company incurred abandonment expense of $228,482. In addition, the Company reviewed its remaining oil and gas leaseholds and based on current gas prices and the remaining lease terms recorded impairment of $67,400. Total abandonment and impairment charges for the year ended February 28, 2010 was $295,882.

The unevaluated oil and gas properties were initially recorded at the historical cost basis, based on cash paid by Big Cat.

Asset Retirement Obligations

The Company will follow the provisions of ASC 410, Asset Retirement and Environmental Obligations (ARO); at such time as it acquires or drills oil and gas wells. The estimated fair value of the future costs associated with dismantlement, abandonment and restoration of oil and gas properties will be recorded when incurred, generally upon acquisition or completion of a well. The net estimated costs will be discounted to present values using a risk adjusted rate over the estimated economic life of the oil and gas properties. Such costs will be capitalized as part of the related asset. The asset will be depleted on the units-of-production method. The associated liability will be classified in other long-term liabilities in the accompanying balance sheets. The liability will be periodically adjusted to reflect (1) new liabilities incurred, (2) liabilities settled during the period, (3) accretion expense, and (4) revisions to estimated future cash flow requirements. The accretion expense will be recorded as a component of depreciation, depletion and amortization expense in the accompanying statements of operations. As of February 28, 2010 and 2009, the Company has no ARO obligation.

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

F-8

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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 March 1, 2008. This ASC 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 February 28, 2010 or 2009. 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 February 28, 2010 or 2009.

Risks and Uncertainties

Historically, oil and gas prices have experienced significant fluctuations and have been particularly volatile in recent years. Price fluctuations can result from variations in weather, levels of regional or national production and demand, availability of transportation capacity to other regions of the country and various other factors. Increases or decreases in prices received could have a significant impact on future results.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents and accounts payable. The fair market value of these financial instruments approximates or is equal to the book value.

Fair Value Measurement and Disclosure

The Company’s financial instruments consist of cash and cash equivalents and accounts payable. The fair market value of these financial instruments approximates or is equal to the book value.

In the first quarter of fiscal year 2009, the Company adopted ASC 820, Fair Market Measurement and Disclosures 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.

F-9

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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 own 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
Description	February 28, 2010		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Oil & gas properties-unevaluated properties	$	242,840	$	0	$	0	$	242,840
Total	$	242,840	$	0	$	0	$	242,840

Level 3 assets are comprised of the impairment reserve for unevaluated properties. The Company has identified the impairment reserve as a Level 3 due to the lack of available data to obtain market values for the unevaluated properties. The company considered current gas prices and the remaining lease term as a basis for determining the reserve amount.

The following table sets for the reconciliation of fair market value of the impairment reserve classified as Level 3 for the year ended February 28. 2010.

	Year Ended February 28, 2010
Balance February 28,2009	$	713,619
Abandonment of leaseholds		(228,482	)
Sale of leaseholds		(183,000	)
Delay rental payments		8,103
Impairment		( 67,400	)
Balance February 28, 2010	$	242,840

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 (loss) per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding during the period. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive.

F-10

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As of February 28, 2010 and 2009 the Company had 15,925,000 shares of common stock outstanding and warrants for the purchase of 3,425,000 shares. The warrants were excluded from the calculation of diluted earnings per share for both years, due to the fact that they were anti-dilutive.

Other Comprehensive Income

The Company does not have any material items of other comprehensive income for the years ended February 2010 and 2009. Therefore, total comprehensive income (loss) is the same as net income (loss) for these periods.

Reclassifications

Certain amounts in the February 28, 2009 financial statements have been reclassified to conform to the presentation in the February 28, 2010 financial statements, such reclassifications had no effect on the net loss.

Recently Issued Accounting Standards

Accepted Accounting Principles (GAAP). The Codification reorganizes all previous U.S. GAAP pronouncements into roughly 90 accounting topics and displays all topics using consistent structure. All existing standards that were used to create the Codification are now superseded, replacing the previous references to specific Statements of Financial Accounting Standards (“SFAS”) with numbers used in the Codification’s structural organization. The adoption of this guidance did not have a material impact on our financial statements. We have updated our disclosures accordingly.

4.	Oil and Gas Property Acquisitions:

During the year ended February 28, 2010, the Company paid delay rentals and joint venture costs for title work in the amount of $8,103 compared to $71,152 for the same period in 2009.

The Company sold its interest in its joint venture during the year ended February 28, 2010 and received cash proceeds of $183,000 from the sale.

5. RELATED PARTY TRANSACTIONS:

During the year ended February 28, 2010, certain officers of Big Cat, an affiliated public company, performed part time management duties for the Company. The Company did not pay cash for these services; however, the Company recorded the services at a fair market value as consulting feesnd additional paid-in capital. Contributed services were $14,800 for the year ended February 28, 2010 compared to $8,700 for contributed services for the same period in 2009.

F-11

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During the year ended February 28, 2010, the Company contracted with RGS Resources LLC to provide CFO services to the company on a monthly basis. RGS Resources LLC’s Manager is Richard G. Stifel, the Chief Financial Officer, Principal Financial Officer and Secretary for the Company. The Company paid consulting fees of $31,250 to RGS Resources LLC during the year ended February 28. 2010.

6. SHAREHOLDER EQUITY:

During the year ended February 28, 2009, the Company sold 925,000 units for $.20 per unit, each unit consisting of one free trading registered share of its common stock and one warrant to purchase one share of free trading registered common stock exercisable at $.50 per share. The Company received proceeds of $185,000 from the sale of units. The offering was made as part of the Form S-1 Post Effective Amendment 3 which became effective on July 14, 2008. Following the above sale, the Company’s outstanding common stock increased to 15,925,000 shares. After the completion of this sale the Company closed the offering.

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.

7. Income Taxes:

Deferred tax assets (liabilities) are comprised of the following:

	End of February
	2010			2009

Deferred tax assets:
Unevaluated oil & gas properties	$	93,400		$	174,000
Net operating loss and credit carryforwards		552,000			345,000
Total deferred tax assets		645,400			519,000
Valuation allowance		(645,400	)		(519,000	)

	$	–		$	–

F-12

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A reconciliation of our effective tax rate to the federal statutory tax rate of 35% is as follows:

	End of February
	2010		2009

Expected benefit at federal statutory rate		(35%)		(35%)
State taxes net of federal benefit		(1.41%)		(0.96%)
Permanent differences		1.26%		.43%
Change in valuation allowance		35.15%		35.53%

		–		–

The federal net operating loss (NOL) carryforward of approximately $1,516,500 as of February 28, 2010 begins to expire in 2028. 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.

Based on managements’ assessment of ASC 740, Income Taxes, it was concluded that the adoption of ASC 740, as of March 1. 2008, had no significant impact on the Company’s results of operations or financial position, and required no adjustments to the opening balance sheet.

8. Commitments and Contingencies:

Environmental Issues– The Company is engaged in oil and gas exploration and production and may become subject to certain liabilities as they relate to environmental clean up of well sites or other environmental restoration procedures as they relate to the drilling of oil and gas wells and the operation thereof. If the Company acquires existing or previously drilled well bores, the Company may not be aware of what environmental safeguards were taken at the time such wells were drilled or during such time the wells were operated. Should it be determined that a liability exists with respect to any environmental clean up or restoration, the liability to cure such a violation could fall upon the Company. Management believes its properties, all of which are currently unevaluated, are operated in conformity with local, state and federal regulations. No claim has been made, nor is the Company aware of any uninsured liability which the Company may have, as it relates to any environmental clean up, restoration or the violation of any rules or regulations relating thereto.

F-13

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9.	Subsequent Events:

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

F-14

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ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

In connection with changes in accountants, there have been no reportable disagreements or reportable events.

ITEM 9A(T). 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 February 28, 2010 its disclosure controls and procedures are effective.

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 effective as of February 28, 2010. 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.

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 fourth quarter of the fiscal year ended February 28, 2010.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The name, age and position of each of our directors and executive officers is set forth below:

Name	Age	Position Held
Timothy G. Barritt	60	President, Principal Executive Officer, and Director
Richard G. Stockdale	66	Director and Vice President
Raymond P. Murphy	51	Director and Chief Operation Officer, Vice President
Richard Stifel	63	Secretary, Principal Financial Officer

Our directors’ serve until our next annual meeting of the stockholders or until a successor is elected and qualified. The Board has authority to fill any vacancy that occurs on account of resignation or other cause by appointment of a new director. The Board of Directors appoints the officers and their terms of office are at the discretion of the Board of Directors. The board of directors has no nominating, auditing or compensation committees. Each present director of the Company has served as such since his appointment in May, 2007. The Company does not have independent directors.

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Timothy G. Barritt - President, Principal Executive Officer, and Director. On May 12, 2007, Timothy Barritt was appointed to our board of directors. Mr. Barritt was also appointed president and principal executive officer. Since 1996, Mr. Barritt has owned and operated TYVO, LLC which operates three portable drilling rigs in the methane industry as well as in the water industry. Since July 2005, Mr. Barritt has been a partner in TDR Group, LLC a Wyoming Limited Liability corporation. He is a director of Big Cat Energy Corporation, a publicly held affiliate of the Company.

Richard G. Stockdale – Director, Vice President and Treasurer. Since February 17, 2006, Mr. Stockdale has been a member of the board of directors of Big Cat Energy Corporation, a publicly held affiliate of the Company and since August 30, 2006, Mr. Stockdale has been Vice President of Big Cat. Since November 2002, Mr. Stockdale has also owned and operated Stockdale Consulting, LLC, which is engaged in the business of hydro-geologic investigations, water well design, drilling supervision, well development techniques, pump testing, water analysis, compilation of data, and publishing reports. From January 2001 to March 2003, Mr. Stockdale was the Deputy Wyoming State Engineer. Since July, 2005, Mr. Stockdale has been a partner in TDR Group, LLC a Wyoming limited liability company.

Raymond P. Murphy – Vice President, Chief Operating Officer and Director. Since February 17, 2006, Mr. Murphy has been secretary and a member of the board of directors of Big Cat Energy Corporation, a publicly held affiliate of the Company and since August 30, 2006, Mr. Murphy has been Chief Operating Officer of Big Cat. Since January 2003, Mr. Murphy has been an independent consulting oil and gas geologist in Phoenix Arizona. Since July 2005, Mr. Murphy has also been a partner in TDR Group, LLC a Wyoming limited liability company. From December 1999 to November 2002, Mr. Murphy was a regulatory specialist/geo-hydrologist for Williams Production RMT Company, Gillette, Wyoming responsible for permitting, reporting and compliance of byproduct water from coal bed methane operations. Mr. Murphy holds a Bachelor of Science degree in geology and biology from Chadron State College, Chardon, Nebraska.

Richard G. Stifel - Principal Financial Officer and Secretary. Mr. Stifel was appointed as Chief Financial officer of the Company in September, 2007. From February 2007 until September 2007, he was President and CFO of RGS Resources, LLC of Denver, Colorado. He was also President of RGS from June, 2001 until December 2004. From January 2005 until February 2007, he was the Market Leader and consultant for the Siegfried Group of Wilmington, Delaware. From April 1995 until June 2001, he was CFO for MSI Technologies of Denver, Colorado. From December 1990 until April 1995, he was CFO and Secretary of Horizon Resources Corp., a publicly held company of Golden, Colorado. From June 1988 until December 1990, he was the Western Region Finance Officer for the Alert Centre, Denver, Colorado. He obtained his BSBA from Colorado State University in 1969.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers, and persons who own more than ten percent of a registered class of the Company's equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of equity securities of the Company. Officers, directors and shareholders holding greater than ten percent are required to furnish the Company with copies of all Section 16(a) forms they file. To the Company's knowledge, based solely on review of the copies of any such reports furnished to the Company, during the fiscal year ended February 28, 2010, and thereafter, all Section 16(a) filing requirements applicable to officers, directors and shareholders holding greater than ten percent were timely met.

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Code of Ethics

The Company has adopted a code of ethics for its principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. A copy of the Code of Ethics will be furnished upon request without charge.

Board of Director’s Meetings and Attendance at Shareholder Meetings

The Company does not have nominating, compensation or audit committees of the Board. The full board conducts the function of an audit committee. There were two meetings of the Board of Directors held during the fiscal year ended February 28, 2010. All members of the board were in attendance at the meetings. The Company expects all directors to be in attendance at shareholder meetings and attempts to schedule meetings at a time when all directors will be able to attend, however conflicting schedules, may on occasion preclude attendance at shareholder meetings.

Audit Committee and Charter

The Company's board of directors does not have an "audit committee financial expert," within the meaning of such phrase under applicable regulations of the Securities and Exchange Commission, serving on its audit committee. However, the board of directors believes that all members of its board are financially literate and experienced in business matters, and that one or more members of the board are capable of (i) understanding generally accepted accounting principles ("GAAP") and financial statements, (ii) assessing the general application of GAAP principles in connection with our accounting for estimates, accruals and reserves, (iii) analyzing and evaluating our financial statements, (iv) understanding our internal controls and procedures for financial reporting; and (v) understanding audit committee functions, all of which are attributes of an audit committee financial expert. However, the board of directors believes that there is not any board member who has obtained these attributes through the experience specified in the SEC's definition of "audit committee financial expert." Further, like many small companies, it is difficult for the Company to attract and retain board members who qualify as "audit committee financial experts," and competition for these individuals is significant. The board believes that its current board is able to fulfill its role under SEC regulations despite not having a designated "audit committee financial expert."

Nominating Committee

The full board of directors of the Company functions as a nominating committee to select potential additional directors of the Company. The board has not specifically designated a separate nominating committee because all members of the board of directors desire to be involved in the selection of any new director. The board does not have a specific charter to govern its actions as a nominating committee, nor are any members of the board “independent”. Due to the relatively small size of the Company, the risks associated with service on the board of a public company and the limited compensation available to such directors, the Company considers it unlikely that a qualified person would serve on the board that was truly independent. However, the board’s unwritten policy for consideration of potential members of the board nominated by shareholders is to seriously consider any potential board member that has personal relationships and/or expertise that might be beneficial to the Company’s business. The Company has in the past and expects to continue in the future to be interested in discussions with persons interested in the Company’s business and able to make a significant contribution to the success of the Company. Shareholders that desire to introduce persons to the Company’s board of directors should contact Timothy Barritt, Principal Executive Officer and Director with any suggestions or recommendations for director. He may be reached through the Company’s office telephone 307-468-9368 during regular business hours. A copy of the resume of any candidates should be submitted with the inquiry.

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At the present time, the Company is not actively searching for additional members of the board, however members of the board are interested in meeting qualified persons. Qualified persons normally would be persons that have professional or technical experience in the oil and gas industry. The Company is especially interested in persons with fund raising contacts or technology development contacts. Generally, shareholder nominees would be evaluated in the same manner as any other nominee. The current directors were each originally selected as directors upon organization of the Company.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth information with respect to compensation paid by us to our officers and directors since May 1, 2007 (inception) through February 28, 2010. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.

Summary Compensation Table

					Long Term Compensation
		Annual Compensation			Awards		Payouts

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
				Other		Securities		All Other
				Annual	Restricted	Underlying		Compens-
				Compen-	Stock	Options/	LTIP	ation
Name and Principal	Fiscal	Salary	Bonus	sation	Award(s)	SARs	Payouts
Position	Year	($)	($)	($)	($)	(#)	($)	($)
Timothy Barritt	2010	0	0	0	0	0	0	0
President & CEO	2009	37,500	0	0	0	0	0	4,614
	2008	15,000	0	0	0	0	0	0

Raymond Murphy	2010	0	0	0	0	0	0	0
COO	2009	37,500	0	0	0	0	0	3,031
	2008	15,000	0	0	0	0	0	0

Richard Stockdale	2010	0	0	0	0	0	0	0
Vice President	2009	37,500	0	0	0	0	0	823
	2008	15,000	0	0	0	0	0	0

Richard Stifel	2010	20,833	0	0	0	0	0	3,544
Secretary &	2009	37,500	0	0	0	0	0	5,491
Treasurer	2008	15,000	0	0	0	0	0	0

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Compensation Committee and Interlocks and Insider Participation

The full board of directors of the Company functions as a compensation committee. The board has not specifically designated a separate compensation committee due to the relatively small size of the Company. The board does not have a specific charter to govern its actions as a compensation committee, nor are any members of the board “independent”. Due to the size of the Company, the risks associated with service on the board of a public company and the limited compensation available to such directors, the Company considers it unlikely that a qualified person would serve on the board that was truly independent.

Other Compensation

During the fiscal years ended February 28, 2010 and 2009, the Company paid a portion of the fringe benefit costs for the paid officers of the Company. The Company does not have outside directors.

Indemnification

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth the total number of shares owned beneficially by each of our directors and executive officers, individually and as a group, and the present owners of 5% or more of our total outstanding shares as of May 29, 2010. The stockholders listed below have direct ownership of his/her shares and possess sole voting and dispositive power with respect to the shares.

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Name and Address			Percentage of
Beneficial Owner/ Promoter of the Company	Shares 1		Shares
Timothy G. Barritt PO Box 500 Upton, Wyoming 82730		1,248,634		7.8	%

Ray Murphy PO Box 500 Upton, Wyoming 82730		1,248,634		7.8	%

Richard Stockdale PO Box 500 Upton, Wyoming 82730		1,248,634		7.8	%

Richard G. Stifel PO Box 500 Upton, Wyoming 82730		65,000		0.4	%

All officers and directors as a group (4 individuals)		3,810,902		24.0	%

1 - does not consider warrants to purchase up to 125,000 shares held by each of Messrs Barritt, Murphy and Stockdale, and up to 75,000 shares held by Mr. Stifel

2 - shares are held by the Richard G. Stockdale Revocable Trust dated 6/8/2007

Change in Control

Effective April 2, 2008, Big Cat Energy Corporation, the then 66.67% parent of the Company, spun off 10,000,000 shares of the Company it owned pro rata to its existing shareholders. The spin off may be deemed to be a change in control of the Company, although the present officers and directors of the Company have continued to be officers, directors and principal stockholders of both Big Cat and the Company. Pursuant to the spin off of the Sterling shares, Messrs. Barritt, Stockdale and Murphy each received 988,634 shares of Sterling common stock.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

The Company does not have independent directors. Due to the size of the Company, the risks associated with service on the board of a public company and the limited compensation available to such directors, the Company considers it unlikely that a qualified person would serve on the board that was truly independent.

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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

(1) Audit Fees

The aggregate fees billed since inception during the last partial fiscal year for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were:

	2009	$5,150.00	Eide Bailly LLP
	2010	$17,098.00	Eide Bailly LLP

(2) Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph were:

	2009	$0.00	Eide Bailly LLP
	2010	$0.00	Eide Bailly LLP

(3) Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were:

	2009	$0.00	Eide Bailly LLP
	2010	$1,095.00	Eide Bailly LLP

(4) All Other Fees

The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) were:

	2009	$0.00	Eide Bailly LLP
	2010	$0.00	Eide Bailly LLP

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(5) Our audit committee’s pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.

(6) The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.

PART IV

ITEM 15.

EXHIBITS.

(1) Financial Statements

The financial statements of Sterling Oil & Gas Company and the independent registered public accounting firms report dated May 25, 2010, are incorporated in Item 8 of this report.

(3) Exhibits Required by Item 601 of Regulation SK

Exhibit No.	Document Description
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).

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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 27th day of May, 2010.

	Sterling Oil & Gas Company

	BY:	TIMOTHY BARRITT
		Timothy Barritt, President and Principal Executive Officer

	BY:	RICHARD G. STIFEL
		Richard G. Stifel, Principal Accounting Officer and Principal Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities.

Signature	Title	Date

TIMOTHY BARRITT	President, Principal Executive Officer,	May 27, 2010
Timothy Barritt	and a member of the Board of Directors


RAYMOND MURPHY	Chief Operations Officer, and	May 27, 2010
Raymond Murphy	a member of the Board of Directors


RICHARD G. STOCKDALE	Treasurer, and a member of the	May 27, 2010
Richard G. Stockdale	Board of Directors

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Sterling Oil & Gas CO 10-K