U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
 
(Mark One)
xANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For Fiscal Year Ended: May 31, 20092010
OR
o ¨TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _______________ to _______________
 
Commission file number:  000-52782
 
VIPER RESOURCES, INC.
(Exact name of registrant as specified in its charter)

COBRA OIL & GAS COMPANY
(Exact name of registrant as specified in its charter)
Nevada 26-2113613
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer Identification
No.)

Uptown Center
2100 NorthWest Loop South,
Suite 400900
Houston, Texas
 77002
(Address of principal executive offices) (Postal Code)
 
Issuer's telephone number:  (832) 476-8941
 
Securities registered under Section 12(b) of the Act:  None
 
Securities registered under Section 12(g) of the Act:  Common Stock, par value $0.00001 par value
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o¨   No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
Yes o¨   No x
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x   No o¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ¨   No ¨
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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-KSB or any amendment to this Form 10-KSB.  o¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company.  See the definitions of the “large accelerated filer,” “accelerate filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.   (Check one):
 
Large Accelerated Filer o                                                   Accelerated Filer o
Non-Accelerated Filer o                                                     Smaller reporting company x
(Do not check if a smaller reporting company)
Large Accelerated Filer ¨
Accelerated Filer ¨
Non-Accelerated Filer ¨
Smaller reporting company x
(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 o¨   No x
 
As of November 30, 2008,2009, there were 72,140,00078,484,884 shares of the registrant's common stock, par value $0.00001, issued and outstanding.  Of these, 37,140,00043,484,884 shares were held by non-affiliates of the registrant.  The market value of securities held by non-affiliates was approximately $9,285,000$11,306,069 based on the average of the closing bid and ask price of $0.25$0.26 for the registrant’s common stock on November 30, 2008.2009.
 
As of May 31, 2009August 25, 2010 there were 72,140,00079,116,214 shares of the registrant’s common stock, par value $0.00001, issued and outstanding.
 
DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly describe them and identify 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, as amended (“Securities Act”).
 
Not Applicable.

 
 

TABLE OF CONTENTS
Item Number and Caption Page
   
FORWARD-LOOKING STATEMENTS 3
    
PART I  4
    
ITEM 1.BUSINESS 4
ITEM 1A.RISK FACTORS 78
ITEM 1B.UNRESOLVED STAFF COMMENTS 78
ITEM 2.PROPERTIES 78
ITEM 3.LEGAL PROCEEDINGS 78
ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS(RESERVED) 8
    
PART II  89
    
ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED  
 STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY  
 SECURITIES 89
ITEM 6.SELECTED FINANCIAL DATA 911
ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL  
 CONDITION AND RESULTS OF OPERATIONS 911
ITEM 7AQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET  
 MARKET RISK 1315
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 1315
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON  
 ACCOUNTING AND FINANCIAL DISCLOSURE 1315
ITEM 9A.[T]CONTROLS AND PROCEDURES 1315
ITEM 9B.OTHER INFORMATION 1416
    
PART III  1416
    
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE 1416
ITEM 11.EXECUTIVE COMPENSATION 1618
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND  
 MANAGEMENT AND RELATED STOCKHOLDER MATTERS (REVISE) 1719
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND  
 DIRECTOR INDEPENDENCE 1821
ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES 1821
    
PART IV  1922
    
ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 1922

 
2
 

FORWARD-LOOKING STATEMENTS
 
Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language.  Our actual results may differ significantly from those projected in the forward-looking statements.  You should carefully review the risks described in this Annual Report and in other documents we file from time to time with the Securities and Exchange Commission.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.
 
Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These factors include among others:
 
The risks associated with oil and gas exploration;
 
Our ability to raise capital to fund capital expenditures;
 
Our ability to find, acquire, market, develop and produce new properties;
 
Oil and gas price volatility;
 
Uncertainties in the estimation of proved reserves and in the projection of future rates of production and timing of development expenditures;
 
Operating hazards attendant to the natural gas and oil business;
 
Downhole drilling and completion risks that are generally not recoverable from third parties or insurance;
 
Availability and cost of materials and equipment;
 
Delays in anticipated start-up dates;
 
Actions or inactions of third-party operators of our properties;
 
Our ability to find and retain skilled personnel;
 
Regulatory developments;
 
Environmental risks; and
 
General economic conditions.
 
Factors that might cause or contribute to such differences include, but are not limited to, those discussed below and in the sections “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
 
All references in this Form 10-K to the “Company,” “Cobra,“Viper,” “we,” “us” or “our” are to Cobra Oil & Gas Company and unless otherwise differentiated, its wholly owned subsidiary, Flex Fuels Energy LimitedViper Resources, Inc.

 
3
 

PART I
 
ITEM 1.             
ITEM 1.BUSINESS
 
Business Development
 
We were incorporated in the State of Nevada on November 18, 2005. We were formed to purchase, operate and develop oil and gas properties. We are in the exploration stage, have no developed reserves or production, and have not realized any revenues from our operations. In January 2008 we participated in the drilling of the Mike Prospect located in North Central Adams County, Colorado. Following drilling, it was determined that the well could not produce in commercially viable quantities. We owned a 50% working interest in the Mike Prospect.
 
On May 22, 2008 we entered into a Memorandum of Intent with Coastal Petroleum Company (“Coastal”) which outlined the terms and conditions under which Coastal was willing to enter into a formal agreement with us on certain oil and gas leases owned by Coastal in Valley Creek, Montana. The leases involve approximately 82,800 net acres. Under the leases, Coastal has a 100% working interest with between 75.5% to 80.5% net revenue interests. Pursuant to the Memorandum of Intent, on May 23, 2008 we paid Coastal $180,000 in exchange for a two year option to purchase a 50% interest in the leases for $1,000,000. The option expired on June 10, 2010. Prior to exercising the purchase option, we havehad the right to drill a well at our expense on the leases and earn a 50% working interest in the spacing unit if the well iswas a producer and we makemade full payment for the 50% working interest. We havehad no obligation however, to drill any well on the leases before we exerciseexercised our right to purchase the 50% interest in the leases from Coastal. On June 10, 2008 we entered into a formal agreement with Coastal with respect to the foregoing.
 
On June 16, 2008 we entered into an Assignment of Farmout Agreement with West Canyon Energy Corp. (aka PetroSouth Energy Corp.). Thereunder, we were assignee of a 25% interest in and to a Farmout Agreement (the “Farmout Agreement”) dated February 1, 2008 by and between Transco Oil & Gas, Inc. as Farmor and West Canyon Energy Corp. respecting the North Semitropic Prospect (the “Prospect”) in Kern County, California. We paid $34,000 for the assignment and were responsible for the payment of our proportionate share of drilling and testing costs on the Prospect. On or about June 12, 2008 we paid Transco Oil & Gas, Inc. $100,347.50 representing the balance due by us on our share of the Prospect acquisition. We subsequently determined not to pursue our interest in the Prospect and effectively unwound the transaction.  Accordingly, on November 28, 2008 we entered into an Assignment of Farmout Interest with West Canyon Energy Corp. pursuant to which we assigned back to West Canyon Energy Corp. the 25% interest in and to a Farmout Agreement.  We received $134,438 for the assignment which approximated our cost.
 
On July 25, 2009 we entered into a Purchase Agreement with Enercor, Inc., a Nevada corporation (“Enercor”).  Therein we acquired a 35% – 40% interest in certain contract rights acquired by Enercor as the successor to an agreement (the “Tar Sand Rights Agreement”) granting rights to extract tar sand deposits pursuant to Combined Hydrocarbon Leases (“CHL’s”) to be issued by the Bureau of Land Management (“BLM”) covering approximately 33,632 acres of land in Southern Uintah County, Utah.Utah (the “Property”).  The issuance of the CHL’s is subject to regulatory requirements including, but not limited to, approvals of operating plans and environmental impact studies.  If the CHL’s are issued, the right to develop the tar sand deposits covered by the CHL’s willwas to be assigned to Enercor, subject to a reserved overriding royalty and subject to certain third-partythird party consent rights, discussed below, and Enercor will,was to, in turn, assign a 35% – 40% working interest (the “Working Interest”) in the tar sand deposit development rights granted by the CHL’s to us.  The Tar Sand Rights Agreement requiresrequired the approval of the other contracting party to the assignment to and by Enercor of the tar sand deposit rights (the “Contract Approval”).  On December 8, 2009 the other contracting party to the Tar Sand Rights Agreement entered into a Tar Sands Acquisition Agreement (the “Tar Sands Acquisition Agreement”) with Enercor pursuant to which it assigned to Enercor the existing federal oil and gas leases on the Property (the “Leases”), any CHL’s that may be subsequently issued on the Property, and all of such other contracting party’s rights in such Leases and CHL’s in exchange for $80,000, representing payment of certain out-of-pocket and legal fees incurred by such party in connection with the CHL conversion process, and a reserved overriding royalty.  Upon the closing under the Tar Sands Acquisition Agreement, the Tar Sand Rights Agreement, including the Contract Approval requirement thereunder, was deemed void and of no further effect, Enercor owned the Leases and other rights described above, and Enercor now has standing to deal directly with the BLM in connection with the request to the BLM to issued CHL’s on the Property. Accordingly, when and if CHL’s are issued on the Property, they will be issued directly to Enercor and Enercor will be required to assign the Working Interest in the tar sands deposits to us without the necessity of first obtaining third party approval.  The grant of the CHL’s to Enercor remains subject to satisfactory completion of all regulatory requirements. We expect the BLM to issue the CHL’s upon the satisfactory completion of all regulatory requirements, expect the Contract Approval to be granted and hope to be able to commence tar sand extraction in approximately 12 months.  Nobut can offer no assurance can be given, however, as to when and if the Contract Approval and Combined Hydrocarbon Leasesthis will be granted and if granted, when we would be able to commence tar sand extraction activities.occur.

 
4
 

We arewere required to pay Enercor an aggregate of up to $5,000,000 for the contract interest in a combination of cash ($500,000 to $1,000,000) and shares of our restricted common stock ($4,000,000).  The stock payment consisting of 4,147,237 shares of our common stock was made effectiveon July 31, 2009 (the “Initial Closing Date”) by the issuance of 4,147,237 shares to Enercor.  The number of shares of our common stock constituting the stock payment was determined by dividing $4,000,000 by the average closing price for our common stock during the five trading days immediately preceding the Initial Closing Date multiplied by 75%.  The cash payments, each in the amount of $100,000 willwere required to be made at 30 day intervals following the Initial Closing Date.  We have the optiondetermined to limit our aggregate cash payments to $500,000.  To the extent we do so, we will acquire less than a 40% interest in the contract rights$500,000, all of which have been made, and receive an assignment, if applicable, of less than a 40%35% working interest.
On December 29, 2009 we agreed to restructure our arrangement with Enercor from a purchase and sale arrangement to a joint venture arrangement for the joint development of the Property’s tar sand deposits.  During the quarter ended February 28, 2010 we and Enercor determined to forgo the restructuring and leave the transaction as a purchase and sale arrangement. The determination to leave the transaction as a purchase and sale arrangement had no material effect on our rights in the Property or our transaction costs.
 
On August 5, 2009 we entered into a Purchase Agreement with Enercor.  Therein we acquired a 37.5% working interest in a lease covering 640 acres in Uintah County, Utah (Lease UTU – 38076).  The lease is subject to aggregate royalties of 18.25%.  The lease provides for conventional oil and gas drilling.  We intend to apply to the Bureau of Land Management for the issuance of a Combined Hydrocarbon Lease on the property which will allow us to also engage in tar sands extraction activity. The balance of the lease rights are owned by Pioneer Natural Resources.  The lease is adjacent to the leases which are the subject of our July 25, 2009 and August 12 2009 Purchase AgreementAgreements with Enercor.  We are required to paypaid Enercor 300,000 shares of our common stock for the working interest.
 
On August 12, 2009 we entered into a Purchase Agreement with Enercor.  Therein we acquired a 62.5% working interest in a lease covering 640 acres in Uintah County, Utah (Lease UTU – 27413).  The lease is subject to aggregate royalties of 18.25%.  The lease provides for conventional oil and gas drilling.  We intend to apply to the Bureau of Land Management for the issuance of a Combined Hydrocarbon Lease on the property which will allow us to also engage in tar sands extraction activity. The balance of the lease rights are owned by Questar Corporation.  The lease is adjacent to the leases which are the subject of our July 25, 2009 and August 5, 2009 Purchase Agreements with Enercor.  We are required to paypaid Enercor 300,000 shares of our common stock for the working interest.
 
On July 6, 2009 we entered into a Share Issuance Agreement (the “Share Issuance Agreement”) with Baden Energy Group Ltd. (“Baden”) pursuant to which Baden may,could, at our request, purchase units of our securities at a price equal to 80% of the volume weighted average of the closing price for our common stock for the ten business days immediately preceding the date we supplysupplied Baden with written notice of our request that they purchase units (the “Unit Price”).  Each unit will consistpurchased consisted of one share of our restricted common stock and one common stock purchase warrant to purchase one share of our common stock for a period of three years from issuance at an exercise price equal to 125% of the Unit Price.  Each such request by us mustwas required to be in the amount of not less than $100,000 of units and mustrequired to be in multiples of $100,000.  We mustwere required to use the proceeds from all unit sales for exploration activities, working capital and general corporate activities.  Baden maycould however, in its sole discretion, refuse to act on any request by us due to its determination that market conditions arewere unfavorable.

 
5

The Share Issuance Agreement iswas in effect until July 6, 2010 and is subject to extension for an additional six month term at the option of either party by providing the other party with written notice thereof prior to July 6, 2010. During the term of the Share Issuance Agreement, as such may be extended, we maywere able to sell up to $6,000,000 of units to Baden, which amount maycould be increased by Baden, in its discretion, to $10,000,000.
 
During the period ending July 5,6, 2010, we maycould not discuss, solicit, negotiate or engage in any investment or corporate financing agreements without the prior written consent of Baden, which consent willcould not be arbitrarily withheld. Further, Baden hashad a right of first refusal during such period on all of our proposed financings with third parties.  The foregoing right of Baden to prohibit our discussion, solicitation, negotiation or engagement in investment or corporate financing agreements or to maintain a right of first refusal willwas to be of no further force or effect, however, shouldin the event Baden refuserefused a unit purchase request from us by reason of unfavorable market conditions.

5
 
The Share Issuance Agreement further providesprovided that until July 6, 2010 we maycould only engage in equity financings and maycould not engage in debt financings.  The Share Issuance Agreement iswas not assignable or transferrable by Baden without our prior written consent, which consent maycould not be arbitrarily withheld.
 
Effective August 12, 2009 Baden purchased 319,419 units, at our request, pursuant to our Share Issuance Agreement with Baden at a price of $0.94 per unit or an aggregate of $300,000.  Each unit consists of one share of our common stock and one common stock purchase warrant to purchase one additional share of our common stock at a price of $1.18 per share for a period of three years from issuance.
 
Effective September 22, 2009 Baden purchased 600,000 units, at our request, pursuant to our Share Issuance Agreement with Baden at a price of $1.00 per unit or an aggregate of $600,000.  Each unit consists of one share of our common stock and one common stock purchase warrant to purchase one additional share of our common stock at a price of $1.25 per share for a period of three years from issuance.
Effective February 23, 2010 Baden purchased 606,060 units, at our request, pursuant to our Share Issuance Agreement with Baden at a price of $0.165 per unit or an aggregate of $100,000.  Each unit consists of one share of our common stock and one common stock purchase warrant to purchase one additional share of our common stock at a price of $0.20 per share for a period of three years from issuance.
On January 28, 2010, we entered into an Investment Agreement (“Investment Agreement”) with Dutchess Opportunity Fund, II, LP (the “Investor”).  Pursuant to the Investment Agreement, the Investor committed to purchase up to $5,000,000 of our common stock over a period of thirty-six months (the “Equity Line”).  We may draw on the facility from time to time, as and when we determine appropriate in accordance with the terms and conditions of the Investment Agreement.  The purchase price shall be set at 94% of the highest posted bid price for our common stock during the 5 consecutive trading day period beginning on the trading day immediately following the date of delivery of the applicable put notice.  The amount that we are entitled to put in any one notice shall be equal to either (i) 200% of the average daily trading volume for our common stock for the 3 trading days prior to the applicable put notice date, multiplied by the average of the 3 daily closing prices immediately preceding the put date or (ii) $100,000.   The Investor will not be obligated to purchase shares if the Investor’s total number of shares beneficially held at that time would exceed 4.99% of the number of shares of our common stock as determined in accordance with Rule 13d-1 of the Securities Exchange Act of 1934, as amended.  In addition, we are not permitted to draw on the facility unless there is an effective registration statement to cover the resale of the shares.
Pursuant to the terms of a Registration Rights Agreement dated January 28, 2010 between us and the Investor, on February 25, 2010 we filed a registration statement (the “Registration Statement”) with the SEC to register the resale by the Investor of up to 25,000,000 shares of the common stock underlying the Investment Agreement.  On April 6, 2010 we filed Amendment No. 1 to the Registration Statement and pursuant to a cut-back comment from the SEC Staff, reduced the number of shares being registered under the Registration Statement to 14,500,000. On June 1, 2010 we withdrew the registration statement and filed a new registration statement on June 2, 2010 under which we are seeking to register 14,705,000 shares. We are obligated to use all commercially reasonable efforts to have the registration statement declared effective as soon as possible.

6

Principal Products and Services
 
We are in the exploration stage and do not currently offer any products or services for sale. If, after exploration and drilling, we determine that there are commercial quantities of oil and natural gas on our properties, we plan to produce the oil and natural gas and sell it at the wellhead.
 
We need to raise a significant amount of capital to pay for our planned exploration and development activities. If we cannot raise the capital we require or find partners that can fund our required expenditures, we will not be able to drill and our business will fail. Even assuming that we obtain the financing we require, if we do not discover and produce commercial quantities of oil and natural gas, we will not have any products or services to offer and our business could fail.
 
Competitive Business Conditions
 
The oil and natural gas industry is highly competitive. We compete with private and public companies in all facets of the oil and natural gas business. Numerous independent oil and gas companies, oil and gas syndicators, and major oil and gas companies actively seek out and bid for oil and gas prospects and properties as well as for the services of third-party providers, such as drilling companies, upon which we rely. Many of these companies not only explore for, produce and market oil and natural gas, but also carry out refining operations and market the resultant products worldwide. Most of our competitors have longer operating histories and substantially greater financial and other resources than we do.
 
Competitive conditions may be affected by various forms of energy legislation and/or regulation considered from time to time by the government of the United States and other countries, as well as factors that we cannot control, including international political conditions, overall levels of supply and demand for oil and gas, and the markets for synthetic fuels and alternative energy sources.
 
Advisory Board
 
Effective July 6, 2009, we formed an advisory board and appointed Warren Dillard as the initial member thereof.  Mr. Dillard has over 40 years of business experience in a vast array of activities in investment management, corporate financial management and early-stage capital formation, for both public and private investment funds and operating companies in a wide range of businesses.  He is presently serving as the Chief Executive Officer of Enertech Energy, Inc. (“Enertech”), a Los Angeles based energy company and is the Chief Financial Officer of Enercor, Inc., a subsidiary of Enertech.  He received his BBA in Accounting from Texas A&M University and his MBA in Finance with Honors from the Harvard Business School.  We agreed to pay Mr. Dillard an aggregate of 50,000 shares of our common stock for each year of services on the advisory board, the first 25,000 of which were issued in connection with the appointment.  The second 25,000 shares are to bewere issued on or aboutin January 6, 2010.

6
We did not appoint Mr. Dillard for a second year and do not presently maintain an advisory board.
 
Patents, Trademarks and Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts
 
We presently utilize no patents, licenses, franchises, concessions, royalty agreements or labor contracts in connection with our business.

 
7

Research and Development
 
During the fiscal years ended May 31, 20092010 and May 31, 20082009 we made no expenditures on research and development.
 
Employees
 
As of August 20, 200925, 2010 our only employee is our sole executive officer.
Reverse Stock Split
On April 22, 2008 our board of directors declared a 35:1 forward stock split in the form of a stock dividend. The record date, payment date and market effective date for the Forward Split was May 6, 2008, May 7, 2008 and May 8, 2008, respectively. Immediately prior to the Forward Split there were 2,004,000 shares of our common stock issued and outstanding. Immediately following the Forward Split there was 70,140,000 shares of our common stock issued and outstanding.
 
Reports to Security Holders
 
We file annual, quarterly and current reports and other information with the Securities and Exchange Commission. You may read and copy any reports, statement or other information that we file with the Commission at the Commission's public reference room at 100 F Street, N.E., Washington, D.C. 20549.  Please call the Commission at (202) 551-8090 for further information on the public reference room. These Commission filings are also available to the public from commercial document retrieval services and at the Internet site maintained by the Commission at http://www.sec.gov.
 
In addition our filings can be viewed on our Internet site at www.cobraoilgas.com.www.viper-resources.com.
 
ITEM 1A.          
ITEM 1A.RISK FACTORS
 
Not Applicable.
 
ITEM 1B.          
ITEM 1B.UNRESOLVED STAFF COMMENTS
 
Not Applicable.
 
ITEM 2.             
ITEM 2.PROPERTIES
 
Our executive offices are located at 2100 West LookLoop South, Suite 900, Houston, TX 77027 and cover an area of approximately 350 square feet. We utilize these offices pursuant to a lease that commenced on May 13, 2008 and continuescontinued through May 21, 2010 unless extended by mutual agreement of us and the landlord.2010. Thereunder we paypaid base rent of $2,000 per month. On May 21, 2010 we renewed the lease for a six month term at a base monthly rental rate of $1,380.
 
ITEM 3.             
ITEM 3.LEGAL PROCEEDINGS
 
Legal Proceedings
 
From time to time we may be a defendant and plaintiff in various legal proceedings arising in the normal course of our business. We are currently not a party to any material legal proceedings or government actions, including any bankruptcy, receivership, or similar proceedings. In addition, we are not aware of any threatened litigation or action that could affect our operations. Furthermore, as of the date of this Annual Report, our management is not aware of any proceedings to which any of our directors, officers, or affiliates, or any associate of any such director, officer, affiliate, or security holder is a party adverse to our company or has a material interest adverse to us.

ITEM 4.(RESERVED)
 
78
 

ITEM 4.             SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders.
 
PART II
 
ITEM 5.         MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
Market Information
 
Our common stock has been quoted on the OTC Bulletin Board of the National Association of Securities Dealers, Inc. (the “NASD”) under the symbol “CGCA.OB” since July 20, 2007. The following table sets forth, for the fiscal quarters indicated, the high and low closing bid prices per share of our common stock, as derived from quotations provided by Pink Sheets, LLC. Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions. The prices indicated give retroactive effect to a 35:1 forward stock split in the form of a stock dividend effectuated on May 8, 2008.
 
Quarter Ended
 High Bid  Low Bid  High Bid  Low Bid 
      
May 31, 2010 $0.141  $0.035 
February 26, 2010 $0.27  $0.125 
November 30, 2009 $1.16  $0.25 
August 31, 2009 $1.53  $0.46 
May 31, 2009 $1.00  $0.47  $1.00  $0.47 
February 28, 2009 $0.90  $0.25  $0.90  $0.25 
November 30, 2008 $0.25  $0.25  $0.25  $0.25 
August 31, 2008 $0.25  $0.25  $0.25  $0.25 
May 31, 2008 $0.25  $0.007  $0.25  $0.007 
February 29, 2008 $0.007  $0.007  $0.007  $0.007 
November 30, 2007
 $0.007  $0.007  $0.007  $0.007 
August 31, 2007 $0.007  $0.007  $0.007  $0.007 
 
Holders
 
As of August 18, 2009May 31, 2010 there were approximately 4650 record holders of our common stock.
 
Dividends
 
We have never declared any cash dividends with respect to our common stock.  Future payment of dividends is within the discretion of our Board of Directors and will depend on our earnings, capital requirements, financial condition and other relevant factors.  Although there are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our common stock, we presently intend to retain future earnings, if any, for use in our business and have no present intention to pay cash dividends on our common stock.
 
Recent Sales of Unregistered Securities
 
On January 28, 2010, we entered into an Investment Agreement (“Investment Agreement”) with Dutchess Opportunity Fund, II, LP (the “Investor”).  Pursuant to the Investment Agreement, the Investor committed to purchase up to $5,000,000 of our common stock over a period of thirty-six months (the “Equity Line”).  We may draw on the facility from time to time, as and when we determine appropriate in accordance with the terms and conditions of the Investment Agreement.  The purchase price shall be set at 94% of the highest posted bid price for our common stock during the 5 consecutive trading day period beginning on the trading day immediately following the date of delivery of the applicable put notice.  The amount that we are entitled to put in any one notice shall be equal to either (i) 200% of the average daily trading volume for our common stock for the 3 trading days prior to the applicable put notice date, multiplied by the average of the 3 daily closing prices immediately preceding the put date or (ii) $100,000.   The Investor will not be obligated to purchase shares if the Investor’s total number of shares beneficially held at that time would exceed 4.99% of the number of shares of our common stock as determined in accordance with Rule 13d-1 of the Securities Exchange Act of 1934, as amended.  In addition, we are not permitted to draw on the facility unless there is an effective registration statement to cover the resale of the shares.

9

Pursuant to the terms of a Registration Rights Agreement dated January 28, 2010 between us and the Investor, on February 25, 2010 we filed a registration statement (the “Registration Statement”) with the SEC to register the resale by the Investor of up to 25,000,000 shares of the common stock underlying the Investment Agreement.  On April 6, 2010 we filed Amendment No. 1 to the Registration Statement and pursuant to a cut-back comment from the SEC Staff, reduced the number of shares being registered under the Registration Statement to 14,500,000. On June 1, 2010 we withdrew the registration statement and filed a new registration statement on June 2, 2010 under which we are seeking to register 14,705,000 shares. We are obligated to use all commercially reasonable efforts to have the registration statement declared effective as soon as possible.
On June 9, 2008 we sold 1,000,000 units to a single subscriber at a price of $0.25 per unit.  Each unit consists of one share of our common stock and a warrant to purchase one share of our common stock at a price of $0.40 per share, subject to adjustment, for a period of three years from issuance.  The units were sold in reliance on Regulation S under the Securities Act of 1933, as amended.

8
 
On June 23, 2009 we sold 100,000 units to a single subscriber at a price of $0.50 per unit or an aggregate of $50,000.  Each unit consists of one share of our common stock and a warrant to purchase one share of our common stock at a price of $0.80 per share, subject to adjustment, for a period of three years from issuance.  The units were sold in reliance on Regulation S under the Securities Act of 1933, as amended.
 
On July 6, 2009 we issued 50,00025,000 shares of our common stock to Warren Dillard in consideration of his serving on our advisory board.  The shares were issued in reliance on Section 4(2) under the Securities Act of 1933, as amended.
 
On July 15, 2009 we sold 200,000 units to a single subscriber at a price of $0.50 per unit or an aggregate of $100,000.  Each unit consists of one share of our common stock and a warrant to purchase one share of our common stock at a price of $0.80 per share, subject to adjustment, for a period of three years from issuance.  The units were sold in reliance on Regulation S under the Securities Act of 1933, as amended.
 
On July 29, 2009 we sold 200,000 units to a single subscriber at a price of $0.50 per unit or an aggregate of $100,000.  Each unit consists of one share of our common stock and a warrant to purchase one share of our common stock at a price of $0.80 per share, subject to adjustment, for a period of three years from issuance.  The units were sold in reliance on Regulation S under the Securities Act of 1933, as amended.
 
In connection with our August 5, 2009 and August 12, 2009 Purchase Agreement with Enercor, Inc. we issued 300,000 shares of our common stock effective August 5, 2009 and 300,000 shares of our common stock effective August 12, 2009.  The shares were issued in reliance on Section 4(2) under the Securities Act of 1933, as amended.
In connection with our July 25, 2009 Purchase Agreement with Enercor, Inc. effective July 31, 2009 we issued 4,147,237 shares of our common stock.  The shares were issued in reliance on Section 4(2) under the Securities Act of 1933, as amended.

10

On August 31, 2009 we issued 153,508 shares of our restricted common stock to a former officer and director in connection with an August 31, 2009 Settlement Agreement.  The shares were issued in reliance on Section 4(2) under the Securities Act of 1933, as amended.
Effective August 12, 2009 we sold 319,419 units to a single subscriber pursuant to a July 6, 2009 Share Issuance Agreement.  Each unit consists of one share of common stock and one common stock purchase warrant to purchase one additional share of common stock at a price of $1.18 per share for a period of three years from issuance.  The units were issued in reliance on Section 4(2) under the Securities Act of 1933, as amended.
Effective September 22, 2009 we sold 600,000 units to a single subscriber pursuant to a July 6, 2009 Share Issuance Agreement.  Each unit consists of one share of common stock and one common stock purchase warrant to purchase one additional share of common stock at a price of $1.25 per share for a period of three years from issuance.  The units were issued in reliance on Section 4(2) under the Securities Act of 1933, as amended.
Effective February 23, 2010 we sold 606,000 units to a single subscriber pursuant to a July 6, 2009 Share Issuance Agreement.  Each unit consists of one share of common stock and one common stock purchase warrant to purchase one additional share of common stock at a price of $0.20 per share for a period of three years from issuance.  The units were issued in reliance on Section 4(2) under the Securities Act of 1933, as amended.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
 
None
 
Securities Authorized For Issuance Under Equity Compensation Plans
 
We do not presently maintain any equity compensation plans and have not maintained any such plans since our inception.
 
ITEM 6.             
ITEM 6.SELECTED FINANCIAL DATA
 
Not applicable.
 
ITEM 7.               MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion should be read in conjunction with our audited consolidated financial statements and the accompanying notes included elsewhere in this Annual Report on Form 10-K.
 
The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of various factors, including those discussed elsewhere in this annual report.
 
We are in the exploration stage as an oil and gas exploration company and during the year ended May 31, 20092010 we engaged in limited oil and gas activities.  We had minimal operations and generated no revenues during the fiscal year ended May 31, 2009.2010. Our ability to develop and maintain a meaningful level of revenues from operations is dependent on our ability to successfully acquire and drill exploration and development wells and complete producing property acquisitions.
 
At the present time, we have no developed properties and no production.

 
911
 

In its report dated July 24, 2009,August 10, 2010, our auditors, Ronald R. Chadwick, PC expressed an opinion that there is substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. We have generated no operating revenues since our inception. We havehad an accumulated deficit of $530,041$6,326,754 as of May 31, 2009.2010. Our continuation as a going concern is dependent upon future events, including our ability to raise additional capital and to generate positive cash flows.
 
In May 2008 we acquired a two year option to purchase a 50% interest in certain oil and gas leases in Valley Creek, Montana. We have the right but not the obligation to drill a well on the lands covered by these leases prior to exercising the purchase option and earn a 50% working interest therein. In June 2008 we obtained a 25% interest under a Farmout Agreement with respect to the North Semitropic Prospect in Kern County, California.  In November 2008 we determined not to pursue our interest in the North Semitropic Prospect and effectively unwound the transaction.
Subsequent to the period covered by this Annual Report, we entered into Purchase Agreements with Enercor Inc. datedOn July 25, 2009, August 5, 2009 and August 12, 2009 we entered into Purchase Agreements with Enercor Inc. pursuant to which we have acquired contract rights and working interests in leases located in Uintah County, Utah (see "ITEMITEM 1. BUSINESS"BUSINESS”).
 
Our current business plan strategy is to develop our properties and any other prospects that we may acquire interests in. We intend to fund any additional lease acquisitions and any seismic costs needed to further define the prospects from additional financing. No assurance can be given that such additional financing will be available to us as and when needed or, if available, the terms on which it will be available.
 
Subject to receipt of necessary financing, we plan to spend approximately $1.2 million$1,000,000 in the next 12 months on exploration and development activities such as seismic data acquisition, additional lease acquisition, technical studies and participating in joint venture development and exploration drilling.
 
We will require financing to meet working capital costs, including the cost of reviewing and negotiating transactions and other ordinary general and administrative costs such as regulatory compliance, investor relations, advisory services, officer’s salaries, office and general expenses, professional fees, travel and entertainment and rent and related expenses. We estimate that the level of working capital needed for these general and administrative costs for the next twelve months will be approximately $180,000.$200,000. However, this estimate is subject to change, depending on the number of transactions in which we ultimately become involved. In addition, funding will be required for follow-on development of working interest obligations of any successful exploration prospects.
 
Oil and gas exploration required significant outlays of capital and in many situations may offer a limited probability of success. We hope to enhance our chances for success by effectively using available technology, rigorously evaluating sub-surface data, and, to the extent possible, managing dry-hole and financial risks.
 
We intend to rely on synergistic partnering with sophisticated industry partners. The ideal partner would tend to be a regionally focused independent which has a large seismic database, a solid grasp on the play’s history, and a lead in understanding technology to exploit the play. However, there is no assurance that we will be able to successfully negotiate any such partnering agreement or raise the necessary financing to invest in such a venture, or that any such venture will yield us any revenues or profits.
 
We will face competition from firms that are well-established, successful, better capitalized and, in many instances, willing to pay more for properties than what we might consider prudent. Thus, our success will depend on the execution of our business model to
 
identify available transactions

10
 
quickly evaluate which transactions are most promising; and
 
negotiate a creative transaction structure.
 
Presently we have one full-time employee consisting of Massimiliano Pozzoni, our President and Chief Executive and Financial Officer. We do not expect significant changes in the number of employees during the next twelve months.

 
12

We intend to contract out certain technical and administrative functions on an as-needed basis in order to conduct our operating activities. Our management team will select and hire these contractors and manage and evaluate their work performance.
 
Results of Operations
 
Revenues
 
We have had no revenues since our inception.
 
Expenses
 
We had operating expenses of $279,350$5,790,054 and $188,090$279,350 for the years ended May 31, 20092010 and 2008,2009 respectively.  The increase in operating expenses during the year ended May 31, 20092010 was primarily attributable to write downs of oil and gas properties, website expenses and increased legal and salary expenses.
 
Net Loss
 
We incurred net losses for the years ended May 31, 2010 and 2009 of $5,796,713 and 2008 of $285,988, and $191,819, respectively.  The increase in net loss was directly attributable to the increase in our operating expenses.
 
Liquidity and Capital Resources
 
At May 31, 20092010 we had a working capital deficit of $106,091$198,997 compared to a working capital deficit of $70,103$106,091 at May 31, 2008.2009.  Current liabilities increaseddecreased to $3,560 at May 31, 2010 from $127,163 at May 31, 2009 from $119,7472009.  Current assets increased to $202,557 at May 31, 2008.  Current assets decreased to2010 from $21,072 at May 31, 2009 from $49,644 at May 31, 2008.2009.
 
Critical Accounting Policies and Estimates
 
Cash and Cash Equivalents
 
The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.
 
Use of Estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
 
Income Tax
 
The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109 (“SFAS 109”).  Under SFAS 109 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 
1113
 

Net Income (Loss) per share
 
The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding.  Warrants, stock options, and common stock issuable upon the conversion of the Company’s preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.
 
Revenue Recognition
 
Revenue is recognized on an accrual basis as earned under contract terms.  The Company has had no revenue to date.
 
Oil and Gas Interests
 
The Company follows the full-cost method of accounting for oil and natural gas properties.  Under this method, all costs incurred in the exploration, acquisition, and development, including unproductive wells, are capitalized in separate cost centers for each country.  Such capitalized costs include contract and concessions acquisition, geological, geophysical, and other exploration work, drilling, completing and equipping oil and gas wells, constructing production facilities and pipelines, and other related costs.
 
The capitalized costs of oil and gas properties in each cost center are amortized on a composite units of production method based on future gross revenues from proved reserves.  Sales or other dispositions of oil and gas properties are normally accounted for as adjustments of capitalized costs.  Gain or loss is not recognized in income unless a significant portion of a cost center’s reserves is involved.  Capitalized costs associated with acquisition and evaluation of unproved properties are excluded from amortization until it is determined whether proved reserves can be assigned to such properties or until the value of the properties is impaired.  If the net capitalized costs of oil and gas properties in a cost center exceed an amount equal to the sum of the present value of estimated future net revenues from proved oil and gas reserves in the cost center and the lower of cost or fair value of properties not being amortized, both adjusted for income tax effects, such excess is charged to expense.
 
Since the Company has not produced any oil or gas, a provision for depletion has not been made.
 
Financial Instruments
 
The carrying value of the Company’s financial instruments, including cash and cash equivalents, as reported in the Company’s balance sheet, approximates fair value.
 
Stock Based Compensation
The Company accounts for employee and non-employee stock awards under ASC 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.
Recent Accounting Pronouncements
 
The Company has adopted the provisions of SFAS No. 123(r) which are effective in general for transactions entered into or modified after June 15, 2005.  The adoption did not have a material effect on the results of operations of the Company.

 
1214
 

In May, 2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154, “Accounting Changes and Error Corrections – A Replacement of APB Opinion No. 20 and SFAS No. 3”.  SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle and applies to all voluntary changes in accounting principle.  It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions.  SFAS 154 requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change.  The provisions of SFAS No. 154 are effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005.  The adoption of this standard isdid not expected to have a material effect on the Company’s results of operations or financial position.
 
Off Balance Sheet Arrangements
 
None.
 
Contractual Obligations
 
Not applicable.
 
ITEM 7A           
ITEM 7AQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Not applicable
 
ITEM 8.             
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
See the Financial Statements and notes thereto commencing on page F-1.
 
ITEM 9.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
Not applicable.
 
ITEM 9A.[T]     
ITEM 9A.[T]CONTROLS AND PROCEDURES
 
Evaluation of Our Disclosure Controls and Internal Controls
 
We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including Massimiliano Pozzoni, our chief executive and financial officer, to allow timely decisions regarding required disclosure. As of the end of the period covered by this Annual Report, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive and financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act. Based on this evaluation, management concluded that, as of May 31, 2009,2010, our disclosure controls and procedures were effective.
 
Management’s Report on Internal Control over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of our financial statements in accordance with U.S. generally accepted accounting principles, or GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

 
1315
 

With the participation of Massimiliano Pozzoni, our Chief Executive and Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of May 31, 2009 based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on our evaluation, management concluded that we did maintain effective internal control over financial reporting as of May 31, 20092010 based on the COSO framework criteria.
 
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report on Form 10-K.
 
Limitations on Effectiveness of Controls and Procedures
 
Our management, including Massimiliano Pozzoni, our Chief Executive and Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
 
Changes in Internal Controls
 
During the fiscal quarter ended May 31, 2009,2010, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.
 
ITEM 9B.          
ITEM 9B.OTHER INFORMATION
 
Not applicable.
 
PART III
 
ITEM 10.           
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
 
Executive Officers, Directors and Key Employees
 
Directors serve until the next annual meeting of the stockholders; until their successors are elected or appointed and qualified, or until their prior resignation or removal.  Officers serve for such terms as determined by our board of directors.  Each officer holds office until such officer’s successor is elected or appointed and qualified or until such officer’s earlier resignation or removal.  No family relationships exist between any of our present directors and officers.

 
1416
 

The following table sets forth certain information, as of May 31, 2009,2010, with respect to our directors and executive officers.
 
Name Positions Held Age 
Date of Election or
Appointment as
Director
       
Massimiliano Pozzoni President, Secretary, Treasurer, CEO, CFO, and Director 3233 March 21, 2008
 
The following is a brief account of the business experience during the past five years or more of each of our directors and executive officers.
 
Massimiliano Pozzoni
 
From March 21, 2008 to the present, Mr. Pozzoni has served as a Director and as our President and Chief Executive and Financial Officer. Mr. Pozzoni has served as an executive officer and a Director of True North Energy Corp. (“True North”), a public US oil and gas company since January 27, 2006.  Mr. Pozzoni served as the sole executive officer of True North from January 27, 2006 until June 1, 2006. From June 1, 2006 to the present, Mr. Pozzoni has served as the Secretary, Treasurer, and Chief Financial and Accounting Officer of True North. From March 2004 until January 18, 2007 Mr. Pozzoni served as an executive officer and Director of Falcon Natural Gas Corp., a U.S. public company engaged in oil and gas operations. From November 2003 to June 1, 2005, Mr. Pozzoni served as the Chief Executive Officer and Director of Gulf Coast Oil & Gas Inc., formerly Otish Mountain Diamond Company, a public reporting company. From September 2001 to July 2003, Mr. Pozzoni attended London Business School on a full-time basis. From June 2002 to August 2002, Mr. Pozzoni was employed as a Summer Associate at Lehman Brothers Inc. From June 1998 to June 2001, Mr. Pozzoni worked as an engineer at Schlumberger Oilfield Services. Mr. Pozzoni received a Bachelor degree in International Business in 1998 from the University of Kansas and an MBA degree from the London Business School in 2003.
 
Board of DirectorsDirectors; Board Committees
 
None of our directors receive any remuneration for acting as such. Directors may however be reimbursed their expenses, if any, for attendance at meetings of the Board of Directors. Our Board of Directors may designate from among its members an executive committee and one or more other committees. No such committees presently exist, due to the fact that we presently have only one director. Accordingly, we do not have an audit committee or an audit committee financial expert. We are presently not required to have an audit committee financial expert and do not believe we otherwise need one at this time due to our lack of materiallimited business operations. Similarly we do not have a nominating committee or a committee performing similar functions. Our sole director, Massimiliano Pozzoni, serves the functions of an audit committee and a nominating committee. We have not implemented procedures by which our security holders may recommend board nominees to us but expect to do so in the future, when and if we engage in material business operations.
Corporate Governance
Leadership Structure
Our board has 1 member, Massimiliano Pozzoni. Accordingly we have not designated a chairman.

17

We are a small, exploration stage company which has yet to achieve operating revenues. Our sole director, Mr. Pozzoni, also serves as our sole executive officer.  We believe that our present management structure is appropriate for a company of our size and state of development.
Our board is actively involved in our risk oversight function and collectively undertakes our risk oversight function. This review of our risk tolerances includes, but is not limited to, financial, legal and operational risks and other risks concerning our reputation and ethical standards.
Given our size, we do not have a nominating committee or a diversity policy. Our entire board monitors and assesses the need for and qualifications of additional directors.  We may adopt a diversity policy in the future in connection with our anticipated growth.
 
Compliance with Section 16(a) of the Exchange Act
 
Section 16(a) of the Exchange Act, as amended, requires that our directors, executive officers and persons who own more than 10% of a class of our equity securities that are registered under the Exchange Act to file with the Commission initial reports of ownership and reports of changes of ownership of such registered securities.
 
To our knowledge, based solely on a review of copies of such reports, no person required to file such a report failed to file a required report with respect to the fiscal year covered by this report.

15
 
Code of Ethics
 
In 2007 we adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, persons performing similar functions as well as to our directors and employees. A copy of our Code of Ethics will be provided to any person requesting same without charge. To request a copy of our Code of Ethics please make written request to our President c/o Cobra Oil & Gas CompanyViper Resources, Inc. at Uptown Center, 2100 West Loop South, Houston, TX 77002.
 
ITEM 11. EXECUTIVE COMPENSATION
 
The following table sets forth information concerning the total compensation paid or accrued by us during the three fiscal years ended May 31, 2010, 2009, 2008 and 20072008 to (i) all individuals that served as our principal executive officer or acted in a similar capacity for us at any time during the fiscal year ended May 31, 2009;2010; (ii) all individuals that served as our principal financial officer or acted in a similar capacity for us at any time during the fiscal year ended May 31, 2009;2010; and (iii) all individuals that served as executive officers of ours at any time during the fiscal year ended May 31, 20092010 that received annual compensation during the fiscal year ended May 31, 20092010 in excess of $100,000.

 
18

Summary Compensation Table
 
Name and
Principal
Position
Year
Salary 
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)
Non-
Equity
Incentive
Plan
Compen-
sation ($)
Change
in
Pension
Value
and
Non-
qualified
Deferred
Compen-
sation
Earnings
($)
All
Other
Compen-
sation ($)
Total ($)
(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)
Massimiliano Pozzoni(1), Chief Executive and Financial Officer
2009
2008
2007
105,000
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
105,000
0
0
Name and
Principal
Position
 Year 
Salary 
($)
  
Bonus
($)
  
Stock
Awards
($)
  
Option
Awards
($)
  
Non-
Equity
Incentive
Plan
Compen-
sation ($)
  
Change
in
Pension
Value
and
Non-
qualified
Deferred
Compen-
sation
Earnings
($)
  
All
Other
Compen-
sation ($)
  Total ($) 
                           
Massimiliano 2010  99,000   0   0   0   0   0   0   99,000 
Pozzoni(1),
 2009  105,000   0   0   0   0   0   0   105,000 
Chief Executive 2008  0   0   0   0   0   0   0   0 
and Financial                                  
Officer                                  
 
(1)Effective March 21, 2008 Massimiliano Pozzoni was appointed as our President, Treasurer, Secretary, and Principal Executive and Financial Officer.
 
We have not issued any stock options or maintained any stock option or other incentive plans since our inception. We have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans. Similarly, we have no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payments to the named executive officers or any other persons following, or in connection with the resignation, retirement or other termination of a named executive officer, or a change in control of us or a change in a named executive officer’s responsibilities following a change in control.

16
 
Employment Agreements
 
On June 5, 2008 we entered into an Executive Employment Agreement (the “Agreement”) with Massimiliano Pozzoni to serve as our President. The Agreement has a one year term and is renewable by mutual written agreement. Mr. Pozzoni is being paid an annual salary of $120,000 under the Agreement, payable in equal installments of $10,000 per month and is entitled to reimbursement of business expenses. The Agreement provides for termination by us due to the death or disability of Mr. Pozzoni and may also be terminated by us with or without cause. Mr. Pozzoni may terminate the Agreement for good reason. In the event the Agreement is terminated by us without cause or by Mr. Pozzoni for good reason we are obligated to pay Mr. Pozzoni the equivalent of three month’s salary. In the event our stock trades at an average price of $2.00 or more per share during a minimum period of 30 calendar days, Mr. Pozzoni is entitled to a review of his employment agreement.
 
Effective January 1, 2009 Massimiliano Pozzoni agreed to a temporary reduction in the monthly payment due to him under his employment agreement from $10,000 to $7,000.  Effective January 1, 2010 Mr. Pozzoni’s monthly salary was restored to $10,000.
 
ITEM 12.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
The following table sets forth information with respect to the beneficial ownership of our common stock known by us as of May 31, 20092010 by:

 
19

 ·each person or entity known by us to be the beneficial owner of more than 5% of our common stock;
 
 ·each of our directors;
 
 ·each of our executive officers; and
 
 ·all of our directors and executive officers as a group.
 
The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on such date and all shares of our common stock issuable to such holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by such person at said date which are exercisable within 60 days of May 31, 2009.  Except as otherwise indicated, each person’s address is c/o Cobra Oil & Gas Company,Viper Resources, Inc., Uptown Center, 2100 North Loop South, Suite 400, Houston, TX 77002.  Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent such power may be shared with a spouse.
 
Amount and Nature 
of Beneficial Percentage of
Name of Beneficial Owner Title of Class 
Amount and Nature
of Beneficial
Ownership(1)
 
Percentage of
Class(2)
 
        
Massimiliano Pozzoni 
Common Stock,
$0.00001 $0.00001 par value
 
35,000,000 shares
owned directly
  48.5244.24%
         
Banque SCS Allicance SA
Route de Chancy 6B
Case Postal 64
CH-1211, Geneva 8
Switzerland
 
Common Stock,
$0.00001 $0.00001 par value
 
4,000,000 shares owned
directly (3)
  5.545.05%
         
All directors and executive officers as a group (1 person) 
Common Stock,
$0.00001 $0.00001 par value
 35,000,000 shares  48.5244.24%
17
 
 (1)As used herein, the term beneficial ownership with respect to a security is defined by Rule 13d-3 under the Securities Exchange Act of 1934 as consisting of sole or shared voting power (including the power to vote or direct the vote) and/or sole or shared investment power (including the power to dispose or direct the disposition of) with respect to the security through any contract, arrangement, understanding, relationship or otherwise, including a right to acquire such power(s) during the next 60 days.  Unless otherwise noted, beneficial ownership consists of sole ownership, voting and investment rights.
 
 (2)There were 72,140,00079,116,214 shares of common stock issued and outstanding on May 31, 2009.2010.
 
 (3)Includes 2,000,000 shares underlying presently exercisable warrants.
 
Changes in Control
 
Not Applicable.

 
20

Securities Authorized for Issuance Under Equity Compensation Plans
 
We do not presently maintain any equity compensation plans and have not maintained any such plans since our inception.
 
ITEM 13.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 
As discussed in greater detail in Item 10. Executive Compensation - Employment Agreements, on June 5, 2008 we entered into a one year Executive Employment Agreement with Massimiliano Pozzoni, which provided for the payment of an annual salary of $120,000 or $10,000 per month.  Effective January 1, 2009 Mr. Pozzoni agreed to a temporary reduction in the monthly payment due to him under the Executive Employment Agreement from $10,000 to $7,000 per month. Effective January 1, 2010 the monthly payment amount was restored to $10,000.
 
On January 21, 2008 DougAugust 31, 2009 we entered into a Settlement Agreement (the “Agreement”) with Douglas Berry, advanced $75,000a former officer and director, whereby we settled our outstanding debt to us as a loan payable, which when combined with previousMr. Berry in the amount of $125,262.45 through the issuance of 153,508 shares of our restricted common stock.  The debt was the result of loans made to us by Mr. Berry resulted in an outstanding loan principal balancethe aggregate amount of $110,625.$110,625 and the resulting interest of $14,637.45 due thereon.  The loan is unsecured, payableshares were valued at $0.816 per share which represented a 20% discount to the closing price of our common stock on demand and bears interest at 6.0% per annum. Asthe date of May 31, 2008 we had incurred interest payable under this loan of $6,341, with interest expense in 2008 of $3,729. As of May 31, 2008, the total amount due to Mr. Berry in principal and interest was $116,965.Agreement.
 
Director Independence
 
Our sole present director is not “independent” as that term is defined by the National Association of Securities Dealers Automated Quotations (“NASDAQ”) as our director also serves as our sole executive officer.
 
ITEM 14.         PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
Audit Fees.
 
The aggregate fees billed to us by our principal accountant for services rendered during the fiscal years ended May 31, 20092010 and 20082009 are set forth in the table below:

18
 
  Fiscal year ended  Fiscal year ended 
Fee Category May 31, 2009  May 31, 2008 
         
Audit fees (1) $9,800  $9,500 
         
Audit-related fees (2)  0   0 
         
Tax fees (3)  0   0 
         
All other fees (4)  0   0 
         
Total fees $9,800  $9,500 

 
Fee Category
 
Fiscal year ended
May 31, 2010
  
Fiscal year ended
May 31, 2009
 
       
Audit fees (1) $8,500  $9,800 
         
Audit-related fees (2)  0   -0- 
         
Tax fees (3)  0   -0- 
         
All other fees (4)  0   -0- 
         
Total fees $8,500  $9,800 
 
(1)Audit fees consist of fees incurred for professional services rendered for the audit of consolidated financial statements, for reviews of our interim consolidated financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements.
 
21

(2)Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our consolidated financial statements, but are not reported under “Audit fees.”
 
(3)Tax fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice.
 
(4)All other fees consist of fees billed for all other services.
 
Audit Committee’s Pre-Approval Practice.
 
Prior to our engagement of our independent auditor, such engagement was approved by our board of directors. The services provided under this engagement may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Pursuant our requirements, the independent auditors and management are required to report to our board of directors at least quarterly regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. Our board of directors may also pre-approve particular services on a case-by-case basis. All audit-related fees, tax fees and other fees incurred by us for the year ended December 31, 2008, were approved by our board of directors.
 
PART IV
 
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
Financial StatementsPage
  
Report of Independent Registered Public Accounting FirmF-2
  
Balance Sheets as of May 31, 20092010 and 20082009F-3
  
Statements of Operations for the years ended May 31, 20092010 and 20082009 and for the period from November 18, 2005 (Inception) through May 31, 20092010F-4
  
Statements of Changes in Stockholders’ Equity (Deficit) for the period from November 18, 2005 (Inception) through May 31, 20092010F-5
  
Statements of Cash Flows for the years ended May 31, 20092010 and 20082009 and for the period from November 18, 2005 (Inception) through May 31, 20092010F-6
  
Notes to Financial StatementsF-7

19

Financial Statement Schedules
 
All financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
 
Exhibits
 
In reviewing the agreements included as exhibits to this Form 10-K, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

 
22

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
 
have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
 
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
 
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
 
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Form 10-K and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.
 
The following exhibits are included as part of this report:
 
Exhibit No. 
SEC Report
Reference No.
 DescriptionExhibit No. 
SEC Report
Reference No.
 Description
          
3.1 3.1 
Articles of Incorporation, as filed with the Nevada Secretary of State on November 18, 2005 (1)
  3.1  
Articles of Incorporation, as filed with the Nevada Secretary of State on November 18, 2005 (1)
          
3.2 3.2 
Bylaws (1)
  3.1  
Certificate of Amendment filed with the Nevada Secretary of State on October 14, 2009 (2)
          
3.3  3.2  
Bylaws (1)
      
4.1 4.1 
Warrant dated August 12, 2009 for 319,419 shares issued to Baden Energy Group Ltd. (11)
  4.1  
Warrant dated August 12, 2009 exercisable for 319,419 shares issued to Baden Energy Group Ltd. (3)
      
4.2  4.1  
Warrant dated September 22, 2009 excercisable for 60,000 shares issued to Baden Energy Group Ltd. (4)
          
10.1 10.1 
Assignment of Quit Claim of Oil and Gas Leases, dated May 15, 2006 (1)
  10.1  
Assignment of Quit Claim of Oil and Gas Leases, dated May 15, 2006 (1)
          
10.2  10.2  
Joint Venture Agreement with DNR Oil & Gas Inc., dated May 15, 2006 (1)
      
10.3  10.3  
Joint Venture Agreement with Colorado Oil & Gas, Inc., dated May 15, 2006 (1)
      
10.4  10.1  
Well Service and Operating Agreement dated May 11, 2007 between Registrant and DNR Oil & Gas Company (5)

 
2023
 


Exhibit No. 
SEC Report
Reference No.
 DescriptionExhibit No. 
SEC Report
Reference No.
 Description
          
10.2 10.2 
Joint Venture Agreement with DNR Oil & Gas Inc., dated May 15, 2006 (1)
    
10.3 10.3 
Joint Venture Agreement with Colorado Oil & Gas, Inc., dated May 15, 2006 (1)
    
10.4 10.1 
Well Service and Operating Agreement dated May 11, 2007 between Registrant and DNR Oil & Gas Company (2)
10.5 10.1 
Memorandum of Intent, dated May 22, 2008 between Registrant and Coastal Petroleum Company (3)
  10.1  
Memorandum of Intent, dated May 22, 2008 between Registrant and Coastal Petroleum Company (6)
          
10.6 10.1 
Executive Employment Agreement effective June 5, 2008 between Registrant and Massimiliano Pozzoni (4)
  10.1  
Executive Employment Agreement effective June 5, 2008 between Registrant and Massimiliano Pozzoni (7)
          
10.7 10.1 
Assignment of Farmout Interest dated June 16, 2008 between Registrant and West Canyon Energy Corp. (5)
  10.1  
Assignment of Farmout Interest dated June 16, 2008 between Registrant and West Canyon Energy Corp. (8)
          
10.8 10.2 
Formal Agreement dated June 18, 2008 between Registrant and Coastal Petroleum Corp. (5)
  10.2  
Formal Agreement dated June 18, 2008 between Registrant and Coastal Petroleum Corp. (8)
          
10.9 10.1 
Share Issuance Agreement dated July 6, 2009 between Registrant and Baden Energy Group Ltd. (7)
  10.1  
Share Issuance Agreement dated July 6, 2009 between Registrant and Baden Energy Group Ltd. (10)
          
10.10 10.1 
Purchase Agreement dated July 25, 2009 between Registrant and Enercor, Inc. (8)
  10.1  
Purchase Agreement dated July 25, 2009 between Registrant and Enercor, Inc. (11)
          
10.11 10.1 
Purchase Agreement dated August 5, 2009 between Registrant and Enercor, Inc. (9)
  10.1  
Purchase Agreement dated August 5, 2009 between Registrant and Enercor, Inc. (12)
          
10.12 10.1 
Purchase Agreement dated August 12, 2009 between Registrant and Enercor, Inc. (10)
  10.1  
Purchase Agreement dated August 12, 2009 between Registrant and Enercor, Inc. (13)
          
10.13 * July 6, 2009 Advisory Board Agreement with Warren Dillard  10.13  
July 6, 2009 Advisory Board Agreement with Warren Dillard (14)
          
10.14  10.1  
Investment Agreement between Registrant and Dutchess Opportunity Fund II, LP, dated January 28, 2010 (2)
      
10.15  10.2  
Registration Rights Agreement between Registrant and Dutchess Opportunity Fund II, LP, dated January 28, 2010 (2)
      
10.16  10.1  
Settlement Agreement, effective September 8, 2009 between Registrant and Cobra Oil & Gas Corporation (15)
      
14.1 14.1 
Code of Ethics (6)
  14.1  
Code of Ethics (9)
      
21  *  Subsidiaries of Registrant
          
31.1/31.2 * Certification of Principal Executive Officer and Principal Financial pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  *  Certification of Principal Executive Officer and Principal Financial pursuant to Rule 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended
          
32.1/32.22 * 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 and Chief Financial Officer)  *  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 and Chief Financial Officer)
 
* Filed herewith.

 
2124
 

(1)Filed as an exhibit, numbered as indicated above, to Registrant’s Registration Statement on Form SB-2, as filed with the Securities and Exchange Commission on July 25, 2006, which exhibit is incorporated herein by reference.
 
(2)Filed as an exhibit, numbered as indicated above, to Registrant’s Current Report on Form 8-K, dated October 14, 2009, as filed with the Securities and Exchange Commission on February 3, 2010, which exhibit is incorporated herein by reference.
(3)Filed as an exhibit, numbered as indicated above, to Registrant’s Current Report on Form 8-K dated August 12, 2009, as filed with the Securities and Exchange Commission on August 17, 2009, which exhibit is incorporated herein by reference.
(4)Filed as an exhibit, numbered as indicated above, to Registrant’s Current Report on Form 8-K dated September 22, 2009, as filed with the Securities and Exchange Commission on September 25, 2009, which exhibit is incorporated herein by reference.
(5)Filed as an exhibit, numbered as indicated above, to Registrant’s Quarterly Report on Form 10-QSB for the quarter ended August 31, 2007, as filed with the Securities and Exchange Commission on October 15, 2007, which exhibit is incorporated herein by reference.
 
(3)(6)Filed as an exhibit, numbered as indicated above, to Registrant’s Current Report on Form 8-K dated May 22, 2008, as filed with the Securities and Exchange Commission on May 27, 2008, which exhibit is incorporated herein by reference.
 
(4)(7)Filed as an exhibit, numbered as indicated above, to Registrant’s Current Report on Form 8-K dated June 5, 2008, as filed with the Securities and Exchange Commission on June 6, 2008, which exhibit is incorporated herein by reference.
 
(5)(8)Filed as an exhibit, numbered as indicated above, to Registrant’s Current Report on Form 8-K dated June 10, 2008, as filed with the Securities and Exchange Commission on July 2, 2008, which exhibit is incorporated herein by reference.
 
(6)(9)Filed as an exhibit, numbered as indicated above, to Registrant’s Annual Report on Form 10-KSB for the year ended May 31, 2007, as filed with the Securities and Exchange Commission on August 28, 2007, which exhibit is incorporated herein by reference.
 
(7)(10)Filed as an exhibit, numbered as indicated above, to Registrant’s Current Report on Form 8-K dated July 6, 2009, as filed with the Securities and Exchange Commission on July 14, 2009, which exhibit is incorporated herein by reference.
 
(8)(11)Filed as an exhibit, numbered as indicated above, to Registrant’s Current Report on Form 8-K dated July 25, 2009, as filed with the Securities and Exchange Commission on July 30, 2009, which exhibit is incorporated herein by reference.
 
(9)(12)Filed as an exhibit, numbered as indicated above, to Registrant’s Current Report on Form 8-K dated August 5, 2009, as filed with the Securities and Exchange Commission on August 11, 2009, which exhibit is incorporated herein by reference.
 
(10)(13)Filed as an exhibit, numbered as indicated above, to Registrant’s Current Report on Form 8-K dated August 12, 2009, as filed with the Securities and Exchange Commission on August 17, 2009, which exhibit is incorporated herein by reference.
 
25

(11)(14)Filed as an exhibit, numbered as indicated above, to Registrant’s CurrentAnnual Report on Form 8-K dated August 12,10-K for the year ended May 31, 2009, as filed with the Securities and Exchange Commission on August 17,20, 2009, which exhibit is incorporated herein by reference.

(15)Filed as an exhibit, numbered as indicated above, to Registrant’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2009, as filed with the Securities and Exchange Commission on October 15, 2009, which exhibit is incorporated herein by reference.
 
2226
 

SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 COBRA OIL & GAS COMPANYVIPER RESOURCES, INC.
  
Dated:  August 20, 200926, 2010By:/s/ Massimiliano Pozzoni
  Massimiliano Pozzoni, President and
  Principal Executive and Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on this 2026th day of August, 2009.2010.
 
/s/ Massimiliano PozzoniAugust 20, 2009     26, 2010
Massimiliano Pozzoni, President,
Principal Executive Officer, Principal
Financial and Accounting Officer,
and Director
 

2327

FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

 Page
  
Report of Independent Registered Public Accounting FirmF-2
  
Balance Sheets as of May 31, 2010 and 2009 and 2008 (audited)F-3
  
Statements of Operations  for the Years Ended May 31, 2010 and 2009 and 2008 (audited)
and for the period from November 18, 2005 (dated of inception) through
May 31, 20092010 (audited)
F-4
  
Statements of Stockholders’ Equity for the period from November 18, 2005 (dated of inception) through May 31, 20092010 (audited)F-5
  
Statements of Cash Flows for the Years Ended May 31, 2010 and 2009 and 2008 (audited)
and the for the period from November 18, 2005 (dated of inception) through
May 31, 20092010 (audited)
F-6
  
Notes to Financial Statements (audited)F-7

 
F-1
 

RONALD R. CHADWICK, P.C.
Certified Public Accountant
2851 South Parker Road, Suite 720
Aurora, Colorado  80014
Telephone (303)306-1967
Fax (303)306-1944

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Viper Resources, Inc.
(formerly Cobra Oil and Gas CompanyCompany)
Aurora, ColoradoHouston, Texas

I have audited the accompanying balance sheets of Cobra Oil and Gas Company,Viper Resources, Inc., an exploration stage company, as of May 31, 20092010  and 20082009  and the related statements of operations, stockholders' equity and cash flows for the years then ended, and for the period from November 18, 2005 (inception) through May 31, 2009 .2010. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material  respects, the financial position of Cobra Oil and Gas CompanyViper Resources, Inc. as of May 31, 2010  and 2009,  and 2008the results of its operations and the related statements of operations, stockholders' equity andits cash flows for the years then ended, and for the period from November 18, 2005 (inception) through May 31, 20092010  in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 7 to the financial statements the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 7. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Aurora, Colorado
/s/  Ronald R. Chadwick, P.C.
July 24, 2009August 10, 2010RONALD R. CHADWICK, P.C.

 
F-2
 


VIPER RESOURCES, INC.
COBRA OIL & GAS COMPANY(formerly Cobra Oil and Gas Company)
(An Exploration Stage Company)
BALANCE SHEET

 May 31,  May 31, 
 2009  2008  2010  2009 
            
ASSETS      ASSETS 
            
Current assets            
Cash $21,072  $49,644  $202,557  $21,072 
Total current assets  21,072   49,644   202,557   21,072 
                
Property and equipment                
Office equipment net of $434 depreciation 2,462     
Oil and gas properties, non producing, full cost method  180,000   180,000   96,000   180,000 
Total property and equipment  98,462   180,000 
        
Other assets        
Prepaid expenses  20,000   - 
Total other assets  20,000   - 
                
Total Assets $201,072  $229,644  $321,019  $201,072 
                
LIABILITIES & STOCKHOLDERS' EQUITY        LIABILITIES & STOCKHOLDERS' EQUITY 
                
Current Liabilities                
Accounts payable and accrued liabilities $3,560  $2,781  $2,050  $3,560 
Due to related party  123,603   116,966   1,510   123,603 
Total current liabilities  127,163   119,747   3,560   127,163 
                
Stockholders' Equity                
Preferred stock, $0.00001 par value; 100,000,000 shares authorized; none issued and outstanding        
Common stock, $0.00001 par value; 100,000,000 shares authorized; 72,140,000 and 71,140,000 issued and outstanding respectively  721   711 
Preferred stock, $0.00001 par value;        
100,000,000 shares authorized;        
none issued and outstanding        
Common stock, $0.00001 par value;        
100,000,000 shares authorized;        
72,140,000 issued and outstanding at May 31, 2009        
and 79,116,214 issued and outstanding at May 31, 2010 791  721 
Additional paid-in capital  603,229   353,239  6,643,422  603,229 
Deficit accumulated during the exploration stage  (530,041)  (244,053)  (6,326,754)  (530,041)
                
Total Stockholders' Equity  73,909   109,897   317,459   73,909 
                
Total Liabilities and Stockholders' Equity $201,072  $229,644  $321,019  $201,072 

The accompanying notes are an integral part of these financial statements.

 
F-3
 

VIPER RESOURCES, INC.
COBRA OIL & GAS COMPANY(formerly Cobra Oil and Gas Company)
(An Exploration Stage Company)
Statement of Operations

       November 18,        November 18, 
       2005 (Inception)        2005 (Inception) 
       Through        Through 
 Year Ended May 31,  May 31,  Year Ended May 31,  May 31, 
 2009  2008  2009  2010  2009  2010 
                  
Revenue $-  $-  $-  $-  $-  $- 
                        
Expenses                        
Advertising     1,495  1,495  -  -  1,495 
Accounting 11,865  9,860  32,465  12,950  11,865  45,415 
Bank charges 1,186  159  4,245  2,897  1,186  7,142 
Delay rentals 2,944      2,944  -  2,944  2,944 
Depreciation 434      434 
Director's fees 17,000      17,000 
Exploration costs     141,756  141,756  -  -  129,885 
Insurance 40,000      40,000 
Legal 91,474  16,448  120,675  169,817  91,474  290,492 
Office expense 5,921  1,738  9,500  15,501  5,921  25,001 
Rent 24,000  7,035  34,635  24,739  24,000  59,374 
Telephone 5,862      5,862  3,219  5,862  9,081 
Transfer agent 1,215  4,399  20,614  2,553  1,215  23,167 
Travel 20,044  2,500  22,544  15,438  20,044  37,982 
Management services 105,000  2,700  113,100  135,000  105,000  248,100 
Write downs - oil and gas properties 5,232,000      5,243,871 
Website - investor communications  9,839   -   9,839   118,506   9,839   128,345 
                        
Total expenses  279,350   188,090   519,674   5,790,054   279,350   6,309,728 
                        
Loss from operations (279,350) (188,090) (519,674)  (5,790,054)  (279,350)  (6,309,728)
                        
Other income (expense)                        
Interest  (6,638)  (3,729)  (10,367)
Interest expense  (6,659)  (6,638)  (17,026)
Total other income (expense)  (6,659)  (6,638)  (17,026)
                        
Income (loss) before provision for income taxes (285,988) (191,819) (530,041) (5,796,713) (285,988) (6,326,754)
                        
Provision for income tax          -           - 
                        
Net income (loss) $(285,988) $(191,819) $(530,041) $(5,796,713) $(285,988) $(6,326,754)
                     ��  
Net income (loss) per share                        
(Basic) $(0.00) $(0.00)     $(0.08) $(0.00)    
                        
(Fully diluted) $(0.00) $(0.00)     $(0.08) $(0.00)    
                        
Weighted average number of common shares outstanding  72,098,333   192,951,475     
Weighted average number of            
common shares outstanding  75,960,189   72,098,333     
                        
Fully diluted weighted average number of common shares outstanding  72,098,333   192,951,475     
Fully diluted weighted average number            
of common shares outstanding  75,960,189   72,098,333     

The accompanying notes are an integral part of these financial statements.

 
F-4
 


VIPER RESOURCES, INC.
COBRA OIL & GAS COMPANY(formerly Cobra Oil and Gas Company)
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY

             Deficit                 Deficit    
             Accum.                 Accum.    
       Additional     During the  Stock        Additional     During the  Stock 
 Common Stock  Paid-in  Donated  Exploration  holders'  Common Stock  Paid-in  Donated  Exploration  holders' 
 
Shares (1)
  
Amount
  
Capital
  
Capital
  
Stage
  
Equity
  Shares  Amount  Capital  Capital  Stage  Equity 
                                    
Balances at November 18, 2005 -  $-  $-  $-  $-  $-  -  $-  $-  $-  $-  $- 
                                                
November 30, 2005. 175,000,000 shares of common stock issued for cash of $50 to a founder, for $0.0000003 per share  175,000,000   1,750   (1,700)          50 
November 30, 2005. 5,000,000 shares                        
of common stock issued for cash of                        
$5,000 to a founder, for                        
$0.00001 per share 5,000,000  50              50 
                                                
Donated services and rent             3,000      3,000              3,000      3,000 
Gain (loss) for the period from November 18, 2005 (Inception) through May 31, 2006                  (4,874)  (4,874)
Gain (loss) for the period from                        
November 18, 2005 (Inception)                        
through May 31, 2006                  (4,874)  (4,874)
                                                
Balances at May 31, 2006 175,000,000  $1,750  $(1,700) $3,000  $(4,874) $(1,824) 5,000,000  50  -  3,000  (4,874) (1,824)
                                                
April 12, 2007, 35,140,000 shares of common stock issued for cash at $0.0026 per share  35,140,000   351   90,049           90,400 
April 12, 2007, 1,004,000 shares                        
of common stock issued for cash                        
at $0.10 per share 1,004,000  10  90,390          90,400 
Donated services and rent             6,000      6,000              6,000      6,000 
Gain (loss) for the year                  (47,360)  (47,360)                  (47,360)  (47,360)
                                                
Balances at May 31, 2007 210,140,000  $2,101  $88,349  $9,000  $(52,234) $47,216  6,004,000  60  90,390  9,000  (52,234) 47,216 
                                                
April 16, 2008, 140,000,000 shares were returned by M. Pozzoni for cancellation  (140,000,000)  (1,400)  1,400           - 
April 16, 2008, 4,000,000 shares                        
were returned by M. Pozzoni (4,000,000) (40) 40          - 
for cancellation                        
                                                
May 22, 2008, 1,000,000 units consisting of 1 share and 1 warrant exercisable at $0.40 issued for cash at $0.25 per unit  1,000,000   10   249,990           250,000 
April 22, 2008, forward split of                        
35:1 declared by directors 68,136,000  681  (681)         - 
                        
May 22, 2008, 1,000,000 units                        
consisting of 1 share and 1                        
warrant exercisable at $0.40                        
issued for cash at $0.25 per unit 1,000,000  10  249,990          250,000 
                                                
Donated services and rent             4,500      4,500              4,500      4,500 
Gain (loss) for the year                  (191,819)  (191,819)
Gain (loss) for the period                  (191,819)  (191,819)
                                                
Balances at May 31, 2008 71,140,000  $711  $339,739  $13,500  $(244,053) $109,897  71,140,000  711  339,739  13,500  (244,053) 109,897 
                                                
June 11, 2008, 1,000,000 units consisting of 1 share and 1 warrant exercisable at $0.40 issued for cash at $0.25 per unit  1,000,000   10   249,990           250,000 
June 11, 2008, 1,000,000 units                        
consisting of 1 share and 1                        
warrant exercisable at $0.40                        
issued for cash at $0.25 per unit 1,000,000  10  249,990          250,000 
                                                
Reclassify donated capital         13,500  (13,500)     -          13,500  (13,500)     - 
Gain (loss) for the year                  (285,988)  (285,988)
Loss for the year                  (285,988)  (285,988)
                                                
Balances at May 31, 2009  72,140,000  $721  $603,229  $-  $(530,041) $73,909  72,140,000  721  603,229  -  (530,041) 73,909 
                        
June 23, 2009, 100,000 units consisting                        
of 1 share and 1 warrant exerciseable                        
at $0.80 issued for cash at                        
$0.50 per unit 100,000  1  49,999          50,000 
                        
July 6, 2009 shares issued for services 25,000      12,500          12,500 
                        
July 21, 2009, 200,000 units consisting                        
of 1share and 1 warrant exerciseable                        
at $0.80 issued for cash at                        
$0.50 per unit 200,000  2  99,998          100,000 
                        
July 25, 2009 issuance for down                        
payment to Enercor for Utah lease 4,147,227  42  3,999,958          4,000,000 
                        
July 30, 2009, 200,000 units consisting                        
of 1 share and 1 warrant exerciseable                        
at $0.80 issued for cash at                        
$0.50 per unit 200,000  2  99,998          100,000 
                        
August 5, 2009 issuance for 37.5%                        
working interest in Utah lease 300,000  3  335,997          336,000 
                        
August 12, 2009, issuance for 62.5%                        
working interest in Utah lease 300,000  3  311,997          312,000 
                        
August 12, 2009, 319,419 units consisting                        
of 1 share and 1 warrant exerciseable                        
at $1.18 issued for cash at $0.94                        
per unit 319,149  3  299,997          300,000 
                        
August 31, 2009, settlement of debt with                        
former Company officer 153,508  2  125,261          125,263 
                        
September 22, 2009, 600,000 units                        
consisting of 1 share and 1 warrant                        
exerciseable at $1.25 issued for cash                        
at $1.00 per unit 600,000  6  599,994          600,000 
                        
Jan 6, 2010 - Shares issued for advisor                        
services 25,000      4,500          4,500 
                        
February 23, 2010, 606,060 units                        
consisting of 1 share and 1 warrant                        
exerciseable at $0.20 issued for cash                        
at $0.165 per unit 606,060  6  99,994          100,000 
                        
Fractional shares 270                  - 
                        
Gain (loss) for the period                  (5,796,713)  (5,796,713)
                        
Balances at May 31, 2010  79,116,214  $791  $6,643,422  $-  $(6,326,754) $317,459 

(1) As retroactively restated for a 35 for 1 forward stock split in April 2008.

The accompanying notes are an integral part of these financial statements.

 
F-5
 

VIPER RESOURCES, INC.
COBRA OIL & GAS COMPANY(formerly Cobra Oil and Gas Company)
(An Exploration Stage Company)
Statement of Cash Flows
(Unaudited)

        November 18, 
        2005 (Inception) 
  Year Ended  Through 
  May 31,  May 31, 
  2009  2008  2009 
          
Cash Flows From Operating Activities         
Net income (loss) during the exploration stage $(285,988) $(191,819) $(530,041)
             
Adjustments to reconcile net loss to net cash provided by (used for) operating activities:            
Donated office space and services  -   4,500   13,500 
Changes in operating assets and liabilities            
Accounts payable and accrued liabilities  7,416   (12,519)  22,716 
Exploration costs - lease write offs  -   11,871   (648)
             
Net cash provided by (used for) operating activities
  (278,572)  (187,967)  (494,473)
             
Cash Flows From Investing Activities:            
Oil and gas properties  -   (180,000)  (191,871)
             
Cash Flows From Financing Activities:            
Sale of common stock  250,000   250,000   590,450 
Deferred offering costs      -   - 
Increase in due to related party  -   78,232   116,966 
             
Net cash provided by (used for) financing activities
  250,000   328,232   707,416 
             
Net Increase (Decrease) in Cash  (28,572)  (39,735)  21,072 
             
Cash at Beginning of Period  49,644   89,379   - 
             
Cash at End of Period $21,072  $49,644  $21,072 
             
Schedule of Non-Cash Investing and Financing Activities            
None            
             
Supplemental Disclosure            
Cash paid for interest $-  $-  $- 
Cash paid for income taxes $-  $-  $- 
        November 18, 
        2005 (Inception) 
  Year Ended  Through 
  May 31,  May 31, 
  2010  2009  2010 
          
Cash Flows From Operating Activities         
Net income (loss) during the exploration stage  (5,796,713)  (285,988)  (6,326,754)
             
Adjustments to reconcile net loss to            
net cash provided by (used for)            
operating activities:            
Donated office space and services  -   -   13,500 
Non-cash expenses            
Depreciation  434       434 
Compensatory stock issuances  17,000       17,000 
Changes in operating assets and liabilities            
Accounts payable and accrued liabilities  1,660   7,416   11,857 
Other assets  (20,000)      (20,000)
Exploration costs - lease write downs  5,232,000   -   5,243,871 
Net cash provided by (used for)            
operating activities  (565,619)  (278,572)  (1,060,092)
             
Cash Flows From Investing Activities:            
Fixed assets  (2,896)      (2,896)
Oil and gas properties  (500,000)  -   (691,871)
Net cash flows from investing activities  (502,896)      (694,767)
             
Cash Flows From Financing Activities:            
Sale of common stock  1,250,000   250,000   1,840,450 
Increase in due to related party      -   116,966 
             
Net cash provided by (used for)            
financing activities  1,250,000   250,000   1,957,416 
             
Net Increase (Decrease) in Cash  181,485   (28,572)  202,557 
             
Cash at Beginning of Period  21,072   89,379   - 
             
Cash at End of Period $202,557  $60,807  $202,557 
Schedule of Non-Cash Investing and Financing Activities
In fiscal year 2010 the Company paid cash of $500,000 and issued 4,747,227 common shares
valued at $4,648,000 in exchange for oil and gas properties valued at $5,148,000.
The Company issued 153,508 common shares for debt relief of $125,263.
Supplemental Disclosure
Cash paid for interest$-$-$-
Cash paid for income taxes$-$-$-
 
The accompanying notes are an integral part of these financial statements.

 
F-6
 

COBRA OIL & GAS COMPANYVIPER RESOURCES, INC.
(formerly Cobra Oil and Gas Company)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
May 31, 2010 and 2009

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Viper Resources, Inc., formerly Cobra Oil &and Gas Company (the “Company”), was incorporated in the State of Nevada on November 18, 2005. The Company was formed to engage in identifying, investigating, exploring, and where determined advantageous, developing, mining, refining, and marketing oil and gas. The Company may also engage in any other business permitted by law, as designated by the Board of Directors of the Company.

Exploration Stage

The Company is currently in the exploration stage. During the first six months of the current year the Company entered into a farmout agreement with West Canyon Energy Corp on a prospect in Kern County, California. This agreement was later rescinded withstage and has no adverse financial consequences to the Company.significant operations.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.

Use of Estimates

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

Income Tax

The Company accounts for income taxes under Statement of Financial Accounting Standards Codified No. 109740 (“SFAS 109”ASC 740”). Under SFAS 109ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Fiscal year

The Company employs a fiscal year ending May 31.

F-7
Net Income (Loss) per share

The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company’s preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.

Revenue Recognition

Revenue is recognized on an accrual basis as earned under contract terms. The Company has had no revenue to date.

 
F-7

COBRA OIL & GAS COMPANY
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
May 31, 2009

Oil and Gas Interests

The Company follows the full-cost method of accounting for oil and natural gas properties. Under this method, all costs incurred in the exploration, acquisition, and development, including unproductive wells, are capitalized in separate cost centers for each country. Such capitalized costs include contract and concessions acquisition, geological, geophysical, and other exploration work, drilling, completing and equipping oil and gas wells, constructing production facilities and pipelines, and other related costs.

The capitalized costs of oil and gas properties in each cost center are amortized on a composite units of production method based on future gross revenues from proved reserves. Sales or other dispositions of oil and gas properties are normally accounted for as adjustments of capitalized costs. Gain or loss is not recognized in income unless a significant portion of a cost center’s reserves is involved. Capitalized costs associated with acquisition and evaluation of unproved properties are excluded from amortization until it is determined whether proved reserves can be assigned to such properties or until the value of the properties is impaired. If the net capitalized costs of oil and gas properties in a cost center exceed an amount equal to the sum of the present value of estimated future net revenues from proved oil and gas reserves in the cost center and the lower of cost or fair value of properties not being amortized, both adjusted for income tax effects, such excess is charged to expense.

Since the Company has not produced any oil or gas, a provision for depletion has not been made.

Financial Instruments

The carrying value of the Company’s financial instruments, including cash and cash equivalents, as reported in the accompanying balance sheet,sheets, approximates fair value.

Recent Accounting PronouncementsStock based compensation

The Company has adopted the provisions of SFAS No. 123(r) whichaccounts for employee and non-employee stock awards under ASC 718, whereby equity instruments issued to employees for services are effective in general for transactions entered into or modified after June 15, 2005.  The adoption did not have a material effectrecorded based on the results of operationsfair value of the Company.

In May, 2005,instrument issued and those issued to non-employees are recorded based on the Financial Accounting Standards Board (FASB) issued SFAS No. 154, “Accounting Changes and Error Corrections – A Replacementfair value of APB Opinion No. 20 and SFAS No. 3”.  SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle and applies to all voluntary changes in accounting principle.  It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions.  SFAS 154 requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effectsconsideration received or the cumulative effectfair value of the change.  The provisions of SFAS No. 154 are effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005.  The adoption of this standardequity instrument, whichever is not expected to have a material effect on the Company’s results of operations or financial position.more reliably measurable.

NOTE 2. OIL AND GAS PROPERTIES

The Company expensed $11,871$180,000 in ColoradoMontana leases to exploration costs in fiscal year 2008.2010. This was due to an option expiration that was not exercised.

During the period ended May 31, 2008 the Company entered into a “memorandum of Intent” with Coastal Petroleum Company which outlines the terms and conditions under which Coastal is willing to enter into a formal agreement with the Company on certain oil and gas leases owned by Coastal in Valley Creek, Montana. The leases involve approximately 82,800 net acres. Under the leases, Coastal has a 100% working interest with between 75.5% to 80.5% net revenue interests. Pursuant to the Memorandum of Intent, on May 23, 2008 we paid Coastal $180,000 in exchange for a two year option to purchase a 50% interest in the leases for $1,000,000.

F-8

COBRA OIL & GAS COMPANY
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
May 31, 2009

PriorDuring the current year the Company entered into working interest purchase agreements with Enercor, Inc. (A Nevada Corporation) with respect to exercisingthree leases. The first of these gives the purchase option, we have the right to drillCompany a well at our expense on the leases and earn a 50%35% working interest in the spacing unit“Tar Sands” components of the lease acreage, covering approximately 33,632 acres located in Southern Uintah County, Utah, when and if exploration permission is granted by the wellU S Bureau of Land Management. The transaction was originated in July of 2009 with a value of $4,500,000 consisting of $4,000,000 in stock and $500,000 cash. Due to lack of action on the part of the U S Bureau of Land Management, and the current degree of uncertainty with regard to tar sand extraction techniques as applied to the Company’s lease holdings, the lease was written down to a value of $0 as of the end of the fiscal year.
The second of these leases is a producer and we make full payment for the 50%State of Utah BLM lease in which other parties retain a 62.5% working interest. We have no obligation however,received a 37.5% working interest from Enercor, Inc. in approximately 640 acres which has rights for oil and gas drilling and in which we are seeking additional rights to drill any well on the leases before we exercise our right to purchase the 50% interesttar sands in the leasesarea from Coastal.

Asthe U S Bureau of May 31,Land Management. The lease was acquired in August of 2009 we have taken no further action on this agreement.

Duringand valued at $336,000 and was bought through the quarter ended August 31, 2008issuance of Company stock. At the fiscal year end the fair market value was determined to be $36,000, with the Company acquired an “Assignmenttaking a write down expense of Farmout Interest” fro West Canyon Energy Corp also known as PetroSouth Energy Corp$300,000.
The third of these leases is a State of Utah BLM lease in which other parties retain a 37.5% working interest after our purchase of a 25%62.5% working interest from Enercor. This lease has oil and gas drilling rights and we are seeking approval for the tar sands also. This lease was acquired in July of a farmout assignment from Transco Oil & Gas, Inc. The lease is located in Kern County, California and is comprised2009 through the issuance of 2,390 acres. The Company paid a total of $134,437stock valued at $312,000. At the fiscal year end the fair market value was determined to acquire this lease. On November 28, 2008 this agreement was rescindedbe $60,000, with the interest being returned to West Canyon Energy Corp. West Canyon Energy Corp agreed to refundCompany taking a write down expense of $252,000.
The acquisition of each of these leases was accomplished primarily through the total amount paid. This payment was received on December 2, 2008.issuance of new shares of Company common stock.

NOTE 3. RELATED PARTY TRANSACTIONS

During the year ended May 31, 2008,2010, the Company recorded rent expense of $200 per month for the use of office space donatednegotiated a settlement with Mr. Doug Berry, a former officer and stockholder, to the Company by an officer.  Total rent expense under this arrangement was $1,800.  The Company also recorded compensation expense of $300 per month ($2,700) for administrative and management services donated to the Company by an officer.

On January 21, 2008 an officer of the Company advanced $75,000 to the Company as a loan payable, which when combined with previous loans resulted in an outstanding loan principal balance of          $110, 625.  The loan is unsecured, payable on demand and bears interest at 6.0% per annum.  As of May 31, 2009, the Company had incurred interest payable under this loan of $12,978, with interest expense in 2009 of $6,638. As of May 31, 2008, the total amount due to the officer in principal and interest was $123,603.

On March 21, 2008 Mr. Massimiliano Pozzoni purchased 175,000,000 shares ofexchange common stock of the Company from anfor monies that had been advanced to the Company by Mr. Berry. The terms of the agreement are that the Company issue 153,508 shares of common stock in exchange for release of debt amounting to $125,263 which includes $110,625 in principal and $14,638 of accrued interest. The shares were valued at $0.816 per share which represented a 20% discount to the closing price of our common stock on the date of the Agreement.
The chief executive officer of Enercor, Inc. , a company from which Viper Resources, Inc. purchased various lease interests in fiscal year 2010 for $5,148,000, also sits on the Company for $500,000. Following the purchase, Mr. Pozzoni owned 175,000,000advisory board of the total of 210,140,000 shares outstanding. This represented approximately 83.28% of the outstanding common shares.

On April 16, 2008 Mr. Pozzoni returned 140,000,000 of the 175,000,000 sharesViper Resources, Inc. and is a shareholder in the Company for cancellation.Company.

NOTE 4. OFFICE LEASE

In May 2008 the Company entered into a one year office lease, automatically renewable each year for one year until terminated by the landlord or tenant, at a rate of $2,000 per month plus costs. The lease automatically renews on an annual basis for a one year term. InitialLease expenses recorded under this lease in 2008 were $4,8902010 and 2009 rent expense was $24,000.were approximately $24,000 each year. The minimum required future payments under the lease for fiscal year end 20102011 are approximately $24,000.
F-9

NOTE 5. WARRANTS

At May 31, 2008 the Company had 1,000,000 common stock purchase warrants outstanding, originally sold as part of a unit, allowing the holder to purchase one share of common stock at an exercise price of $.40, anytime through May 15, 2011. In May 2008fiscal year 2009 the Company sold 1,000,000 units to an investor for cash at $.25 per unit, or $250,000 total. Each unit consists of one share of common stock, and one warrant to purchase one share of common stock at an exercise price of $.40, anytime through May 22,June 9, 2011. At May 31, 20082009 none of the warrants had been exercised, leaving a year end balance of 1,000,0002,000,000 warrants. The entire value of the units of $250,000 was assigned to the common stock and none toas the warrants as the exercise price of $.40 per share exceeded any bid for the Company’s stock at the date of issuance.are non-detachable.

In June 2008fiscal year 2010 the Company sold an additional 1,000,0002,025,209 units to an investorinvestors for cash at $.25prices from $.17 - $1.00 per unit, or $250,000$1,250,000 total. Each unit consists of one share of common stock, and one warrant to purchase one share of common stock at an exercise priceprices ranging from of $.40,$.20 - $1.25 , anytime through expiration dates from June 9, 2011.2012 through February 2013. The entire value of the units of $250,000 was assigned to the common stock and none toas the warrants as the exercise price of $.40 per share exceeded any bid for the Company’s stock at the date of issuance.

F-9

COBRA OIL & GAS COMPANY
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
May 31, 2009

are non-detachable. At May 31, 20092010 none of the warrants had been exercised or had expired, leaving a year end balance of 2,000,0004,025,209 warrants.

NOTE 6. INCOME TAX

The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109 (“SFAS 109”).pursuant to ASC 740. Under SFAS 109ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

At May 31, 20082010 and 2009 the Company had net operating loss carryforwards of approximately $230,000$6,313,000 and $520,000 which begin to expire in 2026. The deferred tax asset of approximately $73,000$2,210,000 and $166,000$180,000 in 20082010 and 2009 created by the net operating losses have been offset by a 100% valuation allowance. The change in the valuation allowance in 20082010 and 2009 was $51,086$2,030,000 and $92,800.$100,000.

NOTE 7. GOING CONCERN

The Company has suffered losses from operations and has a working capital deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company may raise additional capital through the sale of its equity securities, through offerings of debt securities, or through borrowings from financial institutions. In addition, the Company hopes to generate revenues from finding and producing oil and gas on its lease properties.

NOTE 8. SUPPLEMENTAL OIL AND GAS INFORMATION

Capitalized costs at May 31, 20082010 relating to the Company’s oil and gas activities are as follows:

Unproved properties, Utah, net                                                                $96,000.
Unproved properties, Montana, net$180,000.

Capitalized costs at May 31, 2009 relating to the Company’s oil and gas activities are as follows:
Unproved properties, Montana, net                                                        $180,000.
 
F-10