UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

10 – Q

(Mark One)

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


 X.

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


For the quarterly period ended February 28,August 31, 2011


or

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


.

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


For the transition period from _____________________ to _________

________________


Commission file number: 000-52782000-52788


Viper Resources, Inc.

(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 West Loop South,

800 E. Colorado Blvd., Suite 900

Houston, Texas 77027
888

Pasadena, California 91101

(Address of principal executive offices)

(832) 476-8941

(626) 683-7330

(Registrant’s telephone number, including area code)

(Former Name, if Changed Since Last Report)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.  Yesx 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     o. No     o.


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

Smaller reporting company

 X.


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes     o. Nox X.


As of April 5,October 14, 2011 there were 81,116,21484,116,214 shares of the issuer’s common stock, par value $0.00001, outstanding.




VIPER RESOURCES, INC.


FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28,AUGUST 31, 2011

TABLE OF CONTENTS



PAGE

PAGE

Special Note Regarding Forward Looking Information

3

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

4

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

13

9

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

17

12

Item 4.

Controls and Procedures

17

13

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

18

13

Item 1A.

Risk Factors

18

13

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

18

13

Item 3.

Defaults Upon Senior Securities

18

13

Item 4.

(Removed and Reserved)

18

13

Item 5.

Other Information

18

13

Item 6.

Exhibits

Exhibits20

13

SIGNATURES

SIGNATURES21

14

2





SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS


To the extent that the information presented in this Quarterly Report on Form 10-Q for the quarter ended February 28,August 31, 2011 discusses financial projections, information or expectations about our products or markets, or otherwise makes statements about future events, such statements are forward-looking.  We are making these forward-looking statements in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  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 risks and uncertainties are described, among other places in this Quarterly Report, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.


In addition, we disclaim any obligations to update any forward-looking statements to reflect events or circumstances after the date of this Quarterly Report.  When considering such forward-looking statements, you should keep in mind the risks referenced above and the other cautionary statements in this Quarterly Report.




3


PART 1 – FINANCIAL INFORMATION


ITEM 1.

FINANCIAL STATEMENTS


PAGE

PAGE

Balance Sheets as at February 28,August 31, 2011 (Unaudited) and May 31, 20102011

5

Statements of Operations for the three and nine months ended February 28,August 31, 2011 and February 28,August 31, 2010 (Unaudited) and the period from November 18, 2005 (inception) through February 28,August 31, 2011 (Unaudited)

6

Statements of Cash Flows for the ninethree months ended February 28,August 31, 2011 and February 28,August 31, 2010 (Unaudited) and the period from November 18, 2005 (inception) through February 28,August 31, 2011 (Unaudited)

7

Notes to Financial Statements (Unaudited)

8





VIPER RESOURCES, INC

(Formerly Cobra Oil and Gas Company)

(An Exploration Stage Company)

Balance Sheet

 

 

 

 

 

 

August 31, 2011

 

May 31, 2011

 

 

 

(Unaudited)

 

 

ASSETS

Current assets

 

 

 

 

 

Cash and cash equivalent

$

53,128

$

39,984

Total assets (all current)

$

53,128

$

39,984

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

$

13,813

$

-

 

Accounts payable - related parties

 

1,510

 

1,510

 

Accrued interest

 

167

 

-

Total current liabilities

 

15,490

 

1,510

 

 

 

 

 

 

 

Loans payable (non-current portion)

 

20,000

 

-

Total liabilities

 

35,490

 

1,510

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

Preferred stock, $.00001 par value; 100,000,000 shares authorized; no shares issued or outstanding

 

-

 

-

 

Common stock, $.00001 par value; 300,000,000 authorized; 84,116,214 shares issued and outstanding as of August 31, 2011 and May 31, 2011 respectively

 

841

 

841

 

Additional paid in capital

 

6,743,372

 

6,743,372

 

Deficit accumulated during development stage

 

(6,726,575)

 

(6,705,739)

Total stockholders' equity

 

17,638

 

38,474

 

 

 

 

 

 

Total liabilities and stockholders' equity

$

53,128

$

39,984

 

 

 

 

 

 

See accompanying notes to financial statements



4

VIPER RESOURCES, INC

(Formerly Cobra Oil and Gas Company)

(An Exploration Stage Company)

Unaudited Statement of Operations

 

 

 

 

 

 

 

 

 

 

 

For the three

months ended

August 31,

2011

 

For the three

months ended

August 31,

2010

 

November 18, 2005

(inception) through

August 31,

2011

 

 

 

 

 

 

 

 

Revenue

$

-

$

-

$

-

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

General and administrative expenses

 

20,669

 

88,115

 

6,707,790

Total operating expenses

 

20,669

 

88,115

 

6,707,790

 

 

 

 

 

 

 

 

Loss from operations

 

(20,669)

 

(88,115)

 

(6,707,790)

 

 

 

 

 

 

 

 

Other income / (expenses)

 

 

 

 

 

 

 

Loss on disposal of office equipments

 

-

 

-

 

(1,592)

 

Interest expenses

 

(167)

 

-

 

(17,193)

Total other income / (expense)

 

(167)

 

-

 

(18,785)

 

 

 

 

 

 

 

 

Net loss

$

(20,836)

$

(88,115)

$

(6,726,575)

 

 

 

 

 

 

 

 

Basic and diluted loss per common shares

$

(0.00)

$

(0.00)

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

84,116,214

 

83,491,214

 

 

 

 

 

 

 

 

 

 

See accompanying notes to financial statements





VIPER RESOURCES, INC

(Formerly Cobra Oil and Gas Company)

(An Exploration Stage Company)

Unaudited Statement of Cash Flows

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three

months ended

August 31,

2011

 

For the three

months ended

August 31,

2010

 

November 18,

2005

(inception)

through

August 31,

2011

Cash flows from operating activities

 

 

 

 

 

 

 

 

Net loss

$

(20,836)

$

(88,115)

$

(6,726,575)

 

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

Donated office space and services

 

-

 

-

 

13,500

 

 

Depreciation

 

-

 

145

 

1,304

 

 

Exploration costs - lease write downs

 

-

 

-

 

5,339,871

 

 

Compensatory stock issuances

 

-

 

-

 

17,000

 

Chnanges operating assets and liabilities:

 

 

 

 

 

 

 

 

Other assets

 

-

 

15,000

 

-

 

 

Accounts payable

 

13,813

 

-

 

13,813

 

 

Accounts payable - related parties

 

-

 

(2,050)

 

9,807

 

 

Accrued interest

 

167

 

-

 

167

Net cash provided by (used in) operating activities

 

(6,856)

 

(75,020)

 

(1,331,113)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Purchase of equipment and furniture

 

-

 

-

 

(2,896)

 

 

Loss on disposal of equipment and furniture

 

-

 

-

 

1,592

 

 

Oil and gas properties

 

-

 

-

 

(691,871)

Net cash used in investing activities

 

-

 

-

 

(693,175)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Common stock issued for cash

 

-

 

100,000

 

1,940,450

 

 

Proceeds from loans

 

20,000

 

-

 

136,966

Net cash provided by financing activities

 

20,000

 

100,000

 

2,077,416

 

 

 

 

 

 

 

 

 

 

Net change in cash and cash equivalent

 

13,144

 

24,980

 

53,128

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalent at the beginning of period

 

39,984

 

202,557

 

-

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalent at the end of period

$

53,128

$

227,537

$

53,128

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow Information:

 

 

 

 

 

 

 

Cash paid for interest

$

-

$

-

$

-

 

Cash paid for income taxes

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

Supplemental disclosure of non-cash investing and financing activities:

 

 

 

Issuance of securities for services rendered

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

See accompanying notes to financial statements





7


VIPER RESOURCES, INC.

(An Exploration Stage Company)
BALANCE SHEETS
  
February 28,
2011
  
May 31,
2010
 
  (Unaudited)  (Audited) 
ASSETS      
       
Current assets      
Cash $124,213  $202,557 
Total current assets  124,213   202,557 
         
Property and equipment        
Office equipment net of $869 and $434 depreciation  2,028   2,462 
Oil and gas properties, non producing, full cost method  96,000   96,000 
Total property and equipment  98,028   98,462 
         
Other assets        
Prepaid expenses  -   20,000 
Total other assets  -   20,000 
         
Total Assets $222,241  $321,019 
         
LIABILITIES & STOCKHOLDERS' EQUITY        
         
Current Liabilities        
Accounts payable and accrued liabilities $1,410  $2,050 
Due to related party  100   1,510 
Total current liabilities  1,510   3,560 
         
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;        
84,116,214 issued and outstanding at November 30, 2010        
and 79,116,214 issued and outstanding at May 31, 2010  841   791 
Additional paid-in capital  6,743,372   6,643,422 
Deficit accumulated during the exploration stage  (6,523,482)  (6,326,754)
         
Total Stockholders' Equity  220,731   317,459 
         
Total Liabilities and Stockholders' Equity $222,241  $321,019 

UNAUDITED FINANCIAL STATEMENTS

For the three months ended August 31, 2011



NOTE 1 – CONDENSED FINANCIAL STATEMENTS


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


5
VIPER RESOURCES, INC.
(An Exploration Stage Company)
(Unaudited)
STATEMENTS OF OPERATIONS
              November 18,
2005
(Inception)
Through
February 28,
2011		 
               
               
  Three Months Ended
Febuary 28,		  Nine Months Ended
February 28,		   
  2011  2010  2011  2010   
                
Revenue $-  $-  $-  $-  $- 
                     
Expenses                    
Advertising      -           1,495 
Accounting  1,500   2,600   8,850   10,900   54,265 
Bank Charges  45   634   255   2,309   7,397 
Delay rentals      -           2,944 
Depreciation  145   145   434   290   868 
Directors fees  -           12,500   17,000 
Exploration costs  -   -           129,885 
Insurance  5,000   5,000   25,000   15,000   65,000 
Legal  7,500   51,766   39,913   152,317   330,405 
Office expense  757   1,640   3,422   12,695   28,423 
Rent  4,140   6,000   12,359   18,739   71,733 
Telephone  582   882   1,903   2,629   10,984 
Transfer agent  457   1,793   1,407   2,553   24,574 
Travel  -   4,774       15,438   37,982 
Management services  30,000   30,000   90,000   105,000   338,100 
Write downs - oil and gas properties                  5,243,871 
Website/investor communications  168   9,450   13,185   108,506   141,530 
                     
Total expenses  50,294   114,684   196,728   458,876   6,506,456 
                     
Loss from operations  (50,294)  (114,684)  (196,728)  (458,876)  (6,506,456)
                     
Other income (expense)                    
(Interest)  -   (5,000)  -   (6,659)  (17,026)
                     
Income (loss) before provision for income taxes  (50,294)  (119,684)  (196,728)  (465,535)  (6,523,482)
                     
Provision for income tax  -   -   -   -   - 
                     
Net income (loss) $(50,294) $(119,684) $(196,728) $(465,535) $(6,523,482)
                     
Net income (loss) per share                    
(Basic and fully diluted) $(0.00) $(0.00) $(0.00) $(0.01)    
                     
Basic weighted average number of                    
common shares outstanding  83,491,214   78,384,884   83,491,214   78,384,884     
                     
Fully diluted average number of       ��            
common shares outstanding  83,491,214   78,384,884   83,491,214   78,384,884     

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

6
VIPER RESOURCES, INC.
(An Exploration Stage Company)
Statements of Cash Flows
        November 18,
2005
(Inception)
Through
February 28,|
2011		 
         
  Nine Months Ended   
  February 28,   
  2011  2010   
          
Cash Flows From Operating Activities         
Net income (loss) during the exploration stage  (196,728)  (465,535)  (6,523,483)
             
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   290   868 
Compensatory stock issuances  -   12,500   17,000 
Changes in operating assets and liabilities            
Accounts payable and accrued liabilities  (2,050)  (390)  9,808 
Other assets  20,000   (45,000)  - 
Exploration costs - lease write downs  -   -   5,243,871 
             
Net cash provided by (used for) operating activities
  (178,344)  (498,135)  (1,238,436)
             
Cash Flows From Investing Activities:            
Fixed assets  -   (2,896)  (2,896)
Oil and gas properties  -   (1,000,000)  (691,871)
Net cash flows from investing activities  -   (1,002,896)  (694,767)
             
Cash Flows From Financing Activities:            
Sale of common stock  100,000   1,250,000   1,940,450 
Contract payable      500,000   - 
Increase in due to related party  -   -   116,966 
             
Net cash provided by (used for) financing activities
  100,000   1,750,000   2,057,416 
             
Net Increase (Decrease) in Cash  (78,344)  248,969   124,213 
             
Cash at Beginning of Period  202,557   21,072   - 
             
Cash at End of Period $124,213  $270,041  $124,213 
Schedule of Non-Cash Investing and Financing Activities
In fiscal year 2010statements have been prepared by the Company paidwithout audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial positions, results of operations, and cash of $500,000flows at August 31, 2011, and issued 4,747,227 common shares valued at $4,648,000 in exchange for oilall periods presented herein, have been made.


Certain information 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.

7
VIPER RESOURCES, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
February 28, 2011
NOTE 1.ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Viper Resources, Inc. formerly Cobra Oil and Gas Company (the “Company”), was incorporatedfootnote disclosures normally included in the State of Nevada on November 18, 2005.  The Company was formed to engagefinancial statements prepared 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 currentlyaccordance with accounting principles generally accepted in the exploration stage and has no significant operations.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturityUnited States of three monthsAmerica have been condensed or less as cash equivalents.
Use of Estimates
The preparation ofomitted.  It is suggested that these condensed financial statements be read in conformityconjunction 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 Accounting Standards Codified No. 740 (“ASC 740”).  Under ASC 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.

8
VIPER RESOURCES, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
February 28, 2011
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 notnotes thereto included in the computation ifCompany’s May 31, 2011 and 2010 audited financial statements.  The results of operations for the effect would be anti-dilutivequarters ended August 31, 2011 and would increase2010 are not necessarily indicative of the earnings or decrease loss per share.
Revenue Recognition
Revenue is recognized on an accrual basis as earned under contract terms.  operating results for the full years.


NOTE 2 – NOTES PAYABLE


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 incurredreceived a loan from ACI, Inc. 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.
amount of $20,000 on June 30, 2011. 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 valuelength of the propertiesloan is impaired.  If the net capitalized coststwo years and it carries an interest rate of oil and gas properties in a cost center exceed an amount equal to the sum5% per annum. There is no collateral for this loan.


As 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, approximates fair value.

9
VIPER RESOURCES, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
February 28,August 31, 2011,
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.
NOTE 2. OIL AND GAS PROPERTIES
The Company expensed $180,000 in Montana leases to exploration costs in fiscal year May 2010. This was due to an option expiration that was not exercised.
During the fiscal year ended May 2010 the Company has entered into workingaccrued interest purchase agreements with Enercor, Inc. (A Nevada Corporation) with respect to three leases. The first of these gives the Company a 35% working interestpayable in the “Tar Sands” componentsamount of lease acreage, covering approximately 33,632 acres located$167.


NOTE 3 – SHAREHOLDERS’ EQUITY


There is no change in Southern Uintah County Utah, when and if exploration permission is granted by the U 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 May 2010 fiscal year.

The second of these leases is a State of Utah BLM lease in which other parties retain a 62.5% working interest. We have received a 37.5% working interest from Enercor, Inc. in approximately 640 acres which has rights for oil and gas drilling and which we are seeking additional rights to the tar sands in the area from the U S Bureau of Land Management. The lease was acquired in August of 2009 and valued at $336,000 and was bought through the issuance of Company stock. At the May 2010 fiscal year end the fair market value was determined to be $36,000, with the Company taking a write down expense of $300,000.
The third of these leases is a State of Utah BLM lease in which other parties retain a 37.5% residual working interest after our purchase of a 62.5% working interest from Enercor. This lease has oil and gas drilling rights and we are seeking approvalequity for the tar sands also. This lease was acquired in July of 2009 through the issuance ofthree months ended August 31, 2011.


NOTE 4 – SIGNIFICANT TRANSACTIONS


The Company stock valued at $312,000. At the May 2010 fiscal year end the fair market value was determined to be $60,000, with the Company taking a write down expense of $252,000.

The acquisition of each of these leases was accomplished primarily through the issuance of new shares of Company common stock.

10
VIPER RESOURCES, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
February 28, 2011
NOTE 3. RELATED PARTY TRANSACTIONS
During the year ended May 31, 2010, the Company negotiated a settlement with Mr. Doug Berry, a former officer and stockholder, to exchange common stock of the Companyhas no significant transactions for 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 interest in fiscal year 2010 for $5,148,000, formerly sat on the advisory board of Viper Resources, Inc. and is a shareholder in the 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. Lease expenses recorded under this lease in 2010 and 2009 were approximately $24,000 each year. The minimum required payments under the lease for fiscal year end 2011 are approximately $24,000.
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 fiscal 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 June 9, 2011. At May 31, 2009 none of the warrants had been exercised, leaving a year-end balance of 2,000,000 warrants. The entire value of the units of $250,000 was assigned to the common stock as the warrants are non-detachable.
In fiscal year 2010 the Company sold 2,025,209 units to investors for cash at prices from $.17 - $1.00 per unit, or $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 prices ranging from $.20 - $1.25, anytime through expiration dates from June 2012 through February 2013. The entire value of the units was assigned to the common stock as the warrants are non-detachable. At May 31, 2010 none of the warrants had been exercised or had expired, leaving a year-end balance of 4,025,209 warrants.
During the quarter ended August 31, 2010 the Company sold 5,000,000 units to investors at a price of $0.02 per unit for a total of $100,000. Each unit consists of one share of common stock, and one warrant to purchase one share of common stock at an exercise price of $0.025, anytime through expiration date of July 2013. The entire value of the units was assigned2011.


NOTE 5 – SUBSEQUENT EVENTS


Management has reviewed material events subsequent to the common stock as the warrants are non-detachable. At November 30, 2010 none of the warrants had been exercised or had expired, leaving a quarter end balance of 9,025,209 warrants.


11
VIPER RESOURCES, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
February 28, 2011
NOTE 6. INCOME TAX
The Company accounts for income taxes pursuant to ASC 740 (“ASC 740”). Under ASC 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, 2010 and 2009 the Company had net operating loss carryforwards of approximately $6,313,000 and $520,000 which begin to expire in 2026. The deferred tax asset of approximately $2,210,000 and $180,000 in 2010 and 2009 created by the net operating losses have been offset by a 100% valuation allowance. The change in the valuation allowance in 2010 and 2009 was $2,030,000 and $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.
NOTE8. SUPPLEMENTAL OIL AND GAS INFORMATION
Capitalized costs atthree months ended August 31, 2010 relating2011 and prior to the Company’s oil and gas activitiesfiling of financial statements in accordance with FASB ASC 855 “Subsequent Events”. No additional disclosures are as follows:
Unproved properties, Utah, net $96,000.
Capitalized costs at May 31, 2010 relating to the Company’s oil and gas activities are as follows:
Unproved properties, Utah, net $96,000.
required.






12
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


ITEM 2.

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 Quarterly Report on Form 10-Q.


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 annualquarterly report.


We are in the exploration stage as an oil and gas exploration company and are presentlyduring the quarter ended August 31, 2011 we engaged in limited oil and gas activities in Utah and Montana.activities.  We had minimal operations and generated no revenues during the quarter ended February 28, 2011 or the fiscal year ended MayAugust 31, 2010.2011. Our ability to develop and maintain a meaningful level of revenues from oil and gas operations is dependent on our ability to successfully acquire and drill exploration and development wells and complete producing property acquisition.

acquisitions.


At the present time, we have no developed properties and no production.


During the next 12 months, we intend to evaluate and determine whether to expand or discontinue our oil and gas operations. We may also seek to identify possible merger candidates in the oil and gas industry or in other fields.


In its report dated August 10, 2010,September 13, 2011, our auditors, Ronald R. Chadwick, PCSam Kan & Company 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 had an accumulated deficit of $6,523,482 and $6,326,754$6,726,575 as of February 28, 2011 and MayAugust 31, 2010, respectively.2011. Our continuation as a going concern is dependent upon future events, including our ability to raise additional capital and to generate positive cash flows.

On each of 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.  For a more detailed discussion of these Purchase Agreements see Part II, Item 5 hereof.


Our current business plan strategy is to develop our properties and any otherthe 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 and the evaluation of our proposed oil and gas operations, we plan to spend approximately $1,000,000$100,000 in the next 12 months on explorationoil and development activities such as seismic data acquisition, additional lease acquisition, technical studies and participating in joint venture development and exploration drilling.

gas related activities.


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 $200,000.$150,000. 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.

13


Oil and gas exploration requires 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
·quickly evaluate which transactions are most promising; and
·negotiate a creative transaction structure.


·

identify available transactions;

·

quickly evaluate which transactions are most promising; and

·

negotiate a creative transaction structure.


Presently we have onefour full-time employee consisting of Massimiliano Pozzoni, our Presidentexecutive officers, Dianwen Ju, Jimmy Wang, Xiao Chen and Chief Executive and Financial Officer. We do not expect significant changesVincent Wang. Changes in the number of employees during the next twelve months.months will be a function of the level of business activity.






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.

14


Expenses

Principally due


Due to decreasesa decrease in legal fees, travelgeneral and administrative expenses, website/investor communications expenses, and directors’ fees, our operating expenses during the three and nine months ended February 28,August 31, 2011 decreased to $50,294 and $196,728$20,669 from $114,684 and $458,876$88,115 during the three and nine months ended February 28,August 31, 2010.


Net Loss


We incurred a net lossesloss for the three and nine months ended February 28,August 31, 2011 of $50,294 and $196,728, respectively,$20,836 and incurred a net loss for the three and nine months ended February 28,August 31, 2010 of $119,684 and $465,535, respectively.$88,115. The decrease in net loss was directly attributable to thea decrease in our operatinggeneral and administrative expenses.


Liquidity and Capital Resources


At February 28,August 31, 2011, we had working capital of $122,703$37,638 compared to working capital of $198,997$38,474 at May 31, 2010.2011. Current liabilities decreasedincreased to $1,510$15,490 at February 28,August 31, 2011 from $3,560$1,510 at May 31, 2010.2011. Current assets decreasedincreased to $124,213$53,128 at February 28,August 31, 2011 from $202,557$39,984 at May 31, 2010.2011. The decreaseincrease in working capital and current assets at February 28,August 31, 2011 compared to May 31, 20102011 was due to a decreasean increase in cash.

cash and cash equivalents.


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.

15


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.

16


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


In April 2010, new accounting guidance was issued for the milestone method of revenue recognition. Under the new guidance, an entity can recognize revenue from consideration that is contingent upon achievement of a milestone in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive. This guidance is effective prospectively for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. The Company has adopted the provisions of SFAS No. 123(r)this guidance effective July 1, 2010, which are effective in general for transactions entered into or modified after June 15, 2005.  The adoption did not have a material effectimpact on its consolidated financial statements.


In February 2010, the FASB issued guidance to remove the requirement for an entity that files financial statement with the SEC to disclose a date through which subsequent events have been evaluated. The adoption of this guidance during our current fiscal quarter did not have any impact on our Consolidated Financial Statements.


On July 1, 2009, Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") became the sole source of authoritative Generally Accepted Accounting Principles ("GAAP") literature recognized by the Financial Accounting Standards Board for financial statements issued for interim and annual periods ending after September 15, 2009. Rules and interpretive releases of the Security Exchange Commission ("SEC") under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Except for applicable SEC rules and regulations and a limited number of grandfathered standards, all other sources of GAAP for nongovernmental entities were superseded by the issuance of ASC. ASC did not change GAAP, but rather combined the sources of GAAP and the framework for selecting among those sources into a single source. Accordingly, the adoption of ASC had no impact on the financial results of the Company.






In June 2009, the FASB issued FAS 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles," which now resided with ASC 105, "Generally Accepted Accounting Principles." ASC 105 will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non- SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. This statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009.The Company does not expect the adoption of ASC 105 to have an impact on the Company's results of operations, financial condition or cash flows.


In June 2009, the FASB issued FAS 167, "Amendments to FASB Interpretation No. 46(R)," which now resides with ASC 810, "Consolidation." ASC 810 is intended to (1) address the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, as a result of the Company.

elimination of the qualifying special-purpose entity concept in ASC 860, and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provided timely and useful information about an enterprise's involvement in a variable interest entity. This statement must be applied as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of ASC 810 to have an impact on the Company's results of operations, financial condition or cash flows.


In June 2009, the FASB issued FAS 140/166, "Accounting for Transfers of Financial Assets," an amendment of FAS 140, which now resides with ASC 860, "Transfers and Servicing." ASC 860 is intended to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets: the effects of a transfer on its financial position, financial performance , and cash flows: and a transferor's continuing involvement, if any, in transferred financial assets. This statement must be applied as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of ASC 860 to have an impact on the Company's results of operations, financial condition or cash flows.


In May 2009, the FASB issued FAS 165, "Subsequent Events," which now resides with ASC 855, "Subsequent Events." This pronouncement establishes standards for accounting for and disclosing subsequent events (events which occur after the balance sheet date but before financial statements are issued or are available to be issued). ASC 855 requires and entity to disclose the date subsequent events were evaluated and whether that evaluation took place on the date financial statements were issued or were available to be issued. It is effective for interim and annual periods ending after June 15, 2009. The adoption of ASC 855 did not have a material impact on the Company's financial condition or results of operation.


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


We have never entered into any off-balance sheet financing arrangements and have not formed any special purpose entities.  We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.


Effect of Inflation and Changes in Price


Our future revenues, future rate of growth, results of operations, financial condition and ability to borrow funds or obtain additional capital, as well as the carrying value of our properties, are substantially dependent upon prevailing prices of oil and natural gas.  If the price of oil and natural gas increases (decreases), there could be a corresponding increase (decrease) in the operating cost that we are required to bear for operations, as well as an increase (decrease) in revenues.  Inflation has had a minimal effect on the operating activities of the Company.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Not applicable.




ITEM 4. CONTROLS AND PROCEDURES



ITEM 4.

CONTROLS AND PROCEDURES


Evaluation of Our Disclosure Controls


Under the supervision and with the participation of our chief executive officer and chief financial officer, Massimiliano Pozzoni, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to us, including our consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

17


Changes in Internal Control Over Financial Reporting


There have been no changes in our internal control over financial reporting that occurred during the quarter ended February 28,August 31, 2011 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.


PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS


ITEM 1.

LEGAL PROCEEDINGS


In the ordinary course of our business, we may from time to time become subject to routine litigation or administrative proceedings which are incidental to our business. We are not presently a party to nor are we aware of any existing, pending or threatened lawsuits or other legal actions involving us.

ITEM 1A. RISK FACTORS


ITEM 1A.

RISK FACTORS


Not applicable.

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


ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


We made no sales of equity securities during the three months ended February 28,August 31, 2011.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES


ITEM 3.

DEFAULTS UPON SENIOR SECURITIES


None.

ITEM 4. (REMOVED AND RESERVED)


ITEM 4.

(REMOVED AND RESERVED)

ITEM 5. OTHER INFORMATION
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 (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 was to be assigned to Enercor, subject to a reserved overriding royalty and certain third party consent rights, and Enercor 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 required 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 but can offer no assurance as to when and if this will occur.
18
We were 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 on July 31, 2009 (the “Initial Closing Date”).  The cash payments, each in the amount of $100,000 were required to be made at 30 day intervals following the Initial Closing Date.  We determined to limit our aggregate cash payments to $500,000, all of which have been made, and receive an assignment, if applicable, of a 35% working interest.
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 lease is adjacent to the leases which are the subject of our July 25, 2009 and August 12, 2009 Purchase Agreements with Enercor.  We paid 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 lease is adjacent to the leases which are the subject of our July 25, 2009 and August 5, 2009 Purchase Agreements with Enercor.  We paid Enercor 300,000 shares of our common stock for the working interest.
19
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”). On April 5, 2011 we notified the Investor of our determination to cancel the Investment Agreement. No stock was purchased by the Investor under the Investment Agreement.
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 sought to register 14,705,000 shares. We intend to withdraw the registration statement in connection with our recent termination of the related Investment Agreement.


ITEM 5.

OTHER INFORMATION


Not applicable.

ITEM 6. EXHIBITS
(a) Exhibits.
31.1/31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive andFinancial Officer
32.1/32.2 Rule 1350 Certification of Chief Executive and Financial Officer
20
SIGNATURES


ITEM 6.

EXHIBITS


(a)

Exhibits.


31.1

Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer

31.2

Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial Officer

32.1

Rule 1350 Certification of Chief Executive Officer

32.2

Rule 1350 Certification of Chief Financial Officer







SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




VIPER RESOURCES, INC.



Dated:  October 14, 2011

By:/s/ Dianwen Ju

Dianwen Ju

President and Chief Executive Officer



By:/s/ Xiao Chen

Xiao Chen

Chief Financial Officer



14


VIPER RESOURCES, INC.
Dated: April 6, 2011By:/s/ Massimiliano Pozzoni
Massimiliano Pozzoni
President, Chief Executive and Accounting Officer
21