Big Cat Energy (BCTE) 10-Q/A Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A-1

(Mark One)

þ  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   For the quarterly period ended: October 31, 2008

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

For the transition period from to

Commission file number: 000-49870

Big Cat Energy Corporation

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

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

121 W. Merino St.

PO Box 500

Upton, WY 92730

 (Address of principal executive offices)

(307) 468-9368

(Issuer’s telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ  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.

Large accelerated filer	Accelerated filer
Non-accelerated filer	þSmaller 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 þ

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 32,041,000 shares of common stock, $.0001 par value as of December 10, 2008

The Registrant amends and restates in their entirety Items 1 and 4A(T) of the Report as follows:

PART I.

ITEM 1.     FINANCIAL STATEMENTS.

BIG CAT ENERGY CORPORATION
(A Development Stage Company)
Condensed Balance Sheets
		October 31,		April 30, 2008
		2008
		(Unaudited)
Assets
Current assets:
Cash	$	389,417	$	4,796
Certificates of deposit		552,021		--
Marketable securities		10,019		1,065,981
Accounts receivable-other		--		3,000
Inventory		27,662		27,662
Prepaid expenses and other current assets		37,466		23,597
Total current assets		1,016,585		1,125,036
Equipment, net		8,306		8,745
Other assets		83,544		62,141
Total Assets	$	1,108,435	$	1,195,922
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	$	9,461	$	52,067
Shareholders’ equity:
Common stock, $.0001 par value; 100,000,000 shares authorized,
32,041,000 and 31,041,000 shares issued and outstanding
at October 31, 2008 and April 30, 2008 respectively		3,204		3,104
Additional paid-in capital		9,679,891		8,435,991
Deficit accumulated during development stage		(8,584,121)		(7,295,240)
Total shareholders’ equity		1,098,974		1,143,855
Total Liabilities and Shareholders’ Equity	$	1,108,435	$	1,195,922
See accompanying notes to condensed financial statements.

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BIG CAT ENERGY CORPORATION
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
										June 19,
										1997
		For the Three Months				For the Six Months				(Inception)
		Ended				Ended				Through
		October 31,				October 31,				October 31,
		2008		2007		2008		2007		2008
				(Restated)				(Restated)
Revenues	$	20,625	$	1,875	$	43,125	$	1,875	$	83,125
Costs and expenses:
Personnel costs (includes stock based
compensation of $372,000, $460,000,
$744,000, $920,000 and $4,944,000
respectively)		602,107		636,943		1,203,573		1,270,975		6,743,651
Professional fees		21,326		87,186		91,644		104,200		526,131
General and administrative		35,906		58,651		60,444		124,383		554,652
Total Expenses		659,339		782,780		1,355,661		1,499,558		7,824,434
LOSS BEFORE OTHER INCOME		(638,714)		(780,905)		(1,312,536)		(1,497,683)		(7,741,309)
OTHER INCOME (EXPENSE)
Interest income		9,991		12,263		23,655		27,323		107,369
(Loss) on valuation from private
placement		--		--		--		(433,000)		(433,000)
Loss before discontinued operations		(628,723)		(768,642)		(1,288,881)		(1,903,360)		(8,066,940)
Loss on discontinued operations of Sterling Oil
& Gas (net of minority interest of $4,261, $8,550
and $258,587 respectively)		--		(8,623)		--		(17,868)		(517,181)
Net (Loss)	$	(628,723)	$	(777,265)	$	(1,288,881)	$	(1,921,228)	$	(8,584,121)
Net loss per share from continuing
operations	$	(0.02)	$	(0.03)	$	(0.04)	$	(0.06)
Net loss per share-discontinued
operations		--	$	(0.00)		--	$	(0.00)
Net loss per share, basic and dilutive	$	(0.02)	$	(0.03)	$	(0.04)	$	(0.06)
Weighted average number of common shares
outstanding-basic and diluted		32,041,000		29,682,304		32,035,565		29,611,652
See accompanying notes to condensed financial statements.

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BIG CAT ENERGY CORPORATION
(A Development Stage Company)
CONDENSED STATEMENT OF SHAREHOLDERS’ EQUITY
FOR THE SIX MONTHS ENDED OCTOBER 31, 2008
AND THE CUMULATIVE PERIOD FROM INCEPTION (JUNE 19, 1997) TO OCTOBER 31, 2008
(UNAUDITED)
															DEFICIT
															INCURRED
	COMMON STOCK									ADDITIONAL					DURING
				PAR VALUE						PAID-IN					DEVELOPMENT
	SHARES			$.0001						CAPITAL					STAGE				TOTAL
Balance, at Inception (June 19, 1997)
Stock issued for services upon inception
at June 19, 1997 issued at par	500,000		$		50	$		–						–		$		50
Common stock cancelled March 2002	(500,000)				(50)			–						–				(50)
Sale of common stock at $0.10 per
share, April 2002	1,114,000				111			111,289						–				111,400
Contributed services (January 2000
through April 2003)	–				–			10,425						–				10,425
Cumulative net loss	–				–			–						(132,543)				(132,543)
Balance, May 1, 2005	1,114,000				111			121,714						(132,543)				(10,718)
Sale of common stock March through
April 2006 at $0.05 per share	7,400,000				740			369,260						–				370,000
Sale of common stock at March 2006 at
$0.01 per share	2,500,000				250			24,750										25,000
Common stock issued in exchange for
assets (Note 6)	12,450,000				1,245			22,745										23,990
Net loss	–				–			–						(145,182)				(145,182)
Balance, April 2006	23,464,000				2,346		538,469						(277,725)					263,090
Sale of common stock (May through
June 2006) at $0.50 per share	4,065,000				407		2,032,093						–					2,032,500
Sale of common stock (January 2007)
at $0.75 per share	2,012,000				201		1,508,799						–					1,509,000
Offering costs	–				–		(21,752)						–					(21,752)
Contributed capital	–				–		22,582						–					22,582
Stock-based compensation (April 2007)	–				–		1,840,000						–					1,840,000
Net loss	–				–		–						(2,639,221)					(2,639,221)
Balance, April 30, 2007	29,541,000	2,954							5,920,191				(2,916,946)					3,006,199
Sale of common stock (October 2007)
at $1.00 per share	500,000	50							499,950									500,000
Sale of units (April 2008) at $0.50 per
unit	1,000,000	100							499,900									500,000
Spin off Sterling subsidiary									(  844,050)									(844,050)
Stock-based compensation (April 2007)									2,360,000									2,360,000
Net loss	–	–							–				(4,378,294)					(4,378,294)
Balance, April 30, 2008	31,041,000				3,104						8,435,991	(7,295,240)					1,143,855
Sale of units (May 2008) at $0.50 per
unit	1,000,000		50								499,950						500,000
Stock-based compensation											744,000						744,000

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Net loss six months ended October 31
2008	--		--		--		(1,288,881)		(1,288,881)
Balance October 31, 2008	32,041,000	$	3,204	$	9,679,891	$	(8,584,121)	$	1,098,974
See accompanying notes to condensed financial statements.

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BIG CAT ENERGY CORPORATION
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
								June 19, 1997
								(inception)
		For the Six Months Ended						Through
		October 31,						October 31,
		2008		2007				2008
				(Restated)
Cash Flows From Operating Activities:
Net Loss	$	(1,288,881)	$	(1,921,228)		$		(8,584,121)
Adjustments to reconcile net loss to net cash used by
operating activities:
Depreciation		1,132		980				3,694
Stock based compensation		744,000		920,000				4,944,000
Contributed services and other		--		--				10,425
Cash flow from discontinued operations		--		444,249				833,369
Changes in operating assets and liabilities:
Inventory		--		(21,080)				(27,662)
Accounts receivable		3,000		--				--
Trading securities		503,941		97,774				(562,040)
Prepaid and other		(13,869)		(46,001)				(37,466)
Payables		(42,606)		14,801				9,461
Net cash (used in)
operating activities		(93,283)		(510,505)				(3,410,340)
Cash flows from investing activities:
Purchase of unproven oil and gas properties		--		--			(1,794,231)
Equipment purchases		(693)		--			(12,000)
Other assets		(21,403)		(13,914)			(59,555)
Cash used in discontinued operations		--		(29,723)			(133,757)
Net cash (used in)
investing activities		(22,096)		(43,637)			(1,999,543)
Cash flows from financing activities:
Proceeds from related party advances		--		--			51,618
Repayment of related party advances		--		--			(29,036)
Proceeds from the sale of common stock		500,000		500,000			5,547,901
Payments for offering costs		--		--			(21,752)
Cash flow provided by discontinued operations		--		249,210			250,569
Net cash provided by
financing activities		500,000		749,210			5,799,300
Net Increase in cash and
cash equivalents		384,621		195,068			389,417
Cash and cash equivalents:
Beginning of period		4,796		52,744			--
End of period	$	389,417	$	247,812	$		389,417
Noncash investing and financing transactions:
Forgiveness of debt by related party, accounted for as
Capital contributed	$	--	$	--	$		22,582
Stock issued to related party for ARID technology	$	--	$	--	$		23,990
Spin off of Sterling Oil & Gas	$	--	$	--	$		1,794,231
See accompanying notes to condensed financial statements.

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BIG CAT ENERGY CORPORATION

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

Note 1: Presentation, Organization and Nature of Operations

Presentation

     The accompanying unaudited financial statements of Big Cat Energy Corporation (the “Company”) at October 31, 2008 and 2007 have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial statements pursuant to, instructions to Form 10-Q, and Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended April 30, 2008. In management’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation to make the Company’s financial statements not misleading have been included. The results of operations for the periods ended October 31, 2008 and 2007 presented are not necessarily indicative of the results to be expected for the full year. The April 30, 2008 balance sheet has been derived from the Company’s audited financial statements included in the Company’s annual report on Form 10-K for the year ended April 30, 2008.

Description of Operations

     Big Cat Energy Corporation (“Big Cat” or the “Company”), a Nevada corporation, owns the exclusive rights to a technology known as the Aquifer Recharge Injection Device (ARID) which allows Coal Bed Methane (“CBM”) operators to redistribute water produced from productive coal seams, within the same bore hole. The ARID tool moves contaminated water from the producing coal seam to depleted aquifers of similar water quality, without having to discharge the water on the surface. With the ARID tool and process in use, the production well will not require use of a separate re-injection well for any of the produced water. The produced water never leaves the well bore as it is redirected into different aquifer zones, identified from the geophysical logs.

     On May 1, 2007, the Company formed a subsidiary, Sterling Oil & Gas Company (“Sterling”) and transferred its unevaluated oil and gas properties, consisting of various mineral leases and related costs to Sterling, in return for 10 million shares of Sterling restricted common stock. On April 2, 2008, the Company distributed the Sterling shares in a prorata distribution to Big Cat’s shareholders. All activity related to Sterling for 2007 has been reported as discontinued operations in the financial statements.

     The Company is in the development stage in accordance with Statement of Financial Accounting Standards (‘SFAS”) No. 7. The Company has been in the development stage since inception and has yet to generate any significant revenue-producing operations. Activities since its inception have primarily involved its organization, development of the Company and more recently, its ARID initiative and the spin off of Sterling.

Restated Condensed Statement of Operations-2007

     The Loss on discontinued operations of Sterling Oil and Gas in the Condensed Statement of Operations for 2007 has been restated to reflect the non-cash contributed consulting fees from Big Cat to

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the discontinued operations of Sterling Oil and Gas Company, less the respective minority interest. For the three months ended October 31, 2007, the restatement was an increase to net (loss) of $6,833 and for the six months ended October 31, 2007 the restatement was an increase to net (loss) of $13,265.

Note 2: Liquidity

Going Concern

     As of October 31, 2008, the Company had working capital of approximately $1,007,124 and stockholders’ equity of $1,098,974. The Company has realized minimal revenues and has incurred significant losses from operations and used significant cash flow to fund operations for the periods presented in this Quarterly Report. Historically, Big Cat has relied upon outside investor funds to maintain its operations and develop its business. Big Cat’s plan for continuation anticipates continued funding from investors. This funding would be used for operations, for working capital, as well as business expansion during the upcoming fiscal year. The Company can provide no assurance that additional investor funds will be available on terms acceptable to the Company. These conditions raise substantial doubt about Big Cat’s ability to continue operations as a going concern.

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

Note 3: Significant Accounting Policies:

Use of Estimates

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

Certificates of deposit and Marketable Securities

     The Company has purchased unsecured commercial paper (floating rate demand notes) of Ford Motor Credit Company, which is classified as trading securities and fixed rate certificates of deposit from First Interstate Bank. These securities are stated at fair value based on interest rates that approximate market rates and the short term maturity of the notes. The income earned on these investments is included in interest income in the accompanying financial statements.

Concentrations of Credit Risk

     The Company’s cash equivalents and certificates of deposit are exposed to concentrations of credit risk. The Company manages and controls this risk by investing these funds with major financial institutions.

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Off Balance Sheet Arrangements

     From time-to-time, we enter into off-balance sheet arrangements and transactions that can give rise to off-balance sheet obligations. As of October 31, 2008, the off-balance sheet arrangements and transactions that we have entered into include operating lease agreements. The Company does not believe that these arrangements are reasonably likely to materially affect its liquidity or availability of, or requirements for, capital resources.

Income Taxes

     The company uses the asset and liability method of accounting for deferred taxes . Deferred tax assets and liabilities are determined based on the temporary differences between the financial statement and the tax basis of the assets and liabilities. Deferred tax assets or liabilities at the end of each period are determined using the tax rate in effect at that time. The Company adopted FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, effective May 1, 2008. FIN 48 requires that amounts recognized in the balance sheet related to uncertain tax positions be classified as current or noncurrent liability, based upon the expected timing of the payment to a taxing authority. The Company had no material uncertain tax positions as of October 31, 2008 or 2007.

Risks and Uncertainties

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

Fair Value of Financial Instruments

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

     In the first quarter of fiscal year 2009, the Company adopted Statement of Financial Accounting Standard (SFAS) No. 157, “Fair Value Measurement” (SFAS No. 157) as amended by FASB Statement of Position (FSP) FAS 157-1 and FSP FAS 157-2. SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and enhances fair value measurement disclosure. FSP FAS 157-2 delays, until the first quarter of fiscal year 2010, the effective date for SFAS 157 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).

     The following table provides information regarding the source of data used by the Company to develop fair value measurements:

		Fair Value Measurements at Reporting Date Using
				Quoted Prices in		Significant Other	Significant
				Active Markets for		Observable Inputs	Unobservable
				Identical Assets			Inputs
Description		October 31, 2008		(Level 1)		(Level 2)	(Level 3)
Certificates
of deposit	$	552,021	$	550,000	$	2,021

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Trading securities	$	10,019	$	10,019	$	--
Total	$	562,040	$	560,019	$	2,021

Equity-Based Compensation

     The Company accounts for equity-based compensation arrangements in accordance with SFAS No. 123R,, Accounting for Stock-Based Compensation, which permits entities to recognize as expense over the vesting period, the fair value of all stock-based awards on the date of grant. The Company recorded expense of stock-based compensation during the three months ended October 31, 2008, totaling $372,000 compared to $460,000 for the three months ended October 31, 2007. The Company has recorded stock-based compensation totaling $744,000 for the six months ended October 31, 2008 compared to $920,000 for the six months ended October 31, 2007.

Net Loss Per Share

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

     As of October 31, 2008 the Company had outstanding 32,041,000 shares of common stock and options to purchase an additional 3,160,000 shares of common stock. At October 31, 2008, there were also warrants for the purchase of 2,000,000 shares of restricted common stock outstanding. At October 31, 2007, the Company had outstanding 30,041,000 shares of common stock and options to purchase an additional 1,550,000 shares of common stock. The options and warrants outstanding were excluded from the calculation of diluted earnings per share as their effect would have been anti dilutive.

Other Comprehensive Income

     The Company does not have any other items of other comprehensive income for the six months ended October 31, 2008 and 2007. Therefore, total comprehensive income (loss) is the same as net income (loss) for these periods.

Revenue Recognition

     The Company leases its ARID tool and process to its customers. Revenue is recognized equally over the term of lease. When the lease is executed the company records deferred revenue Other Current Liability for those amounts paid for lease commitments for the next 12 months and a Long Term Obligation for those amounts in excess of 12 months. At October 31, 2008, the Company has recorded $6,875 as Other Current Liabilities for deferred revenue and $0 for Long Term Obligations.

Recently Issued Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and

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does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). We do not anticipate that the adoption of SFAS 162 will materially impact the Company.

In May 2008, the FASB issued SFAS No. 163 Accounting for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement No. 60. This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements.

This Statement is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years, except for some disclosures about the insurance enterprise’s risk-management activities. We do not anticipate the adoption of SFAS 163 will have any effect on the Company’s future financial position or results of operations.

In September 2008 the FASB issued FSP FAS 133-1 and FIN 45-4Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161. The credit derivatives market has expanded significantly over the past few years. Financial statement users and others have expressed concerns that the current disclosure requirements for derivative instruments and certain guarantees do not adequately address the potential adverse effects of changes in credit risk on the financial position, financial performance, and cash flows of the sellers of credit derivatives and certain guarantees. This FSP amends FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, to require disclosures by sellers of credit derivatives, including credit derivatives embedded in a hybrid instrument. This FSP also amends FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, to require an additional disclosure about the current status of the payment/performance risk of a guarantee. Further, this FSP clarifies the Board’s intent about the effective date of FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities. We do not anticipate the adoption of this FSP will have a material effect on the Company’s future financial position or results of operations.

Note 4: Shareholders’ Equity

Private Offerings

     During the three months ended October 31, 2007 the Company completed the private placement of 500,000 restricted shares of its common stock to an accredited investor. The company received proceeds

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of $500,000 from the private placement. Following the above sale, the Company’s common stock increased to 30,041, 000 shares issued and outstanding.

     During April 2008, we completed a private placement of securities and raised gross proceeds of $500,000. We sold a total of 1,000,000 units to six (6) investors, each unit consisting of one (1) share of restricted common stock at $.50 per share and one (1) warrant for one (1) share of restricted common stock at $.75 per share. Following the above sale, the Company’s common stock increased to 31,041, 000 shares issued and outstanding.

     During the six months ended October 31, 2008 the Company completed the private placement of 1,000,000 units at $.50 per unit, each unit consisting of one restricted share of its common stock and one warrant to purchase one share of restricted common stock exercisable at $.75 per share. The offering began during the fourth quarter of the fiscal year ended April 30, 2008 and was completed during the first quarter of the current fiscal year. As a result of sales during the first quarter, the Company received proceeds of $500,000 from the private placement. Following the above sale, the Company’s outstanding common stock increased to 32,041,000 shares.

     The Company issued the foregoing shares of common stock as restricted securities pursuant to the exemptions from registration contained in Regulation S of the Securities Act of 1933 and section 4(2) of the Securities Act of 1933. Shares sold pursuant to Regulation S were sold to non U.S. persons outside the United States of America. Shares sold pursuant to section 4(2) of the Securities Act of 1933 were sold to persons who receive the same information that can be found in a Form SB-2 registration statement and were deemed sophisticated investors in that they understood our business and were able to read and understand financial statements.

Note 5: Stock Option Plan

     The Company has adopted the 2007 Nonqualified Stock Option Plan (the “Plan”), as amended, and reserved 5,000,000 shares of common stock for the plan. On April 27, 2007 options to purchase 1,550,000 shares were granted to directors and officers of the Company exercisable at $.50 per share, which was below the fair market value on that date. The 2007 options have a term of five years and have limits on the amounts exercisable over a three-year term. During Fiscal Year 2008, the Company granted options to purchase 1,860,000 shares to directors, officers, and key employees of the Company. Of the 1,860,000 options granted, 255,000 options were granted at $.50 per share, which was below the fair market value on the date of grant. The remaining options were granted at the market price on the date of grant, April 30, 2008. Of the options granted in Fiscal Year 2008, 10,000 are immediately exercisable and the balance becomes exercisable by April 30, 2009. An aggregate of 250,000 options were forfeited during the year ended April 30, 2008.

     As of April 30, 2008, and 2007 the options granted under the plan are fully vested, however, the agreement limits the number of options to be exercised each year through April 30, 2009. Due to the limitations on exercising the options, and the fact that they expire if the employee resigns or is terminated for cause, the Company has treated the options as if they vest over a two-year period. The Company expects to recognize approximately $1,500,000 in stock compensation expense ratably through April 30, 2009. There have been no options exercised under the terms of the Plan.

Note 6: Income Tax

     The federal net operating loss (NOL) carryforward of approximately $2,800,000 as of October 31, 2008 expires on various dates through 2028. Internal Revenue Code Section 382 places a limitation on

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the amount of taxable income which can be offset by NOL carryforwards incurred before a change in control. “Change in control” for these purposes generally means greater than a 50% change in ownership of the corporation. After a change in control, a loss corporation cannot deduct NOL carryforwards existing at the time of the change in control in excess of the Section 382 limitations. Due to these “change in ownership” provisions, utilization of NOL carryforwards may be subject to an annual limitation in future periods. We have not performed a Section 382 analysis, however approximately ninety percent of the present NOL was incurred during the fiscal years beginning April 1, 2007 and thereafter which was consequently after a change in control of the Company in March, 2006.

     Nonetheless, we have established a full valuation allowance against the deferred tax assets because, based on the weight of available evidence including our continued operating losses, it is more likely than not that all of the deferred tax assets will not be realized. Because of the full valuation allowance, no income tax expense or benefit is reflected on the statement of operations.

ITEM 4A(T). CONTROLS AND PROCEDURES

The Company’s Chief Executive Officer and the Principal Financial Officer evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of October 31, 2008. Based on this evaluation, the Chief Executive Officer and Principal Financial Officer concluded that, as of October 31, the Company’s disclosure controls and procedures are effective.

 A change in the Company’s internal controls over financial reporting occurred during the quarter ended October 31, 2008, that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting, in that the Company determined in the event of the need to evaluate highly complex and/or unusual transactions under generally accepted accounting principles and the Securities and Exchange Commission’s accounting interpretations, management will retain and rely upon outside experts in accounting in the event of such transactions The Company has retained an outside consultant who will review the Company’s regulatory filings and advise the Company on its compliance with current SEC and GAAP requirements.

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SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities and Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 4th day of May, 2009.

 BIG CAT ENERGY CORPORATION

 BY:  TIMOTHY BARRITT

         Timothy Barritt, President and Principal

         Executive Officer

 BY:  RICHARD G. STIFEL

         Richard G. Stifel, Principal Accounting Officer

         and Principal Financial Officer

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