Cheetah Oil & Gas 10Q 2009 Q1 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2009

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ______________

Commission File Number 000-50861

CHEETAH OIL & GAS LTD.
(Exact name of registrant as specified in its charter)

Nevada	93-1118938
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

17 VICTORIA ROAD, NANAIMO, B.C.	V9R 4N9
(Address of principal executive offices)	(Zip Code)

250-714-1101
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, 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.
[ X] YES [ ] NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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 [ ]	(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 [ X ] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
[ ] YES [ ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 37,086,740 common shares issued and outstanding as of May 6, 2009

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements.

Our unaudited interim financial statements for the three month period ended March 31, 2009 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles. These interim unaudited financial statements should be read in conjunction with the Company’s audited financial statements and the 10-K for the year ended December 31, 2008.

Unaudited Interim Financial Statements

Cheetah Oil & Gas Ltd.
(an exploration stage enterprise)
March 31, 2009

Cheetah Oil & Gas Ltd.
(an exploration stage enterprise)

BALANCE SHEETS
(Unaudited, expressed in U.S. dollars)
[Basis of Presentation – See Note 1 and Going Concern Uncertainty – See Note 3]

	March 31,		December 31,
As at:	2009		2008
	$		$
			Restated
ASSETS
Current
Cash and cash equivalents	137,916		1,538
Receivables	62,500		250,000

	200,416		251,538

Equipment	1,986		2,091
	202,402		253,629

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current
Accounts payable and accrued liabilities[note 5]	383,356		390,803

	383,356		390,803


Stockholders’ equity (deficit)
Common stock[note 4]
Preferred stock, $0.001 par value, authorized 100,000,000 shares
Common stock, $0.001 par value, authorized 500,000,000 shares
issued and outstanding: 37,086,740 shares
[December 31, 2008 – 40,086,740 shares]	37,087		40,087
Additional paid in capital	15,662,439		15,675,772
Deficit accumulated during the exploration stage	(15,880,480	)	(15,853,033	)
	(180,954	)	(137,174	)
	202,402		253,629

See accompanying notes

Cheetah Oil & Gas Ltd.
(an exploration stage enterprise)

STATEMENTS OF OPERATIONS
(Unaudited, expressed in U.S. dollars)
[Basis of Presentation – See Note 1 and Going Concern Uncertainty – See Note 3]

						Cumulative
						from
		Three		Three		January 28,
		months ended		months ended		2003 to
		March 31,		March 31,		March 31,
		2009		2008		2009
		$		$		$
						Restated

General and administrative expenses
Liquidated damages fees		-		-		1,634,579
Accounting, audit and legal		27,335		56,254		1,016,433
Amortization of deferred charges		-		-		464,327
Depreciation		105		157		3,640
Interest		235		2,904		3,127,747
Accretion of debt discount on convertible notes		-		-		2,300,000
Directors’ fees		-		-		426,873
Consulting fees		30,000		41,837		670,854
Office and miscellaneous		579		1,467		347,102
Investor relations and shareholder information		152		-		181,249
Rental and communication		1,578		1,469		80,940
Stock-based compensation		7,667		-		2,000,155
		67,651		104,088		12,253,899

Loss before other income (expense)		(67,651	)	(104,088	)	(12,253,899	)
Foreign exchange gain (loss)		955		2,340		168,636
Unrealized gains (losses) on warrants		-		11,000		2,297,000
Forgiveness of debt		39,249		-		39,249
Other income (loss)		-		-		(20,876	)
Net loss from continuing operations		(27,447	)	(90,748	)	(9,769,890	)
Discontinued operations		-		-		(6,110,590	)
Net Loss		(27,447	)	(90,748	)	(15,880,480	)
Loss per share – basic and diluted
Loss from continuing operations	$	(0.00	)$	(0.00	)
Loss from discontinued operations		-		-
Net Loss		(0.00	)	(0.00	)

Weighted average number of common stock
outstanding - basic and diluted		39,186,740		38,082,595

See accompanying notes

Cheetah Oil & Gas Ltd.
(an exploration stage enterprise)

STATEMENTS OF CASH FLOWS
(Unaudited, expressed in U.S. dollars)
[Basis of Presentation – See Note 1 and Going Concern Uncertainty – See Note 3]

					Cumulative from
	Three months		Three months		January 28,
	ended		ended		2003 to
	March 31,		March 31,		March 31,
	2009		2008		2009
	$		$		$
					*Restated*
OPERATING ACTIVITIES
Net loss for the period	(27,447	)	(90,748	)	(15,880,480	)
Less loss from discontinued operations	-		-		6,110,590
Net loss from continuing operations	(27,447	)	(90,748	)	(9,769,890	)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Amortization of deferred charges	-		-		414,180
Depreciation	105		157		3,640
Debt foregiveness	(39,249	)	-		(39,249	)
Unrealized gain on warrants	-		(11,000	)	(2,297,000	)
Foreign exchange	-		-		182,267
Non-cash directors’ fees	-		-		426,873
Non-cash interest fees	-		1,689		8,000
Stock-based compensation	7,667		-		2,000,154
Gain on disposal of equipment	-		-		(8,311	)
Accretion of debt discount on convertible notes	-		-		2,300,000
Change in other assets and liabilities:
Prepaids and deposits	-		(21	)	210,655
Accounts receivable	187,500		(7,244	)	75,838
Accounts payable and accrued liabilities	31,802		64,493		4,023,682
Interest & penalties payable			954		2,547,205
Cash provided by continuing activities	160,378		(41,720	)	78,044
Cash provided by (used in) discontinued activities	-		-		(2,453,400	)
Net cash used in operating activities	160,378		(41,720	)	(2,375,356	)
FINANCING ACTIVITIES
Proceeds on issuance of common shares, net of share issuance costs	-		-		5,922,500
Proceeds on exercise of warrants	-		-		416,000
Proceeds from convertible note financing	-		-		5,000,000
Net issuance costs paid relating to note financing	-		-		(464,328	)
Proceeds from capital loan	-		-		750,000
Net loan proceeds	-		-		242,181
Subscriptions received	-		-		750,288
Repayment of capital lease	-		-		(23,681	)
Repayment of advances payable to related parties	-		-		(1,174	)
Advances payable	-		49,892		1,999,864
Cash provided by continuing activities	-		49,892		14,591,650
Cash provided by (used in) discontinued activities	-		-		-
Net cash from financing activities	-		49,892		14,591,650
INVESTING ACTIVITIES
Purchase of equipment	-		-		(125,400	)
Purchase of Cheetah Shares for Cancellation	(24,000	)	-		(24,000	)
Proceeds on disposal of equipment	-		-		25,733
Cash provided by (used in) continuing activities	(24,000	)	-		(123,667	)
Cash provided by (used in) discontinued activities	-		-		(11,954,787	)
Net cash used in investing activities	(24,000	)	-		(12,078,454	)
Increase in cash and cash equivalents	136,378		8,172		137,840
Cash and cash equivalents, beginning of period	1,538		7,861		76
Cash and cash equivalents, end of period	137,916		16,033		137,916

See accompanying notes

Cheetah Oil & Gas Ltd.
(an exploration stage enterprise)

NOTES TO FINANCIAL STATEMENTS DEFICIENCY
(Unaudited, expressed in U.S. dollars)

March 31, 2009

1. BASIS OF PRESENTATION

The following interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-K as promulgated by the Securities and Exchange Commission. Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles for complete financial statements. These interim unaudited financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2008. In the opinion of management, the interim unaudited financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

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

Certain amounts from prior periods have been reclassified to conform to the current period presentation. This reclassification has resulted in no changes to the Company’s accumulated deficit or net loss presented.

The statements of operations and cash flows reflect the results of operations and the changes in cash flows of the Company for the three month period ended March 31, 2009 and 2008. Operating results for the three-month period ended March 31, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.

2. CHANGES IN ACCOUNTING PRINCIPLES

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements.

The Company measures it warrants at fair value in accordance with SFAS 157. SFAS 157 specifies a valuation hierarchy based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s own assumptions. These two types of inputs have created the following fair value hierarchy:

Cheetah Oil & Gas Ltd.
(an exploration stage enterprise)

NOTES TO FINANCIAL STATEMENTS DEFICIENCY
(Unaudited, expressed in U.S. dollars)

March 31, 2009

2. CHANGES IN ACCOUNTING PRINCIPLES (cont’d)

Level 1 – Quoted prices for identical instruments in active markets;
Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and
Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

This hierarchy requires the Company to minimize the use of unobservable inputs and to use observable market data, if available, when estimating fair value. The fair value of the warrants using a black-scholes model [see note 4] using the following inputs at March 31, 2009:

Fair Value Measurements at Reporting Date Using

		Quoted Prices in			Significant
		Active Markets			Other			Significant
		for Identical			Observable			Unobservable
		Assets			Inputs			Inputs

Total		(Level 1	)		(Level 2	)		(Level 3	)

$	$	—		$	—		$	—

The provisions of SFAS 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007.

In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption of SFAS No. 159 did not have a material effect on its financial statements.

Cheetah Oil & Gas Ltd.
(an exploration stage enterprise)

NOTES TO FINANCIAL STATEMENTS DEFICIENCY
(Unaudited, expressed in U.S. dollars)

March 31, 2009

3. GOING CONCERN UNCERTAINTY

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has incurred a net loss of $27,447 for the three month period ended March 31, 2009 [2008 - $90,748] and at March 31, 2009 had a deficit accumulated during the exploration stage of $15,880,480 [2008 - $15,853,033]. The Company has not generated any revenue, has a substantial accumulated deficit and negative working capital of $182,940 as at March 31, 2009 [2008 - $139,265]. The Company requires additional funds to maintain its existing operations and to acquire new business assets. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are to raise equity and debt financing as required, but there is no certainty that such financing would be available or that it would be available at acceptable terms. The outcome of these matters cannot be predicted at this time.

These financial statements do not include any adjustments to reflect the future effects on the recoverability and classification of assets or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

4. COMMON STOCK

On March 4, 2009 the Company agreed to purchase 3,000,000 shares of common stock from two former directors for an aggregate purchase price of US$24,000. Upon the closing of the Share Purchase Agreement any further funds owing the two former directors that were accrued and outstanding at March 4, 2009 was forgiven.

Stock Options

The Company has a stock option plan for its directors, officers, employees and consultants. Under the terms of the plan, options become exercisable immediately upon grant. All stock options granted to date have been pursuant to separate agreements which override the terms of the standard plan. The vesting period of the stock options is 50% over the first twelve months and 50% over the remaining twelve months.

Cheetah Oil & Gas Ltd.
(an exploration stage enterprise)

NOTES TO FINANCIAL STATEMENTS DEFICIENCY
(Unaudited, expressed in U.S. dollars)

March 31, 2009

4. COMMON STOCK – cont’d

Stock Options – cont’d

A summary of the status of the Company stock option plan as of March 31, 2009

	2009

		Weighted
	Number of	average
	shares	exercise price
	#	$

Outstanding, January 1, 2009	2,000,000	0.15
Granted	1,000,000	0.15
Exercised	—	—
Forfeited or cancelled	—	—
Outstanding, March 31, 2009	3.000,000	0.15
Vested or expected to vest	—	—
Exercisable	—	—

Warrants

The following summarizes the stock purchase warrant transactions for the three months ended March 31, 2008:

		Weighted average
	Number	exercise price
	of warrants	$
Outstanding, January 1, 2009	1,221,429	7.00
Warrants issued	—	—
Warrants exercised	—	—
Warrants forfeited/expired/cancelled	—	—
Outstanding, March 31, 2009	1,221,429	7.00

Cheetah Oil & Gas Ltd.
(an exploration stage enterprise)

NOTES TO FINANCIAL STATEMENTS DEFICIENCY
(Unaudited, expressed in U.S. dollars)

March 31, 2009

5. RELATED PARTY TRANSACTIONS

Related party transactions are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties.

For the three months ended March 31, 2009 the Company incurred consulting fees to two directors of the Company in the amount of $30,000 [2008 - $129,112]. As at March 31, 2009 consulting fees totaling $111,000 remain unpaid and is included in accounts payable and accrued liabilities.

Funds owing two former directors totaling $39,249 that was included in Accounts Payable at December 31, 2008 was forgiven.

6. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

	Three months	Three months	Cumulative from
	Ended	Ended	January 28, 2003
	March 31,	March 31,	to March 31,
	2009	2008	2009
	$	$	$
Cash paid during the period:
Interest	—	—	14,509

Non-cash transactions:
Shares issued for acquisition of Scotia	—	—	1,000,000
Purchase of capital lease assets	—	—	45,022
Share and warrants issued as share issue costs	—	—	71,429
Contribution received from a shareholder of the
Company in connection with the acquisition of Scotia
Petroleum Inc.	—	—	1,817,273
Debt settled for shares	—	—	680,501
Shares issued for services	—	—	1,426,873
Settlement of debt	—	—	13,691,278
Oil and gas property costs not paid yet	—	—	5,313,629

Cheetah Oil & Gas Ltd.
(an exploration stage enterprise)

NOTES TO FINANCIAL STATEMENTS DEFICIENCY
(Unaudited, expressed in U.S. dollars)

March 31, 2009

7. RECENT ACCOUNTING PRONOUNCEMENTS

In December 2007, the Financial Accounting Standards Board issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS No. 141(R)”) and SFAS No. 160, “Noncontrolling Interest in Consolidated Financial Statements” (“SFAS No. 160”). These new standards represent the outcome of the FASB’s joint project with the International Accounting Standards Board and are intended to improve, simplify and converge internationally the accounting for business combinations and the reporting of noncontrolling interests in consolidated financial statements.

SFAS No. 141(R) replaces SFAS No. 141, “Business Combinations,” however, it retains the fundamental requirements of the former Statement that the acquisition method of accounting (previously referred to as the purchase method) be used for all business combinations and for an acquirer to be identified for each business. This Statement defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control. The new standard requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand the nature and financial effect of the business combination.

SFAS No. 160 amends Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This Statement clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This Statement changes the way the consolidated income statement is presented by requiring net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest and to disclose those amounts on the face of the income statement. It also aligns the reporting of noncontrolling interest in subsidiaries with the requirements in International Accounting Standard 27.

Both SFAS No. 141(R) and SFAS No. 160 are effective beginning in our fiscal 2010. SFAS No. 141 (R) will be applied to business combinations that are consummated beginning in fiscal 2010, and SFAS No. 160 will be applied prospectively to all noncontrolling interests, including any that arose before fiscal 2010. We are currently evaluating these Statements and have not yet determined their effect on our consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”) which addresses how companies should measure fair value when they are required to use a fair value measure for recognition or disclosure purposes under generally accepted accounting principles (“GAAP”). As a result of SFAS 157 there is now a common definition of fair value to be used throughout GAAP. The FASB believes that the new standard will make the measurement of fair value more consistent and comparable and improve disclosures about those measures. SFAS 157 will be effective for the Company for fiscal year 2009. Management is currently evaluating the impact of the statement on the Company. Management does not believe the adoption of SFAS 157 will have a material impact on its consolidated financial statements.

Cheetah Oil & Gas Ltd.
(an exploration stage enterprise)

NOTES TO FINANCIAL STATEMENTS DEFICIENCY
(Unaudited, expressed in U.S. dollars)

March 31, 2009

7. RECENT ACCOUNTING PRONOUNCEMENTS – cont’d

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”). SFAS 161 requires entities to provide enhanced disclosures about derivative instruments and hedging activities. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company does not currently have any derivative instruments or hedging activities.

8. SUBSEQUENT EVENTS

On April 2, 2009 the Company entered into a demand loan agreement with Sage Investments Ltd. (“Sage”) where Sage agreed to advance $55,000 Cdn. The loan is secured against the Company’s assets and carries an interest rate of 18% per annum calculated monthly.

On April 3, 2009 the Company entered into an asset purchase agreement with Delta Oil & Gas, Inc. and The Stallion Group wherein we agreed to acquire an 8% interest in certain oil and gas interest located in the State of Mississippi, known as the Belmont Lake Field for a value of $186,000. The Belmont Lake field currently has two producing wells which have been producing approximately 130 bbl/d. The Belmont Lake field has proven reserves of 400,000 bbl’s of oil

In addition to acquiring the 8% working interest, the Company also acquired a 40% working interest on an option to drill wells on over l32,000 acres of exploration lands. These lands have extensive existing 2-D and 3-D seismic coverage and the project operations have identified multiple targets for potential future drilling.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited interim financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles. The following discussion should be read in conjunction with our Company’s audited financial statements and 10-KSB for the year ended December 31, 2008 and unaudited interim financial statements and the related notes that appear elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all references to "common shares" refer to common shares in the capital of our Company and the terms "we", "us" and "our" mean Cheetah Oil & Gas Ltd.

General Overview

We were incorporated under the laws of the State of Nevada on May 5, 1992 under the name “Bio-American Capital Corporation”.

On March 5, 2004 we acquired all of the issued and outstanding shares of Cheetah BC, a private British Columbia Company, in exchange for 25,000,000 shares of our common stock. Therefore, for accounting purposes, Cheetah BC was deemed to have acquired Bio-American Capital Corporation.

Bio-American Capital Corporation changed its name to “Cheetah Oil & Gas Ltd.” (“Cheetah”) by a Certificate of Amendment filed on May 25, 2004 with the Nevada Secretary of State. Immediately prior to the Cheetah acquisition we had 62 shareholders of record.

On April 24, 2007, we increased the authorized number of shares of our common stock from 50,000,000 shares to 500,000,000 shares, par value of $0.001 per share and altered our authorized share capital to authorize the issuance of up to 100,000,000 shares of preferred stock, par value of $0.001 per share, for which the Board of Directors may fix and determine the designations, rights, preferences or other variations of each class or series within each class of the preferred shares.

The general purpose and effect of the amendment to our corporation’s Articles is to increase our authorized share capital and authorize the preferred shares, which will enhance our Company’s ability to finance the development and operation of our business.

Our common shares were quoted for trading on the OTCBB on December 8, 1998 under the symbol “BIAN”. In October 1999, due to the change in Rule 15c2-11, we were reduced to trading in the “Pink Sheets” because we did not have an effective Form 10-SB. In August 1999 our Form 10-SB became effective. A Form 211 application was accepted by the NASD Regulations, Inc. and our shares of common stock were quoted for trading on the OTCBB in June 2002. On May 25, 2004 our symbol changed to “COGL”.

We have not been involved in any bankruptcy, receivership or similar proceeding.

We are an exploration stage oil and gas company engaged in the exploration for petroleum and natural gas. Until recently, we were engaged in the exploration for petroleum and natural gas in the country of Papua New Guinea through our ten percent equity interest in Cheetah Oil & Gas B.C. Ltd. (“Cheetah BC”). On November 25, 2008, we sold our remaining 10% interest in Cheetah BC.

Due to the implementation of British Columbia Instrument 51-509 on September 30, 2008 by the British Columbia Securities Commission, we have been deemed to be a British Columbia based reporting issuer. As such, we are required to file certain information and documents at www.sedar.com.

Our Current Business

We are an exploration stage oil and gas company engaged in the exploration for petroleum and natural gas.

On April 3, 2009, we entered into an asset purchase agreement with Delta Oil & Gas, Inc. and The Stallion Group wherein we agreed to acquire an 8% interest in certain oil and gas interests located in the State of Mississippi, known as the Belmont Lake field.

The Belmont Lake field current has two producing wells which have been producing approximately 130 bbl/d. The Belmont Lake field has proven reserves of 400,000 bbl’s of oil.

In addition to acquiring the 8% working interest, we acquired a 40% working interest on an option to drill wells on over 132,000 acres of exploration lands. These lands have extensive existing 2-D and 3-D seismic coverage and the project operations have identified multiple targets for potential future drilling.

We acquired these assets for approximately $186,000.

We are currently seeking opportunities to acquire prospective or producing oil and gas properties or other oil and gas resource related projects.

As an exploration stage company, we are not able to fund our cash requirements through our current operations. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately. Further, we believe that our Company may have difficulties raising capital until we locate a prospective property through which we can pursue our plan of operation. If we are unable to secure adequate capital to continue our acquisition efforts, our shareholders may lose some or all of their investment and our business may fail.

Cash Requirements

We are an exploration stage oil and gas company engaged in the exploration for petroleum and natural gas.

We currently hold an 8% interest in certain oil and gas interests located in the State of Mississippi, known as the Belmont Lake field. The Belmont Lake field currently has two producing wells, which have been producing approximately 130 bbl/d. The Belmont Lake field has proven reserves of 400,000 bbl’s of oil. In addition to the 8% working interest, we hold a 40% working interest on an option to drill wells on over 132,000 acres of exploration lands. These lands have extensive existing 2-D and 3-D seismic coverage and the project operations have identified multiple targets for potential future drilling.

Our Company has a limited operating history and is considered to be in the exploration stage. There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable.

Results of Operations – Three Months Ended March 31, 2009 and 2008

The following summary of our results of operations should be read in conjunction with our financial statements for the three month period ended March 31, 2009 which are included herein.

Our net loss and comprehensive loss for the three months ended March 31, 2009, for the three months ended March 31, 2008 and the changes between those periods for the respective items are summarized as follows:

	Three Months Ended March 31, 2009 $	Three Months Ended March 31, 2008 $	Change Between Three Month Period Ended March 31, 2009 and March 31, 2008 $
Legal, accounting and audit	(27,335)	(56,254)	28,919
General and administrative	(10,081)	(3,093)	(6,988)
Consulting fees & Director Fees	(30,000)	(41,837)	11,837
Interest and accretion	(235)	(2,904)	2,669
Unrealized gains (loss) on warrants	Nil	11,000	(11,000)
Foreign exchange gain (loss)	955	2,340	(1,385)
Forgiveness of Debt	39,249	Nil	39,249
Net loss and comprehensive loss for the period	(27,447)	(90,748)	63,301

Revenues

We have had no operating revenues since our inception on May 5, 1992 through to the period ended March 31, 2009.

General and Administrative

The increase in our general and administrative expenses for the three months ended March 31, 2009 was due to additional stock based compensation expense recorded in the first quarter ending March 31, 2009.

Accounting, Audit and Legal

The decreasein accounting, audit and legal fees for the three months ended March 31, 2009 was due to a decrease in audit fees.

Consulting Fees and Directors Fees

Thedecrease in consulting fees and director fees for the three months ended March 31, 2009 was due to a decrease in consulting fees. During the period ending March 31, 2009 there were only two directors that recorded monthly fees and at a reduced amount.

Interest and Accretion

The decreasein interest and accretion for the three months ended March 31, 2009 was due to no expense incurred on promissory notes for the period.

Foreign Exchange Gain (loss)

Thedecreasein foreign exchange gain for the three months ended March 31, 2009 was due to the exchange fluctuations.

Unrealized gain ( loss) on warrants

The change in unrealized gains (loss) on the warrants for the three months ended March 31, 2009 was due to the fact that the warrants were cancelled.

Liquidity and Financial Condition

Working Capital

		At			At
		March 31,			March 31,
		2009			2008
Current assets	$	200,416		$	389,398
Current liabilities		383,356			677,671
Working capital	$	(182,940	)	$	(288,273	)

Cash Flows

		Three Months Ended
		March 31,		March 31,
		2009		2008
Cash flows used in operating activities	$	160,378		(41,720	)
Cash flows used in investing activities		(24,000	)	-
Cash flows provided by financing activities		-		49,892
Net increase in cash during period	$	136,378		8,172

Operating Activities

Net cash provided by operating activities was $160,378 for the three months ended March 31, 2009 compared with cash used in operating activities of $41,720 in the same period in 2008. The difference was largely due to a lower net loss and large accounts receivable.

Investing Activities

Net cash used in investing activities was $24,000 for the three months ended March 31, 2009 compared to net cash provided by investing activities of $Nil in the same period in 2008 was mainly attributable to the purchase of 3,000,000 shares of stock from two former directors.

Financing Activities

Net cash from financing activities was $Nil for the three months ended March 31, 2009 compared to $49,892 in the same period in 2008 was mainly attributable to Nil activity in the first quarter of 2009, however there was a loan made to the Company in the first quarter of March 2008..

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Recent Accounting Pronouncements

the statement on the Company. Management does not believe the adoption of SFAS 157 will have a material impact on its consolidated financial statements.

Going Concern

On April 3, 2009 the Company entered into a demand loan agreement where the lender agreed to advance $55,000 Cdn.

At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors, shareholders or investors to meet our obligations over the next twelve months. We do not have any further arrangements in place for any future debt or equity financing.

Item 4. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under theSecurities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president and chief executive officer (who is acting as our principal executive officer) and our chief financial officer (who is acting as our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of March 31, 2009, the end of our first quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president and chief executive officer (who is acting as our principal executive officer) and our chief financial officer (who is acting as our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief executive officer (who is acting as our principal executive officer) and our chief financial officer (who is acting as our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended March 31, 2009 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

Other than the issue noted below, we know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, executive officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward-looking statements". Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Such estimates, projections or other "forward-looking statements" involve various risks and uncertainties as outlined below. We caution readers of this quarterly report that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward-looking statements". In evaluating us, our business and any investment in our business, readers should carefully consider the following factors.

We have had negative cash flows from operations and if we are not able to obtain further financing, our business operations may fail.

We had cash in the amount of $137,916 and a working capital deficit of $182,940 as of March 31, 2009. We do not have sufficient funds to independently finance the acquisition and development of prospective oil and gas properties, nor do we have the funds to independently finance our daily operating costs. We will require additional funds, either from equity or debt financing, to maintain our daily operations and to develop our property. Obtaining additional financing is subject to a number of factors, including market prices for oil and gas, investor acceptance of our property and any property we may acquire in the future, and investor sentiment. Financing, therefore, may not be available on acceptable terms, if at all. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital, however, will result in a dilution to existing shareholders. If we are unable to raise additional funds when required, we may be forced to delay our plan of operation and our entire business may fail.

Because we cannot control activities on our property, we may experience a reduction or forfeiture of our interests in some of our non-operated projects as a result of our potential failure to fund capital expenditure requirements.

We do not operate the property in which we have a working interest and we have limited ability to exercise influence over operations for this property or its associated costs. Our dependence on the operator and other working interest owners for this project and our limited ability to influence operations and associated costs could materially adversely affect the realization of our returns on capital in drilling or acquisition activities and our targeted production growth rate. The success and timing of drilling, development and exploitation activities on this property

operated by others depends on a number of factors that are beyond our control, including the operator’s expertise and financial resources, approval of other participants for drilling wells and utilization of technology. In addition, if we are not willing or able to fund our capital expenditures relating to such project when required by the majority owner or operator, our interest in this project may be reduced or forfeited.

We currently do not generate significant revenues, and as a result, we face a high risk of business failure.

From the date of our incorporation, we have primarily focused on the location and acquisition of oil and gas properties. In order to generate significant revenues, we will incur substantial expenses in the location, acquisition and development of a prospective property. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from our activities, our entire business may fail. There is no history upon which to base any assumption as to the likelihood that we will be successful in our plan of operation, and we can provide no assurance to investors that we will generate any operating revenues or achieve profitable operations.

Due to the speculative nature of the exploration of oil and gas properties, there is substantial risk that our business will fail.

The business of oil and gas exploration and development is highly speculative involving substantial risk. There is generally no way to recover any funds expended on a particular property unless reserves are established and unless we can exploit such reserves in an economic manner. We can provide investors with no assurance that any property interest that we may acquire will provide commercially exploitable reserves. Any expenditure by our Company in connection with locating, acquiring and developing an interest in an oil and gas property may not provide or contain commercial quantities of reserves.

Even if we discover commercial reserves, we may not be able to successfully obtain commercial production.

Even if we are successful in acquiring an interest in a property that has proven commercial reserves of oil and gas, we will require significant additional funds in order to place the property into commercial production. We can provide no assurance to investors that we will be able to obtain the financing necessary to extract such reserves.

If we are unable to hire and retain key personnel, we may not be able to implement our plan of operation and our business may fail.

Our success will be largely dependent on our ability to hire and retain highly qualified personnel. This is particularly true in the highly technical businesses of oil and gas exploration. These individuals may be in high demand and we may not be able to attract the staff we need. In addition, we may not be able to afford the high salaries and fees demanded by qualified personnel, or we may fail to retain such employees after they are hired. At present, we have not hired any key personnel. Our failure to hire key personnel when needed will have a significant negative effect on our business.

Competition in the oil and gas industry is highly competitive and there is no assurance that we will be successful in acquiring the licences.

The oil and gas industry is intensely competitive. We compete with numerous individuals and companies, including many major oil and gas companies, which have substantially greater technical, financial and operational resources and staffs. Accordingly, there is a high degree of competition for desirable oil and gas properties for drilling operations and necessary drilling equipment, as well as for access to funds. There can be no assurance that the necessary funds can be raised or that any projected work will be acquired.

Our common stock is illiquid and shareholders may be unable to sell their shares.

There is currently a limited market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our shareholders may not be able to re-sell the shares of our common stock that they have purchased and they may lose all of their investment. Public announcements regarding our Company, changes in government regulations, conditions in our market segment or changes in earnings estimates by analysts may cause the price of our common shares to fluctuate substantially. In addition, stock prices for junior mining and oil and gas companies fluctuate widely for reasons that may be unrelated to their operating results. These fluctuations may adversely affect the trading price of our common shares.

Penny stock rules will limit the ability of our stockholders to sell their stock.

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a shareholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for its shares.

Other Risks

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Default upon Invicta Loan Agreement

None.

Item 4. Submission of Matters to a Vote of Securities Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibits

Exhibit
Number	Description
(3)	(i) Articles of Incorporation; and (ii) Bylaws
3.1	Articles of Incorporation (incorporated by reference from our Form 10-SB filed on August 2, 1999)
3.2	Certificate of Amendment (incorporated by reference from our Form 10-SB filed on August 2, 1999)
3.3	Certificate of Amendment dated February 19, 2004 (incorporated by reference from our Registration Statement on Form SB-2/A filed on August 15, 2005)
3.4	Certificate of Amendment dated May 25, 2004 (incorporated by reference from our Registration Statement on Form SB-2/A filed on August 15, 2005)
3.5	Bylaws (incorporated by reference from our Form 10-SB filed on August 2, 1999)
(4)	Instruments Defining the Rights of Security Holders
4.1	2004 Equity Performance Plan (incorporated by reference from our Registration Statement on Form S-8 filed on February 25, 2004)
4.2	2005 Stock Option Plan (incorporated by reference from our Registration Statement on Form S-8 filed on June 10, 2005)
(10)	Material Contracts
10.1	Acquisition Agreement with Georgina Martin dated March 5, 2004 (incorporated by reference from our Current Report on Form 8-K filed on March 18, 2004)
10.2	A-1 Warrant with Macquarie Holdings (USA) Inc. (incorporated by reference from our Current Report on Form 8-K filed on March 17, 2006)
10.3	A-2 Warrant with Macquarie Holdings (USA) Inc. (incorporated by reference from our Current Report on Form 8-K filed on March 17, 2006)
10.4	B-1 Warrant with Macquarie Holdings (USA) Inc. (incorporated by reference from our Current Report on Form 8-K filed on March 17, 2006)
10.5	B-2 Warrant with Macquarie Holdings (USA) Inc. (incorporated by reference from our Current Report on Form 8-K filed on March 17, 2006)

Exhibit
Number	Description
10.6	Letter Agreement dated May 23, 2007 (incorporated by reference from our Current Report on Form 8-K filed on May 31, 2007)
10.7	Amended Share Subscription Agreement dated for reference September 27, 2007 (incorporated by reference from our Current Report on Form 8-K filed on November 27, 2007)
10.8	Unanimous Shareholders’ Agreement with an effective date of November 22, 2007 (incorporated by reference from our Current Report on Form 8-K filed on November 27, 2007)
10.9	Loan Agreement dated March 12, 2008 with Invicta Oil & Gas Ltd. (incorporated by reference from our Current Report on Form 8-K filed on March 20, 2008)
10.10	Mutual Release (incorporated by reference from our Current Report on Form 8-K filed on July 15, 2008)
10.11	Share Purchase Agreement dated November 25, 2008 (incorporated by reference from our Current Report on Form 8-K filed on December 4, 2008)
10.12	Warrant Cancellation Agreement dated November 28, 2008 (incorporated by reference from our Current Report on Form 8-K filed on December 4, 2008)
(14)	Code of Ethics
14.1	Code of Business Conduct and Ethics (incorporated by reference from our Form 10-KSB filed on April 8, 2005)
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of Robert McAllister
31.2*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of Georgina Martin
(32)	Section 1350 Certifications
32.1*	Section 906 Certification under Sarbanes-Oxley Act of 2002 of Robert McAllister
32.2*	Section 906 Certification under Sarbanes-Oxley Act of 2002 of Georgina Martin

* Filed herewith.

SIGNATURES

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

	CHEETAH OIL & GAS LTD.
	(Registrant)


Dated: May 14, 2009	/s/ Robert McAllister
	Robert McAllister
	President, Chief Executive Officer and Director
	(Principal Executive Officer, Principal Financial
	Officer and Principal Accounting Officer)


Dated: May 14, 2009	/s/ Georgina Martin
	Georgina Martin
	Chief Financial Officer and Director
	(Principal Financial Officer and Principal
	Accounting Officer)

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Cheetah Oil & Gas (COHG) Inactive 10-Q2009 Q1 Quarterly report

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