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 endedNovember 30, 2008May 31, 2009


or

[   ] 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:000-52218

STRIKER ENERGY CORP.CORP
(Exact name of registrant as specified in its charter)

Nevada20-2590810
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
901 – 360 Bay Street, Toronto, ON, CanadaM5H 2V6
(Address of principal executive offices)(Zip Code)

901 – 360 Bay Street, Toronto, ON, Canada M5H 2V6
(416) 489-0093

(Address of principal executive offices) (Zip Code)

Registrant'sRegistrant’s telephone number, including area code:(416) 489-0093code)

N/A

(Former Name, Addressname, former address and Fiscal Year,former fiscal year, if Changed Since Last Reportchanged 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.
Yes [X][X]    No [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yes [   ]    No [   ]

Indicate by check mark 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   [   ](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][X]    No [   ]


- ii -

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

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by
Sections 12,
13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed
by a court. Yes [   ]    No [   ]

APPLICABLE ONLY TO CORPORATE ISSUERSISSUERS:

Indicate the number of shares outstanding of each of the issuer'sissuer’s classes of common stock, as of the latest
practicable
date: date20,506,000 shares of common stock are issued and outstanding as of January 9, 2009.June 15, 2009.


ii- iii -

TABLE OF CONTENTS

PART I - I—FINANCIAL INFORMATION31
ITEM 1. FINANCIAL STATEMENTSSTATEMENTS.31
 
Forward-Looking StatementsITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.216
 Corporate Overview3
Anticipated Cash Requirements4
Plan of Operation/Projected Milestones4
Going Concern4
Liquidity and Capital Resources5
Off-Balance Sheet Arrangements6
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES OFABOUT MARKET RISK619
ITEM 4.4T. CONTROLS AND PROCEDURES720
PART II - II—OTHER INFORMATION720
ITEM 1. LEGAL PROCEEDINGS720
ITEM 1A. RISK FACTORS720
 Risks Related to our Company7
Risks Relating To Our Business and the Oil and Gas Industry9
Risks Relating to Our Common Stock11
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS1326
ITEM 3. DEFAULTS UPON SENIOR SECURITIES1326
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.HOLDERS1326
ITEM 5. OTHER INFORMATION1326
ITEM 6. EXHIBITS1326
SIGNATURES1428


- 1 -

PART I - I—FINANCIAL INFORMATION

ITEMItem 1. FINANCIAL STATEMENTSFinancial Statements.

 

 

 

 

Striker Energy Corp.
(An Exploration Stage Company)

Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 200831 May 2009



- 2 -

Striker Energy Corp.
(An Exploration Stage Company)
Balance Sheets
(Expressed in U.S. Dollars)
(Unaudited)

  As at 29     As at 
As at 30 February  As at  28 February 
November 2008  31 May  2009 
2008 (Audited)  2009  (Audited) 
$ $  $  $ 
          
Assets          
          
Current          
Cash and cash equivalents14,294 252  445  2,448 
          
Liabilities          
          
Current          
Accounts payable and accrued liabilities (Note 4)4,462 22,436  12,489  8,035 
Due to related parties (Note 5)1,128 33,924 
Due to related party (Note 5) 1,775  1,128 
          
5,590 56,360  14,264  9,163 
          
Stockholders’ deficiency          
Capital stock(Note 7)          
Authorized          
150,000,000 common shares, par value $0.0001          
Issued and outstanding          
30 November 2008 – 20,506,000 common shares, par value $0.00012,506 2,006 
29 February 2008 – 20,006,000 common shares, par value $0.0001    
31 May 2009 – 20,506,000 common shares, par value $0.0001      
28 February 2009 – 20,506,000 common shares, par value $0.0001 2,056  2,056 
Additional paid-in capital178,674 79,424  186,324  182,724 
Deficit, accumulated during the exploration stage(172,476)(137,538) (202,199) (191,495)
          
8,704 (56,108) (13,819) (6,715)
          
14,294 252  445  2,448 

Nature and Continuance of Operations(Note 1)

On behalf of the Board:

Joseph Carusone”   Director
Joseph Carusone

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



- 3 -

Striker Energy Corp.
(An Exploration Stage Company)
Statements of Operations
(Expressed in U.S. Dollars)
(Unaudited)

 For the         
 period from         
 the date of         
 inception on For the three For the three For the nine For the nine 
 18 March month period month period month period month period 
 2005 to 30 ended 30 ended 30 ended 30 ended 30 
 November November November November November 
 2008 2008 2007 2008 2007 
 $ $ $ $ $ 
Expenses          
Bank charges and interest827 126 75 160 175 
Consulting fees10,176 - - - - 
Filing fees6,518 1,668 350 2,668 1,750 
Investor relations730 730 - 730 119 
Legal and accounting fees78,040 11,890 5,963 21,423 16,628 
Licenses and permits8,068 638 - 763 2,650 
Management fees (Notes          
6, 7 and 9)30,000 3,000 3,000 9,000 9,000 
Mineral property          
expenditures15,124 - 17,124 - 17,124 
Office expenses568 294 39 439 101 
Recovery from mineral          
property acquisition costs          
(Notes 3 and 9)(5,000)- - (5,000)- 
Rent (Notes 6, 7 and 9)7,200 600 600 1,800 1,800 
Transfer agent fees8,386 1,368 1,949 2,955 2,904 
Web site development1,839 - - - - 
Write down of mineral          
property acquisition          
costs (Note 3)10,000 - - - - 
           
Net loss for the period(172,476)(20,314)(29,100)(34,938)(52,251)
           
Basic and diluted loss          
per common share  (0.001)(0.001)(0.002)(0.003)
           
Weighted average          
number of common          
shares used in per share          
calculations  20,140,409 20,006,000 20,051,126 20,006,000 
  For the period       
  from the date  For the  For the 
  of inception on  three month  three month 
  18 March  period ended  period ended 
  2005 to 31  31 May  31 May 
  May 2009  2009  2008 
  $  $  $ 
          
Expenses         
Bank charges and interest 1,113  80  17 
Consulting fees 10,176  -  - 
Filing fees 7,715  862  1,000 
Investor relations 730  -  - 
Legal and accounting fees 96,857  5,219  3,824 
Licenses and permits 8,068  -  125 
Management fees (Notes 6, 7 and 9) 36,000  3,000  3,000 
Mineral property expenditures 15,124  -  - 
Office expenses 616  43  121 
Recovery from mineral property acquisition costs (Notes 3 and 9) (5,000) -  - 
Rent (Notes 6, 7 and 9) 8,400  600  600 
Transfer agent fees 10,561  900  912 
Web site development 1,839  -  - 
Write down of mineral property acquisition costs (Note 3) 10,000  -  - 
          
Net loss for the period (202,199) (10,704) (9,599)
          
Basic and diluted loss per common share    (0.001) (0.001)
          
Weighted average number of common shares used in per share calculations  20,506,000  20,006,000 

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



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Striker Energy Corp.
(An Exploration Stage Company)
Statements of Cash Flows
(Expressed in U.S. Dollars)
(Unaudited)

 For the         
 period from For the For the For the For the 
 the date of three three nine nine 
 inception on month month month month 
 18 March period period period period 
 2005 to 30 ended 30 ended 30 ended 30 ended 30 
 November November November November November 
 2008 2008 2007 2008 2007 
  $ $ $ $ 
Cash flows from operating activities          
Net loss for the period(172,476)(20,314)(29,100)(34,938)(52,251)
   Adjustments to reconcile loss to net          
   cash used by operating activities          
       Contributions to capital by related          
       party – expenses (Notes 6, 7 and 9)37,200 3,600 3,600 10,800 10,800 
       Common shares issued for services          
       (Notes 7 and 9)30 -   - - 
       Recovery from mineral property          
       acquisition cost (Notes 3 and 9)(5,000)- - (5,000)- 
       Write down of mineral property          
       acquisition costs (Note 3)10,000 - - - - 
Increase (decrease) in accounts payable          
and accrued liabilities9,462 (20,245)11,215 (12,974)1,550 
           
 (120,784)(36,959)(14,285)(42,112)(39,901)
           
Cash flows from financing activities          
Increase in due to related party (Note 5)40,078 1,031 13,660 6,154 15,860 
Common shares returned to treasury          
(Notes 7 and 9)(5,000)- - - (5,000)
Common shares issued for cash (Notes 6          
and 7)110,000 50,000 - 50,000 5,000 
           
 145,078 51,031 13,660 56,154 15,860 
           
Cash flows from investing activities          
Acquisition of mineral property interest          
(Note 3)(10,000)- - - - 
           
Increase (decrease) in cash and cash          
equivalents14,294 14,072 (625)14,042 (24,041)
Cash and cash equivalents, beginning          
of period- 222 952 252 24,368 
Cash and cash equivalents, end of          
period14,294 14,294 327 14,294 327 
 For the period  For the    
 from the date of  three month  For the 
  inception on  period  three month 
 18 March 2005  ended  period ended 
  to 31 May  31 May  31 May 
  2009  2009  2008 
  $  $  $ 
          
Cash flows used in operating activities         
Net loss for the period (202,199) (10,704) (9,599)
   Adjustments to reconcile loss to net cash used by operating         
   activities         
       Contributions to capital by related party – expenses (Notes 6, 7         
       and 9) 44,400  3,600  3,600 
       Contributions to capital by related party – forgiveness of debt         
       (Note 9) 38,950  -  - 
       Common shares issued for services (Notes 7 and 9) 30  -  - 
       Recovery from mineral property acquisition cost (Notes 3 and 9) (5,000) -  - 
       Write down of mineral property acquisition costs (Note 3) 10,000  -  - 
Changes in operating assets and liabilities         
       Increase in accounts payable and accrued liabilities 17,489  4,454  2,941 
          
  (96,330) (2,650) (3,058)
          
Cash flows from financing activities         
Increase in due to related party (Notes 5 and 6) 1,775  647  3,046 
Common shares returned to treasury (Notes 7 and 9) (5,000) -  - 
Common shares issued for cash (Note 7) 110,000  -  - 
          
  106,775  647  3,046 
          
Cash flows used in investing activities         
Acquisition of mineral property interest (Note 3) (10,000) -  - 
          
Increase (decrease) in cash and cash equivalents 445  (2,003) (12)
          
Cash and cash equivalents, beginning of period -  2,448  252 
          
Cash and cash equivalents, end of period 445  445  240 

Supplemental Disclosures with Respect to Cash Flows (Note 9)

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



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Striker Energy Corp.
(An Exploration Stage Company)
Statements of Changes in Stockholders’ Deficiency
(Expressed in U.S. Dollars)
(Unaudited)

       Deficit,   
       accumulated   
 Number of   Additional during the Total 
 shares   paid-in exploration stockholders’ 
 issued Capital stock capital stage deficiency 
   $ $ $ $ 
Balance at 18 March 2005 (inception)          
   Restricted common shares issued for          
   cash ($0.0005 per share) –          
   September 2005 (Note 7)10,000,000 1,000 4,000 - 5,000 
   Contributions to capital by related          
   party (Notes 6, 7 and 9)- - 600 - 600 
   Net loss for the period- - - (21,237)(21,237)
           
Balance at 28 February 200610,000,000 1,000 4,600 (21,237)(15,637)
   Common shares issued for cash          
   ($0.005 per share) – May 2006 (Note          
   7)10,000,000 1,000 49,000 - 50,000 
   Common shares issued for services          
   ($0.005 per share) – August 2006          
   (Notes 7 and 9)6,000 6 24 - 30 
   Contributions to capital by related          
   parties – expenses (Notes 6, 7 and 9)- - 11,400 - 11,400 
   Net loss for the year- - - (50,890)(50,890)
           
Balance at 28 February 200720,006,000 2,006 65,024 (72,127)(5,097)
   Contributions to capital by related          
   parties – expenses (Notes 6, 7 and 9)- - 14,400 - 14,400 
   Common shares returned to treasury          
   and cancelled for cash ($0.005 per          
   share) – April 2007 (Notes 7 and 9)(1,000,000)(100)(4,900)- (5,000)
   Common shares issued for cash          
   ($0.005 per share) – May 2007 (Note          
   7)1,000,000 100 4,900 - 5,000 
   Net loss for the year- - - (65,411)(65,411)
           
Balance at 29 February 200820,006,000 2,006 79,424 (137,538)(56,108)
   Contributions to capital by related          
   parties – expenses (Notes 6, 7 and 9)- - 10,800 - 10,800 
   Contributions to capital by related          
   parties – loan forgiveness (Notes 5, 6          
   and 9)- - 38,950 - 38,950 
   Common shares issued for cash          
   ($0.10 per share) – November 2008          
   (Note 7)500,000 500 49,500 - 50,000 
   Net loss for the period- - - (34,938)(34,938)
           
Balance at 30 November 200820,506,000 2,506 178,674 (172,476)8,704 
           Deficit,    
           accumulated    
        Additional  during the  Total 
  Number of  Capital  paid-in  exploration  stockholders’ 
  shares issued  stock  capital  stage  deficiency 
     $  $  $  $ 
Balance at 18 March 2005 (inception)               
   Restricted common shares issued for               
   cash ($0.0005 per share) – September               
   2005 (Note 7) 10,000,000  1,000  4,000  -  5,000 
   Contributions to capital by related parties               
   – expenses (Notes 6, 7 and 9) -  -  600  -  600 
   Net loss for the period -  -  -  (21,237) (21,237)
                
Balance at 28 February 2006 10,000,000  1,000  4,600  (21,237) (15,637)
   Common shares issued for cash ($0.005               
   per share) – May 2006 (Note 7) 10,000,000  1,000  49,000  -  50,000 
   Common shares issued for services               
   ($0.005 per share) – August 2006 and               
   February 2007 (Note 7) 6,000  6  24  -  30 
   Contributions to capital by related parties               
   – expenses (Notes 6, 7 and 9) -  -  11,400  -  11,400 
   Net loss for the year -  -  -  (50,890) (50,890)
                
Balance at 28 February 2007 20,006,000  2,006  65,024  (72,127) (5,097)
   Contributions to capital by related parties               
   – expenses (Notes 6, 7 and 9) -  -  14,400  -  14,400 
   Common shares returned to treasury and               
   cancelled for cash ($0.005 per share) –               
   April 2007 (Note 7) (1,000,000) (100) (4,900) -  (5,000)
   Common shares issued for cash ($0.01               
   per share) – May 2007 (Note 7) 1,000,000  100  4,900  -  5,000 
   Net loss for the year -  -  -  (65,411) (65,411)
                
Balance at 29 February 2008 20,006,000  2,006  79,424  (137,538) (56,108)
   Contributions to capital by related parties               
   – expenses (Notes 6, 7 and 9) -  -  14,400  -  14,400 
   Contributions to capital by related parties               
   – loan forgiveness (Note 9) -  -  38,950  -  38,950 
   Common shares issued for cash ($0.10               
   per share) – November 2008 (Note 7) 500,000  50  49,950  -  50,000 
   Net loss for the year -  -  -  (53,957) (53,957)
                
Balance at 28 February 2009 20,506,000  2,056  182,724  (191,495) (6,715)
   Contributions to capital by related parties               
   – expenses (Notes 6, 7 and 9) -  -  3,600  -  3,600 
   Net loss for the period -  -  -  (10,704) (10,704)
                
Balance at 31 May 2009 20,506,000  2,056  186,324  (202,199) (13,819)

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



- 6 -

Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 200831 May 2009

1.

Nature and Continuance of Operations

  

Striker Energy Corp. (the “Company”) was incorporated under the laws of the State of Nevada on 18 March 2005. From inception,2005 and the Company intended to engage in the acquisition and exploration of mineral properties. On 28 September 2005, the Company entered into a mineral property option agreement with an unrelated third party (the “Seller”), wherein the Company would acquire 50% of the rights, title and interests in and to the Bald Mountain Claims in Nevada. Early in the summer of 2008, the Company abandoned its efforts to acquire the Bald Mountain Claims with a notice to the Seller. The Company has transitioned itits business from mineral property exploration to oil and natural gas exploration and is currently searching for oil and gas exploration opportunities.

  

The Company is an exploration stage company, as defined in Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 7 “Accounting and Reporting by Development Stage Enterprises”, and Industry Guide 7 of the Securities Exchange Commission Industry Guide. The Company is devoting all of its present efforts toin securing and establishing itsa new business, and its planned principle operations have not commenced, and, accordingly, no revenue has been derived during the organization period.

  

The Company’s financial statements as at 30 November 200831 May 2009 and for the ninethree month period ended 30 November 200831 May 2009 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has a loss of $34,938 for the nine month period ended 30 November 2008 (30 November 2007 – $52,251). The Company has a loss of $20,314$10,704 for the three month period ended 30 November31 May 2009 (31 May 2008 (30 November 2007 $29,100). The Company had working capital at 30 November 2008 of $8,704 (29 February 2008 –$9,599) and has working capital deficit at 31 May 2009 of $56,108)$13,819 (28 February 2009 – $6,715).

  

Effective 12 September 2008, the Company completed a forward stock split by the issuance of two new common shares for each one outstanding common share of the Company. Unless otherwise noted, all references herein to number of shares, price per share or weighted average number of shares outstanding have been adjusted to reflect this stock split on a retroactive basis (Note 7).

  

Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. As at 30 November 2008,31 May 2009, the Company’s assets only consisted of cash and cash equivalents in the amount of $14,294.$445. Management believes that the Company’s capital resources are not adequate to continue operating and maintaining its business strategy for the fiscal year ending 28 February 2009.2010. Because the Company does not have any assets or revenue from operations, it does not believe it will be able to raise capital from traditional lending sources. Although the Company has historically raised capital from sales of equity, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to curtail or cease operations. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

(1)



Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 2008

As at 30 November 200831 May 2009, the Company was not currently fully engaged in an operating business. The Companybusiness and expects to incur exploration stage operating losses for the next year to eighteen months. It intends to rely on officers and directors to perform essential functions with minimal compensation until a business operation can be fully commenced. Management believes the Company will be able to raise sufficient capital to implement its business plan, and thus will continue as a going concern during this period while its plans are implemented. There can be no assurance that the Company will be able to raise any capital.



- 7 -

Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
31 May 2009

2.

Significant Accounting Policies

  

The following is a summary of significant accounting policies used in the preparation of these financial statements.

  

Basis of presentation

  

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America applicable to exploration stage enterprises.enterprises (“GAAP”). The functional currency is the U.S. dollar, and the financial statements are presented in U.S. dollars.

  

Cash and cash equivalents

  

Cash and cash equivalents include highly liquid investments with original maturities of three months or less.

  

Financial instruments

  

The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued liabilities and amounts due to related parties. Unless otherwise noted, it is management’s opinion that thisthe Company is not exposed to significant interest or credit risks rising from these financial instruments. The fair values of these financial instruments approximate their carrying values, unless otherwise noted.

(2)



Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 2008

Oil and gas property

The Company follows the successful efforts method of accounting for its natural gas and oil activities. Under the successful efforts method, lease acquisition costs and all development costs are capitalized. Unproved properties are reviewed quarterly to determine if there has been impairment of the carrying value, and any such impairment is charged to expense in the period. Exploratory drilling costs are capitalized until the results are determined. If proved reserves are not discovered, the exploratory drilling costs are expensed. Other exploratory costs, such as seismic costs and other geological and geophysical expenses, are expensed as incurred. The provision for depreciation, depletion and amortization is based on the capitalized costs as determined above. Depreciation, depletion and amortization is on a cost center by cost center basis using the unit of production method, with lease acquisition costs amortized over total proved reserves and other costs amortized over proved developed reserves.



- 8 -

Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
31 May 2009

When circumstances indicate that proved properties may be impaired, the Company compares expected undiscounted future cash flows on a cost center basis to the unamortized capitalized cost of the asset. If the future undiscounted cash flows, based on the Company’s estimate of future natural gas and oil prices and operating costs and anticipated production from proved reserves, are lower than the unamortized capitalized cost, then the capitalized cost is reduced to fair market value.

The Company amortizes and impairs natural gas and oil properties on a field-by-field cost center basis. Management believes this policy provides greater comparability with other successful efforts natural gas and oil companies by conforming to predominant industry practice. In addition, the field level is consistent with the Company’s operational and strategic assessment of its natural gas and oil investments.

The Company is in the process of acquiring an oil and gas property and has no property at this time.

Reclamation costs

The Company’s policy for recording reclamation costs is to record a liability for the estimated costs to reclaim mined land by recording charges to production costs for each tonne of ore mined over the life of the mine. The amount charged is based on management’s estimation of reclamation costs to be incurred. The accrued liability is reduced as reclamation expenditures are made. Certain reclamation work is performed concurrently with mining and these expenditures are charged to operations at that time.

Fair value of financial instruments and derivative financial instruments

The carrying amounts of cash and cash equivalents and current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. The Company does not hold or issue financial instruments for trading purposes, nor does it utilize derivative instruments in the management of foreign exchange, commodity price or interest rate market risks.

(3)Long-lived assets

In accordance with SFAS No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets”, the carrying value of long-lived assets is reviewed on a regular basis for the existence of facts or circumstance that may suggest impairment. The Company recognized an impairment when the sum if the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.

Derivative financial instruments

The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.



- 9 -

Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 200831 May 2009

Income taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted SFAS No. 109, “Accounting for Income Taxes”, as of its inception. Pursuant to SFAS No. 109, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

Basic and diluted net loss per share

The Company computes net income (loss)loss per share in accordance with SFAS No.128,No. 128,Earnings per ShareShare”. SFAS No. 128 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the consolidated income statement. Basic EPS is computed by dividing net income (loss)loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludedexcludes all potentially dilutive potential shares if their effect is anti-dilutive.

Comprehensive loss

SFAS No. 130, “Reporting Comprehensive IncomeIncome”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at 30 November 2008,31 May 2009, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

Segments of an enterprise and related information

SFAS No. 131, “Disclosures about Segments of an Enterprise and Related InformationInformation”, supersedes SFAS No. 14, “Financial Reporting for Segments of a Business EnterpriseEnterprise”. SFAS No.131No. 131 establishes standards for the way that public companies report information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial statements issued to the public. It also establishes standards for disclosures regarding products and services, geographic areas and major customers. SFAS No.131No. 131 defines operating segments as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has evaluated this SFAS and does not believe it is applicable at this time.

(4)



- 10 -

Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 200831 May 2009

Start-up expenses

The Company has adopted Statement of Position No. 98-5, “Reporting the Costs of Start-up ActivitiesActivities”, which requires that costs associated with start-up activities be expensed as incurred. Accordingly, start-up costs associated with the Company'sCompany’s formation have been included in the Company'sCompany’s general and administrative expenses for the period from the date of inception on 18 March 2005 to 30 November 2008.31 May 2009.

Foreign currency translation

The Company’s functional and reporting currency is thein U.S. dollar.dollars. The financial statements of the Company are translated to U.S. dollars in accordance with SFAS No. 52, “Foreign Currency TranslationTranslation”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of AmericaGAAP requires management to make estimates and assumptions that affect the 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 expenditures during the reporting period. Actual results could differ from these estimates.

Recent accounting pronouncementpronouncements

In May 2008, the FASB issued SFAS No. 163,Accounting for Financial Guarantee Insurance Contracts – an interpretation of FASB Statement No. 60” (“SFAS 163”). SFAS No. 163 provides enhanced guidance on the recognition and measurement to be used to account for premium revenue and claim liabilities and related disclosures and is limited to financial guarantee insurance (and reinsurance) contracts, issued by enterprises included within the scope of FASB Statement No. 60,Accounting and Reporting by Insurance EnterprisesEnterprises”. SFAS No. 163 also requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. SFAS No. 163 is effective for financial statements issued for fiscal years and interim periods beginning after 15 December 2008, with early application not permitted. The Company doesadoption of SFAS No. 163 did not expect SFAS 163 to have an impact on itsthe Company’s financial statements.

(5)



- 11 -

Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
3031 May 2009

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with GAAP for nongovernmental entities. Prior to the issuance of SFAS No. 162, GAAP hierarchy was defined in the American Institute of Certified Public Accountants (“AICPA”) Statement on Auditing Standards (“SAS”) No. 69, ”The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles”. SAS No. 69 has been criticized because it is directed to the auditor rather than the entity. SFAS No. 162 addresses these issues by establishing that the GAAP hierarchy should be directed to entities because it is the entity, not its auditor, that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. SFAS No. 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411,“The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles”. The Company does not expect SFAS No. 162 to have a material effect on its financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133”. SFAS No. 161 is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and hedging activities and their effects on the entity’s financial position, financial performance, and cash flows. SFAS No. 161 applies to all derivate instruments within the scope of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”. It also applies to non-derivative hedging instruments and all hedged items designated and qualifying as hedges under SFAS No. 133. SFAS No. 161 is effective prospectively for financial statements issued for fiscal years beginning after 15 November 2008, with early application encouraged. The adoption of SFAS No. 161 did not have an impact on the Company’s financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations”. SFAS No. 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS No. 141(R) also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS No. 141(R) is effective for fiscal years beginning after 15 December 2008. The adoption of SFAS No. 141(R) did not have an impact on the Company’s results of operation and financial condition.

International Financial Reporting Standards

In November 2008, the Securities and Exchange Commission (“SEC”) issued for comment a proposed roadmap regarding potential use of financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. Under the proposed roadmap, the Company would be required to prepare financial statements in accordance with IFRS in fiscal year 2014, including comparative information also prepared under IFRS for fiscal 2013 and 2012. The Company is currently assessing the potential impact of IFRS on its financial statements and will continue to follow the proposed roadmap for future developments.


- 12 -

Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
31 May 2009

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted AccountingPrinciples”(“SFAS 162”). SFAS No. 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) for nongovernmental entities. Prior to the issuance of SFAS 162, GAAP hierarchy was defined in the American Institute of Certified Public Accountants (“AICPA”) Statement on Auditing Standards No. 69, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles”(“SAS 69”). SAS 69 has been criticized because it is directed to the auditor rather than the entity. SFAS 162 addresses these issues by establishing that the GAAP hierarchy should be directed to entities because it is the entity, not its auditor, that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. SFAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles”. The Company does not expect SFAS 162 to have a material effect on its financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133” (“SFAS 161”). SFAS 161 is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and hedging activities and their effects on the entity’s financial position, financial performance, and cash flows. SFAS 161 applies to all derivative instruments within the scope of SFAS No. 133,“Accounting for Derivative Instruments and Hedging Activities”(“SFAS 133”). It also applies to non-derivative hedging instruments and all hedged items designated and qualifying as hedges under SFAS 133. SFAS 161 is effective prospectively for financial statements issued for fiscal years beginning after 15 November 2008, with early application encouraged. The adoption of SFAS 161 is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 141 (revised 2007),“Business Combinations”(“SFAS No. 141(R)”). SFAS No. 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS No. 141(R) also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS No. 141(R) is effective for fiscal years beginning after 15 December 2008. The Company is currently evaluating the potential impact, if any, of the adoption of SFAS No. 141(R) on its results of operation and financial condition.

3.

Mineral Properties

  

On 28 September 2005, the Company entered into a mineral property option agreement with an unrelated third party, wherebywherein the Company could acquire 50% of allthe rights, title and interests in and to the Bald Mountain Claims in Nye County, Nevada (the “Bald Mountain Claims”) by paying $5,000 in cash on signing (paid), $5,000 on the second anniversary of the agreement, (accrued), $10,000 on the third anniversary of the agreement and to complete exploration expenditures totalling $500,000 by 28 September 2010.

(6)



Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 2008

During the nine month periodyear ended 30 November 2008,28 February 2009, the Company abandoned its interest in the Bald Mountain Claims and recorded a recovery of mineral property acquisition costs of $5,000. This amount was previously recorded as payable on 28 September 2007 (Note 9).

  
4.

Accounts Payable and Accrued Liabilities

  

Accounts payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year.

  
5.

Due to Related PartiesParty

  

The balance due to a related partiesparty is non-interest bearing, unsecured and is due on demand.

  

As at 30 November 2008, theThe amount due to related parties consistedparty of $1,775 at 31 May 2009 (28 February 2009 – $1,128) consists of a loan in the amount of $1,128 payable to a shareholder thatof the Company who is also the Company’s sole officer and director. At 29 February 2008, the amount due to related parties consisted of loans payable to former shareholders, officers and directorsdirector of the Company in the aggregate amount of $33,924.

During the nine month period ended 30 November 2008, two former officers and directors of the Company forgave loans to the Company totaling $38,950. The forgiveness of these loans has been recorded as contributions to capital (Notes 6 and 9)(Note 6).

  
6.

Related Party Transactions

  

During the ninethree month period ended 30 November 2008,31 May 2009, an officer and director of the Company made contributions to capital for management fees in the amount of $9,000 (30 November 2007$3,000 (31 May 2008$9,000,$3,000, cumulative – $30,000)$36,000) and for rent in the amount of $1,800 (30 November 2007$600 (31 May 2008$1,800,$600, cumulative – $7,200)$8,400) (Notes 7 and 9).

  

During the ninethree month period ended 31 May 2009, an officer and director of the Company subscribed to 400,000 common shares ofloaned the Company valued at $0.10 per share for total cash proceeds of $40,000 (Notes 7 and 9).

During the nine month period ended 30 November 2008, two former officers and directors of the Company forgave loans$647 to the Company totaling $38,950. The forgiveness of these loans has been recorded as contributions to capital (Notes 5 and 9)settle outstanding debts (Note 5).

  
7.

Capital Stock

  

Authorized

  

The total authorized capital is 150,000,000 common shares with a par value of $0.0001.

Issued and outstanding

As at 30 November 2008, the total issued and outstanding capital stock consisted of 20,506,000 shares of common stock with a par value of $0.0001.

(7)




- 13 -

Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 200831 May 2009

Issued and outstanding

The total issued and outstanding capital stock is 20,506,000 common shares with a par value of $0.0001 per common share.

On 1 September 2005, 10,000,000 common shares of the Company were issued to an officer and director of the Company for cash proceeds of $5,000.

  

On 2 May 2006, the Company completed a public offering of securities pursuant to an exemption provided by Rule 504 of Regulation D, registered in the State of Nevada, and issued 10,000,000 common shares for total cash proceeds of $50,000.

  

On 29 August 2006, 4,000 common shares valued at $0.005 per share of the Company were issued to an officer and director of the Company for services rendered (Note 9).

  

On 1 February 2007, 2,000 common shares valued at $0.005 per share of the Company were issued to a director of the Company for services rendered (Note 9).

  

On 30 April 2007, 1,000,000 common shares of the Company were returned to treasury and cancelled; $5,000 was returned to the investors (Note 9).

  

On 14 May 2007, 1,000,000 common shares valued at $0.005 per share of the Company were issued for total cash proceeds of $5,000.

  

Effective 12 September 2008, the Company completed a 2 to 1 forward stock split and increased the authorized share capital from 75,000,000 common shares to 150,000,000 common shares with the same par value of $0.0001. Unless otherwise noted, all references herein to number of shares, price per share or weighted average number of shares outstanding have been adjusted to reflect this stock split on retroactive basis (Note 1).

  

On 6 November 2008, 500,000 common shares valued at $0.10 per share of the Company were issued for total cash proceeds of $50,000 (Note 6).$50,000.

  

During the nine-monththree month period ended 30 November 2008,31 May 2009, an officer and director of the Company made contributions to capital for management fees in the amount of $9,000 (30 November 2007$3,000 (31 May 2008$9,000,$3,000, cumulative – $30,000)$36,000) and for rent in the amount of $1,800 (30 November 2007$600 (31 May 2008$1,800,$600, cumulative – $7,200)$8,400) (Notes 6 and 9).

  
8.

Income Taxes

  

The Company has losses carried forward for income tax purposes to 30 November 2008.31 May 2009. There are no current or deferred tax expenses for the period ended 30 November 200831 May 2009 due to the Company’s loss position. The Company has fully reserved for any benefits of these losses. The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carry- forwardcarryforward period. Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.

(8)




- 14 -

Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 200831 May 2009

The provision for refundable federal income tax consists of the following:

   For the nine  For the nine 
   month period  month period 
   ended 30  ended 30 
   November  November 
   2008  2007 
   $  $ 
 Refundable federal tax asset attributable to:      
 Current operations 11,879  17,765 
 Contributions to capital by related party (3,672) (3,672)
 Less: Change in valuation allowance 8,207  (14,093)
        
 Net refundable amount -  - 
   For the  For the 
   three month  three month 
   period ended  period ended 
   31 May  31 May 
   2009  2008 
   $  $ 
        
 Refundable federal tax asset attributable to:      
 Current operations 3,639  3,264 
 Contributions to capital by related party (1,224) (1,224)
 Less: Change in valuation allowance (2,415) (2,040)
        
 Net refundable amount -  - 

The composition of the Company’s deferred tax assets as at 30 November 200831 May 2009 and 2928 February 20082009 is as follows:

      As at 29 
   As at 30  February 
   November  2008 
   2008  (Audited) 
   $  $ 
 Net operating loss carry-forward 135,276  111,108 
        
 Statutory federal income tax rate 34%  34% 
 Effective income tax rate 0%  0% 
        
 Deferred tax asset      
 Tax loss carry-forward 45,994  37,777 
 Less: Valuation allowance (45,994) (37,777)
        
 Net deferred tax asset -  - 
      As at 
      28 February 
   As at 31 May  2009 
   2009  (Audited) 
   $  $ 
        
 Net operating loss carryforward 118,819  111,715 
        
 Statutory federal income tax rate 34%  34% 
 Effective income tax rate 0%  0% 
        
 Deferred tax asset 40,398  37,983 
 Less: Valuation allowance (40,398) (37,983)
        
 Net deferred tax asset -  - 

The potential income tax benefit of these losses has been offset by a full valuation allowance.

As at 30 November 2008,31 May 2009, the Company has an unused net operating loss carry-forwardcarry forward balance of approximately $135,276$118,819 that is available to offset future taxable income. This unused net operating loss carry-forward balance expires through 2026 and 2028.

(9)2030.



Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 200831 May 2009


9.

Supplemental Disclosures with Respect to Cash Flows


   For the  For the    
   period from  nine  For the 
   inception on  month  nine month 
   18 March  period  period 
   2005 to 30  ended 30  ended 30 
   November  November  November 
   2008  2008  2007 
   $  $  $ 
 Cash paid during the period for interest -  -  - 
 Cash paid during the period for income taxes -  -  - 
   For the period       
   from the date  For the  For the 
   of inception on  three month  three month 
   18 March  period ended  period ended 
   2005 to 31  31 May  31 May 
   May 2009  2009  2007 
   $  $  $ 
           
 Cash paid during the period for interest -  -  - 
 Cash paid during the period for income taxes -  -  - 

On 29 August 2006, 4,000 common shares valued at $0.005 per share of the Company were issued to an officer and director of the Company for services rendered (Note 7).

On 1 February 2007, 2,000 common shares valued at $0.005 per share of the Company were issued to a director of the Company for services rendered (Note 7).

On 30 April 2007, 1,000,000 common shares of the Company were returned to treasury and cancelled; $5,000 was returned to the investors (Note 7).

During the nine month periodyear ended 30 November 2008,28 February 2009, two former officers and directors of the Company forgave loans to the Company totaling $38,950. This loan forgiveness has been recorded as contributions to capital (Notes 5 and 6).capital.

During the nine month periodyear ended 30 November 2008,28 February 2009, the Company abandoned itsit interest in the Bald Mountain Claims and recorded a recovery of mineral property acquisition costs of $5,000. This amount was previously recorded as payable on 28 September 2007 (Note 3).

During the ninethree month period ended 30 November 2008,31 May 2009, an officer and director of the Company made contributions to capital for management fees in the amount of $9,000 (30 November 2007$3,000 (31 May 2008$9,000,$3,000, cumulative – $30,000)$36,000) and for rent in the amount of $1,800 (30 November 2007$600 (31 May 2008$1,800,$600, cumulative – $7,200)$8,400) (Notes 6 and 7).

(10)


2- 16 -

ITEMItem 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSManagement’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements. Forward-looking statements are projections in respect ofstatements that relate to future events or our future financial performance. In some cases, you can identify forward-lookingforward looking statements by the use of terminology such as “may”, “should”, “expects”“intend”, “plans”“expect”, “anticipates”“plan”, “believes”“anticipate”, “estimates”“believe”, “predicts”“estimate”, “project”, “predict”, “potential”, or “continue” or the negative of these terms or other comparable terminology. Forward-lookingThese statements speak only as of the date of this quarterly report on Form 10-Q. Examples of forward-looking statements made in this quarterly report on Form 10-Q include statements about:pertaining to, among other things:

These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which 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. These risks include, by way of example and not in limitation:including:

These risks, mayas well as risks that we cannot currently anticipate, could cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward looking statements.

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

As used in this current report and unless otherwise indicated, the terms "we", "us" and "our" refer to Striker Energy Corp. Unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our capital stock.


3

Corporate Overview

The following discussion should be read in conjunction with the information contained in our unaudited financial statements and the related notes thereto includedthat appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this quarterly report on Form 10-Q, as well as our10-Q.

Our audited financial statements are stated in United States Dollars and notes thereto includedare prepared in our annual report on Form 10-KSB for the year ended February 29, 2008, which can be found in its entirety on the SEC’s website atwww.sec.gov , filed under our SEC File Number 0-52218.accordance with United States Generally Accepted Accounting Principles.


- 17 -

Corporate Overview

Our company was incorporated under the laws of Nevada on March 18, 2005. Effective September 12, 2008, we amended our Articles of Incorporation to effect a two-for-one forward split of both our issued and outstanding common stock and our authorized capital. After giving effect to this split, we are authorized to issue up to 150,000,000 shares of common stock, par value of $0.0001. Unless otherwise noted, all references in this quarterly report on Form 10-QSB to number of shares, price per share or weighted average number of shares outstanding have been adjusted to reflect this stock split on a retroactive basis.

Change in Control

On August 18, 2008, our former president, chief executive officer, principal accounting officer, treasurer and director sold 10,000,000 shares of our common stock to OPEX Energy Corp., a privately held Alberta company. Although our company was not a party to this transaction, it resulted in a change of control of our company as, at the completion of this transaction, OPEX Energy Corp. owned approximately 49.9% of our issued and outstanding common stock. Also on August 18, 2008, Konstantin Gregovic resigned from our board of directors, and Shawn Perger and Brian Cole resigned from all offices held by them in our company. Joseph Carusone, the president and a director of OPEX Energy Corp., was appointed to our board to fill the vacancy created by Mr. Gregovic’s resignation, and he was appointed to serve as our president, secretary and treasurer.

On August 28, 2008, Messrs. Perger and Cole resigned from our Board of Directors, leaving Mr. Carusone as our sole officer and director.

Business Plan

From inception until the summer of 2008, we were engaged in the mineral exploration business. In September of 2005, we entered into a Mineral Property Option Agreement with an unrelated vendor in which we agreed to acquire an option to purchase a group of mineral claims located in the State of Nevada known as the Bald Mountain claims. Early inDuring the summer of 2008, we gave notice to the vendor ofabandoned our decision to abandon our option to acquire the Bald Mountain claims, thereby terminating the mineral property option agreement.exploration properties. We have now transitioned from the mineral exploration business to the oil and natural gas business and we are currently searching for oil and gas exploration opportunities.

We have begun to look for oil and gas opportunities in emerging North American shale plays such as the Marcellus Shale, the Mowry Shale, the Utica Shale and the Bakken Formation, among other as yet unidentified opportunities. We have also begun to look to hire veteran industry experts to expand our management team and better position our company in the oil and gas business.

We believe that developments in technology and increasing energy prices made development of gas shales in North America a priority among exploration and production companies. Although the recent decline in the price of oil and gas represents a reversal of this trend, we believe that the trend towards increasing prices for energy will eventually be reinstated. We intend to continue our search for ‘large footprint’ oil and gas rights in less developed shale plays that offer a similar prospect for appreciation in value, and are prospective for large scale development.

We intend to add experts in finance, geology, engineering, and land management to better capitalize on the specific opportunities available to the company. Our CEO is an engineer by training with experience in finance and oil and gas exploration and production. We intend to attract and retain additional specialists to address the specific market segment already identified and to cultivate additional value for shareholders. Specialists include geologists with experience identifying regions prospective for oil and gas in place, land managers capable of acquiring large contiguous blocks of land, and engineers who know how to advance exploration into production.

Liquidity and Capital Resources

Our financial condition for the three month periods ended May 31, 2009 and 2008 and as of May 31, 2009 and February 28, 2009 for the respective items are summarized below.

We have suffered recurring losses from inception. Our ability to meet our financial liabilities and commitments is primarily dependent upon the continued financial support of our directors and shareholders, the continued issuance of equity to new or existing shareholders, and our ability to achieve and maintain profitable operations.

Working Capital

  May 31,  February 28, 
  2009  2009 
Current Assets$ 445 $ 2,448 
Current Liabilities 14,264  9,163 
Working Capital$ (13,819)$ (6,715)

As of May 31, 2009 our working capital decreased by 106% due largely to expenses associated with the filing of our Form 10K with regulators. We have incurred recurring losses from inception. Our ability to meet our financial obligations and commitments is primarily dependent upon continued financial support of our shareholders, directors and the continued issuance of equity to new and existing shareholders.

Cash Flows      
  Three Month Periods 
  Ended May 31 
  2009 $2008 
Cash flow used in operating activities$ (2,650) (3,058)
Cash flow provided by financing activities 647  3,046 
Cash provided by investing activities --  -- 
Net decrease in cash$ (2,003)$(12)


4- 18 -

Cash Used in Operating Activities

As of May 31, 2009 our cash used in operating activities decreased by 13% due largely to an increase in accounts payable and accrued liabilities to $4,454 in the three month period ended May 31, 2009 from $2,941 in the three month period ended May 31, 2008.

Cash Provided by Financing Activities

As of May 31, 2009 our cash provided by financing activities decreased by 79% due to a decrease in funds received from related parties from $3,046 in the three month period ended May 31, 2008 to $647 in the three month period ended May 31, 2009.

Results of Operation

The following summary of our results of operations should be read in conjunction with our unaudited financial statements for the three month period ended May 31, 2009.

Revenues

We have had no operating revenues since our inception on March 18, 2005 through to the period ended May 31, 2009. We anticipate that we will not generate any revenues for so long as we are an exploration stage company.

Expenses

In the tables below show our operating results for the three month periods ended May 31, 2009 and 2008.

   Three Month Periods 
   Ended May 31 
   2009  2008 
        
 Expenses      
 Bank charges and interest$ 80 $ 17 
 Filing fees 862  1,000 
 Legal and accounting fees 5,219  3,824 
 Licenses and permits -  125 
 Management fees 3,000  3,000 
 Office expenses 43  121 
 Rent 600  600 
 Transfer agent fees 900  912 
        
 Net loss for the period (10,704) (9,599)
        
 Basic and diluted loss per common share (0.001) (0.001)
 Weighted average number of common shares used in per share      
 calculations 20,506,000  20,006,000 

In the three month period ended May 31, 2009 our expenses rose 11% relative to the three month period ended May 31, 2008 due largely to an increase in legal and accounting fees from $3,824 in the three month period ended May 31, 2008 to $5,219 in the three month period ended May 31, 2009.

Anticipated Cash Requirements

We continue to look for oil and gas opportunities in emerging North American shale plays such as the Marcellus Shale, the Mowry Shale, the Utica Shale and the Bakken Formation, among other as yet unidentified opportunities. We have also begun to look to hire veteran industry experts to expand our management team and better position our company in the oil and gas business.


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We believe that developments in technology and increasing energy prices made development of gas shales in North America a priority among exploration and production companies. Although the recent decline in the price of oil and gas represents a reversal of this trend, we believe that the trend towards increasing prices for energy will eventually be reinstated. We intend to continue our search for ‘large footprint’ oil and gas rights in less developed shale plays that offer a similar prospect for appreciation in value, and are prospective for large scale development.

We intend to add experts in finance, geology, engineering, and land management contemporaneously with our identification of a prospective project to better capitalize on the specific opportunities available to the company. Our CEO is an engineer by training with experience in finance and oil and gas exploration and production. We intend to attract and retain additional specialists to address the specific market segment already identified and to cultivate additional value for shareholders. Specialists include geologists with experience identifying regions prospective for oil and gas in place, land managers capable of acquiring large contiguous blocks of land, and engineers who know how to advance exploration into production.

Our plan of operation over the next 12 months is to identify a suitable natural gas, oil, or oil and natural gas opportunity and to raise sufficient capital to initiate exploration or development, and in turn to deploy capital to proceed with an exploration or development plan.

Specifically, we estimate our minimum operating expenses and working capital requirements for the next 12 month periodmonths to be as follows:

Exploration (and appraisal) Costs$Expense 500,000Amount 
EmployeeBank charges and Consultant Compensationinterest$ 200,000500 
Professional FeesFiling fees 50,0003,000 
General and Administrative ExpensesInvestor relations 50,0001,000 
TotalLegal and accounting fees36,000
Licenses and permits1,000
Mineral property expenditures1,000,000
Transfer agent fees4,000
Total:$ 800,0001,045,500 

Plan of Operation/Projected Milestones

We intend to advance our oil and gas interests by hiring experienced personnel and acquiring oil and gas assets.

Over the next 12 months, we intend to focus on raising the capital needed to achieve our short term goals. Our short term goals include staffing and the identification of one or more oil or natural gas properties. We believe that we will need approximately $800,000 in order to achieve these goals, though thereThere can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we can raise this money or achieve these goals.

Duringare not able to obtain the next 12 months, we expect thatadditional financing on a timely basis, if and when it is needed, we will incur general and administrative expensesbe forced to scale down or perhaps even cease the operation of approximately $50,000. This includes anticipated office rent, travel costs and compensation during the period while we are pursuing our goal of raising approximately $1,000,000 in capital.business.

With the capital in hand, we intend to attract and retain professionals to serve in executive capacities and we expect to incur related expenses totaling $200,000 in employee and consultant compensation over the course of the next twelve months.

Within 12 months, we hope to identify an oil and gas asset for acquisition or investment. We expect to incur expenses totaling $500,000 that include costs associated with identification of the opportunity and the initial acquisition cost (i.e. an option or farm-in agreement).

To support our ongoing disclosure and regulatory obligations as well as irregular ‘special events’, we expect to incur professional services (i.e. legal, accounting, and auditing) fees totaling $50,000 over the next 12 months.

Going Concern

Our unaudited financial statements and information for the period ended November 30, 2008 have been prepared by our management on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We have generated no revenues to date and have incurred net losses of approximately $20,314 during the three month period ended November 30, 2008 and approximately $172,476 from inception (March 18, 2005) through November 30, 2008. We cannot provide any assurance that we will ultimately achieve profitable operations or become cash flow positive, or raise additional funds through the sale of debt and/or equity. On November 30, 2008 we hadequity capital. As of May 31, 2009, our assets only consisted of cash and cash equivalents in the amount of $14,294. Our management does not believe$445. Management believes that our current capital resources will beare not adequate to continue operating our company and maintaining our business strategy for more than three months.the fiscal year ending February 28, 2010. Because we do not have any assets or revenue from operations, we do not believe that we will be able to raise capital from traditional lending sources. Although we have historically raised capital from sales of equity, there is no assurance that we will be able to continue to do so. If we are unable to raise additional capital in the near future, we expectdue to our liquidity problems, management expects that we will need to curtail operations, liquidate any assets that we might own, seek additional capital on less favorable terms and/or pursue other remedial measures. Our financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should we be unablecease operations. These circumstances raise substantial doubt about our ability to continue as a going concern.

Revenues

We have had no operating revenues since Our independent auditors also included an explanatory paragraph regarding substantial doubt about our inceptionability to continue as a going concern to their report on March 18, 2005.


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Expenses

The major components of our expensesfinancial statements for the three and nine monthsyear ended November 30, 2008February 28, 2009, which are outlined in the table below:

     For the three     For the nine 
  For the three  month period  For the nine  month period 
  month period  ended 30  month period  ended 30 
  ended 30  November  ended 30  November 
  November 2008  2007  November 2008  2007 
  $  $  $  $ 
Expenses            
Bank charges and interest 126  75  160  175 
Consulting fees -  -  -  - 
Filing fees 1,668  350  2,668  1,750 
Investor relations 730  -  730  119 
Legal and accounting fees 11,890  5,963  21,423  16,628 
Licenses and permits 638  -  763  2,650 
Management fees 3,000  3,000  9,000  9,000 
Mineral property            
expenditures -  17,124  -  17,124 
Office expenses 294  39  439  101 
Recovery from mineral            
property acquisition costs -  -  (5,000) - 
Rent 600  600  1,800  1,800 
Transfer agent fees 1,368  1,949  2,955  2,904 
Web site development -  -  -  - 
Write down of mineral            
property acquisition costs -  -  -  - 
             
Net loss for the period (20,314) (29,100) (34,938) (52,251)

Our net losses for the three and nine-month periods ended November 30, 2008 were $20,314 and $34,938, respectively, as compared to a net loss for the three and nine-month periods ended November 30, 2007 of $29,100 and $52,251, respectively, a decrease of approximately $8,786 and $17,313, respectively, or approximately 30% for the three-month period and 33% for the nine-month period, year over year. The decrease in expenses for both the three and the nine-month periods ended November 30, 2008 was due primarily to a non-recurring mineral property expense incurred during the three month period ended November 30, 2007. Our net loss for the period since inception is $172,476.

Liquidity and Capital Resources

Working Capital

  November 30,  February 29, 
  2008  2008 
Current Assets$ 14,294 $ 252 
Current Liabilities$ (5,590)$ (56,360)
Working Capital (Deficit)$ 8,704 $ (56,108)

The increaseincluded in our working capital was primarily due to a private placement that we completedannual report on November 5, 2008, in which we sold 500,000 shares of our common stock for $0.10 per share, for gross proceeds of $50,000.


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Cash Flows

  Three Months Ended  Nine Months Ended 
  November 30  November 30 
     Percentage     Percentage 
     Increase     Increase 
  2008  2007 (Decrease)  2008  2007 (Decrease) 
Net cash used in Operating Activities$ (36,959)$(14,285)$(42,112)$ (39,901)
Net cash provided by Financing Activities 51,031  13,660  56,154  15,860 
Net cash used in Investing Activities -  -  -  - 
Increase (decrease) Cash and Cash            
Equivalents during the period$ 14,072 $(625)$ 14,042 $ (24,041)

Cash Used In Operating Activities

During the three months ended November 30, 2008 we used net cash in operating activities in the amount of $36,959. The cash used in the three months ended November 30, 2008 by our operating activities was used primarily for legal and accounting fees.

Cash from Investing Activities

During the three months ended November 30, 2008, we incurred a total of $Nil in investing activities compared to $Nil for the same period in 2007.

Cash from Financing Activities

We received $51,031 from financing activities during the three months ended November 30, 2008 compared to $13,660 received during the three months ended November 30, 2007. The increase in net cash generated by financing activities is attributable to a private placement that we completedForm 10-K filed on November 5, 2008, in which we sold 500,000 shares of our common stock for $0.10 per share, for gross proceeds of $50,000.May 22, 2009.

Off-Balance Sheet Arrangements

We have not entered into any transactions with unconsolidated entities whereby we have financial guarantees or other contingentno significant off-balance sheet arrangements that expose ushave 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 is material continuing risks, contingent liabilities or any other obligations that provide financing, liquidity, market risk or credit risk support to usstockholders.

ITEMItem 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISKQuantitative and Qualitative Disclosures about Market Risk

Not applicable.Applicable


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ITEM 4. CONTROLS AND PROCEDURESItem 4T. Controls and Procedures

Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our principal executive officer and principal financial officer evaluated our company’s disclosureWe maintain “disclosure controls and procedures (asprocedures”, as that term is defined in RulesRule 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered, promulgated by this quarterly report on Form 10-Q. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms.Commission pursuant to the Securities Exchange Act of 1934, as amended. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company's reports filed under the Securities Exchange Act of 1934 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 principal executive officer and our principal accountingfinancial officer as appropriate, to allow timely decisions regarding required disclosure.

As required by paragraph (b) of Rules 13a-15 under the Securities Exchange Act of 1934, our management, with the participation of our principal executive officer and principal financial officer, evaluated our company’s disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our management concluded that as of the end of the period covered by this quarterly report on Form 10-Q, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There were no changes in our company’s internal control over financial reporting during the first quarter of our fiscal year ended November 30, 2008February 28, 2010 that have materially affected, or are reasonably likely to materially affect our company’s internal control over financial reporting.

CertificatesCertifications

CertificatesCertifications with respect to disclosure controls and procedures and internal control over financial reporting under Rules 13a-14(a) or 15d-14(a) of the Exchange Act are attached to this Quarterlyquarterly report on Form 10-Q.

PART II - II—OTHER INFORMATION

ITEMItem 1. LEGAL PROCEEDINGS.Legal Proceedings

None.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, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEMItem 1A. RISK FACTORSRisk Factors

InAn investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this quarterly report the following risk factors should be carefully considered in evaluating our company and its business because such factors may have a significant impact onbefore purchasing shares of our company’s common stock. Our business, operating results liquidity and financial condition. As a result of the risk factors set forth below, actual results could differ materially from those projected in any forward looking statements. Additional risks and uncertainties not presently known to us, or that we currently consider to be immaterial, may also impact our business, operating results, liquidity and financial condition. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances,seriously harmed due to any of the trading price of our securitiesfollowing risks. You could decline, and you may lose all or part of your investment.investment due to any of these risks.


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Risks Related to our Company

The current global economic crisis has resulted in reduced demand worldwide for oil and natural gas which, in turn, has lead to lower commodity prices. This has had an adverse impact on capital markets, making it more difficult for companies like ours to raise money to fund our operations. If the current global economic crisis continues, we may find it to be more difficult to raise money to pay for acquisitions and exploration activities.

Since October 2008, oil prices have decreased by two thirds off their highest prices and natural gas prices have decreased as much as 50% but the costs of exploration, development and production have not yet adjusted to current economic conditions or the reduction in commodity prices. Prolonged, substantial decreases in oil and natural gas prices would likely have a material adverse effect on our business, financial condition and results of operations.

Capital and credit markets have experienced unprecedented volatility and disruption during the last half of 2008 and continue to be unpredictable. Given the current levels of market volatility and disruption, the availability of funds from those markets has diminished substantially. Further, concerns about the stability of financial markets generally and the solvency of borrowers specifically has increased the cost of accessing the credit markets, as many lenders have raised interest rates, enacted tighter lending standards or altogether ceased to lend money.

Due to these capital and credit market conditions, we cannot be certain that funding will be available to us in amounts or on terms that we believe are acceptable.

Our independent auditors have expressed substantial doubt about our ability to continue as a going concern.

We have not generated any revenue from operations since our incorporation. During the nine-monththree-month period ended November 30, 2008,May 31, 2009, we incurred a net loss of $34,938.$10,704. From inception through November 30, 2008,May 31, 2009, we have incurred an aggregate loss of $172,476.$202,199. We anticipate that we will continue to incur operating expenses without generating any revenues unless and until we are able to identify, acquire and develop an oil and gas opportunity. In addition, we expect that our operating expenses will increase substantially over the next 12 months as we ramp-up our proposed oil and gas business. We estimate our average monthly expenses over the next 12 months to be


8

approximately $8,300,$4,000, including general and administrative expenses but excluding property acquisition costs and the cost of any exploration activities. On November 30, 2008,May 31, 2009, we had cash and cash equivalents of approximately $14,294. We believe that cash on hand as of the date of filing of this quarterly report on Form 10-Q is not sufficient to fund our currently budgeted operating requirements for the 12 month period ending December 31, 2009 and, in$445. In order to fund our anticipated budget for the next 12 months, including property acquisition costs, we believe that we will need to raise approximately $800,000.$1.1 million. This amount could increase if we encounter difficulties that we are not now able tocannot anticipate in advance.at this time. As we cannot assure a lender that we will be able to successfully acquire, explore and exploit andan oil or natural gas property, we will almost certainly find it difficult to raise debt financing from traditional lending sources. We have traditionally raised our operating capital from the sale of equity securities but there can be no assurance that we will continue to be able to do so. If we cannot raise the money that we need in order to continue to operate our business, we will be forced to delay, scale back or eliminate some or all of our proposed operations. If any of these were to occur, there is a substantial risk that our business would fail.

These circumstances raise substantial doubt about our ability to continue as a going concern, as described in the explanatory paragraph to our independent auditors’ report on our consolidated financial statements for the year ended February 29, 2008,28, 2009, which wereare included in our annual report on Form 10-KSB10-K filed with the SEC on May 30, 2008.22, 2009. Although our consolidated financial statements raise substantial doubt about our ability to continue as a going concern, they do not reflect any adjustments that might result if we are unable to continue our business. Our financial statements contain additional note disclosure describing the circumstances that lead to this disclosure by our independent auditors.


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We are a developmentan exploration stage company with a limited operating history, which may hinder our ability to successfully meet our objectives.

We are a developmentan exploration stage company with only a limited operating history upon which to base an evaluation of our current business and future prospects. We have only begun engaging inrecently transitioned our company to the oil and gas exploration and development business and our company doeswe do not own any oil or gas properties, nor do we have an established history of locating and developing properties that have oil and gas reserves. As a result, the revenue and income potential of our business is unproven.unproved. In addition, because of our limited operating history, we have limited insight into trends that may emerge and affect our business. Errors may be made in predicting and reacting to relevant business trends and we will be subject to the risks, uncertainties and difficulties frequently encountered by early-stage companies in evolving markets. We may not be able to successfully address any or all of these risks and uncertainties. Failure to adequately do so could cause our business, results of operations and financial condition to suffer.

Our only director and executive officer is employed elsewhere and his time and effort will not be devoted to our company full-time.

Our sole director and officer works for our company on an “as-needed” basis and he is employed in other positions with other companies. As a result, our company is and will continue to be managed on a part-time basis unless and until we can identify and hire additional skilled management personnel. BecauseOur business could be adversely impacted by the lack of this, the management of our company may suffer and our company could under-perform or fail.full time management.

Because our sole director and officer is not a resident of other countries other than the United States, investors may find it difficult to enforce, within the United States, any judgments obtained against our sole director and officer.

Our sole director and officer is not a resident of the United States, and all or a substantial portion of his assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our sole officer and director, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.


9

We are a new entrant into the oil and gas industry without a profitable or long operating history. We do not have any income producing oil and gas properties and we have limited financial resources. There is no means by which investors can evaluate our potential for success and there is no assurance that we will ever operate profitably.

We are an exploration stage company with only a limited operating history upon which to base an evaluation of our current business and future prospects. We only became engaged in the oil and gas exploration and development business on August 18, 2008 and we do not have an established history of locating and developing properties that have oil and gas reserves. As a result, the revenue and income potential of our business is unproven. In addition, because of our limited operating history, we have limited insight into trends that may emerge and affect our business. Errors may be made in predicting and reacting to relevant business trends and we will be subject to the risks, uncertainties and difficulties frequently encountered by early-stage companies in evolving markets. We may not be able to successfully address any or all of these risks and uncertainties. Failure to adequately do so could cause our business, results of operations and financial condition to suffer.

If we are unable to successfully recruit qualified managerial and field personnel having experience in oil and gas exploration, we may not be able to continue our operations.

In order to successfully implement and manage our business plan, we will depend upon, among other things, successfully recruiting qualified managerial and field personnel having experience in the oil and gas exploration business. Competition for qualified individuals is intense. We may not be able to find, attract and retain qualified personnel on acceptable terms. If we are unable to find, attract and retain qualified personnel with technical expertise, our business operations could suffer.

Future growth could strain our resources, and if we are unable to manage our growth, we may not be able to successfully implement our business plan.

We expecthope to experience rapid growth in our operations, which will place a significant strain on our management, administrative, operational and financial infrastructure. Our future success will depend in part upon the ability of our executive officers to manage growth effectively. This will require that we hire and train additional personnel to manage our expanding operations. In addition, we must continue to improve our operational, financial and management controls and our reporting systems and procedures. If we fail to successfully manage our growth, we may be unable to execute upon our business plan.


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Risks Relating To Ourto our Business and the Oil and Gas Industry

The oil and gas industry is highly competitive and there can be no assurance that we will be able to compete effectively.

The oil and gas industry is highly competitive. Although we do not believe that we will compete with other oil and gas companies for the sale of any oil and gas that we may produce, as there is sufficient demand in the world market for these products, we will compete with other oil and natural gas companies and other individuals for desirable oil and natural gas leases, drilling equipment, personnel and funds. Many of the companies that we will compete with have longer operating histories and substantially greater financial and other resources than we do. These larger or more experienced competitors may be able to more easily access capital markets than we can and may enjoy a competitive advantage in the recruitment of qualified personnel. They may be able to absorb the burden of any changes in laws and regulation in the jurisdictions in which we do business and handle longer periods of reduced prices for oil and gas more easily than we can. Our competitors may be able to pay more for oil and gas leases and properties and may be able to define, evaluate, bid for and purchase a greater number of leases and properties than we can. Further, these companies may enjoy technological advantages and may be able to implement new technologies more rapidly than we can. Our ability to acquire additional properties in the future will depend upon our ability to conduct efficient operations, evaluate and select suitable properties, implement advanced technologies and consummate transactions in a highly competitive environment. If we cannot compete, our business will fail and you could lose your entire investment.


10

There can be no assurance that we will identify and acquire an oil and natural gas exploration property. Even if we do acquire such a property, there can be no assurance that we will discover oil or natural gas in any commercial quantity thereon.

Exploration for economic reserves of oil and natural gas is subject to a number of risks. Even if we are able to acquire an oil andor natural gas exploration property, few properties that are explored are ultimately developed into producing oil and/or natural gas wells. If we cannot acquire one or more oil or natural gas opportunities and discover or develop oil or natural gas in any commercial quantity thereon, our business will fail.

Oil and natural gas operations are subject to comprehensive regulation which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on our company.anticipated.

Oil and natural gas operations are subject to federal, state, and local laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment. Oil and natural gas operations are also subject to federal, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment. Various permits from government bodies are required for drilling operations to be conducted; no assurance can be given that standards imposed by federal, provincial, or local authorities may be changed and any such changes may have material adverse effects on our proposed activities. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, which could have an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages. To date, we have not been required to spend any money on compliance with environmental regulations. However, we may be required to do so in the future and this may affect our ability to begin, expand or maintain our operations.

Exploratory drilling involves many risks and we may become liable for pollution or other liabilities which may have an adverse effect on our financial position.

Drilling operations generally involve a high degree of risk. Hazards such as unusual or unexpected geological formations, power outages, labor disruptions, blow-outs, sour natural gas leakage, fire, inability to obtain suitable or adequate machinery, equipment or labor, and other risks are involved. We may become subject to liability for pollution or hazards against which we cannot adequately insure or which we may elect not to insure. Incurring any such liability may have a material adverse effect on our financial position and operations.


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Even if we acquire an oil and natural gas exploration property and establish that it contains oil or natural gas in commercially exploitable quantities, the potential profitability of oil and natural gas ventures depends upon factors beyond the control of our company.

Even if we are able to acquire an oil or gas property and establish the presence of any oil or gas reserves, on our properties, our ability to produce and market oil and gas is affected and also maywill be harmed by:subject to:


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Our future performance is dependent upon our ability to identify, acquire and develop oil and gas properties, the failure of which could result in under use of capital and losses.

Our future performance depends upon our ability to identify, acquire and develop oil and gas reserves that are economically recoverable. Our success will depend upon our ability to acquire working and revenue interests in properties upon which oil and gas reserves are ultimately discovered in commercial quantities, and our ability to develop prospects that contain proven oil and gas reserves to the point of production. Without successful acquisition and exploration activities, we will not be able to develop oil and gas reserves or generate revenues. We cannot provide you with any assurance that we will be able to identify and acquire oil and gas reserves on acceptable terms, or that oil and gas deposits will be discovered in sufficient quantities to enable us to recover our exploration and development costs or sustain our business.

Exploratory drilling involves many risks that are outside our control which may result in a material adverse effect on our business, financial condition or results of operations.

The business of exploring for and producing oil and gas involves a substantial risk of investment loss. Drilling oil and gas wells involves the risk that the wells may be unproductive or that, although productive, the wells may not produce oil or gas in economic quantities. Other hazards, such as unusual or unexpected geological formations, pressures, fires, blowouts, power outages, sour gas leakage, loss of circulation of drilling fluids or other conditions may substantially delay or prevent completion of any well. Adverse weather conditions can also hinder drilling operations. A productive well may become uneconomic if water or other deleterious substances are encountered that impair or prevent the production of oil or gas from the well. In addition, production from any well may be unmarketable if it is impregnated with water or other deleterious substances. ThereTherefore, even if we acquire an oil or gas property or interest, there can be no assurance that oil and gaswe will be produced from the properties in which we have interests.able to produce any oil or gas.

Risks Relating to Our Common Stock

If we issue additional shares in the future, it will result in the dilution of our existing shareholders.

Our articles of incorporation authorize the issuance of up to 150,000,000 shares of common stock with a par value of $0.0001 per share. Our board of directors may choose to issue some or all of such shares to acquire one or more properties, to fund our proposed exploration programs and to fund our overhead and general operating requirements. The issuance of any such shares will reduce the book value per share and may contribute to a reduction in the market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will reduce the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our corporation.


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Trading of our stock is restricted by the Securities Exchange Commission's penny stock regulations, which may limit a stockholder's ability to buy and sell our common 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


12

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.

FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (known as “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 our shares.

Our common stock is illiquid and the price of our common stock may be negatively impacted by factors which are unrelated to our operations.

Although our common stock is currently listed for quotation on the OTC Bulletin Board, none of our shares have yet been purchased or sold on that market. Even when a market is established and trading begins, trading through the OTC Bulletin Board is frequently thin and highly volatile. There is no assurance that a sufficient market will develop in our stock, in which case it could be difficult for shareholders to sell their stock. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of our competitors, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.


Because of the early stage of development and the nature of our business, our securities are considered highly speculative.- 26 -

Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of our development. We are engaged in the business of identifying, acquiring, exploring and, if warranted, developing commercial reserves of oil and gas. We do not currently own any properties. Accordingly, we have not generated any revenues nor have we realized a profit from our operations to date and there is little likelihood that we will generate any revenues or realize any profits in the short term. Any profitability in the future from our business will be dependent upon locating and developing economic reserves of oil and gas, which itself is subject to numerous risk factors as set forth herein. Since we have not generated any revenues, we will have to raise additional monies through the sale of our equity securities or debt in order to continue our business operations.

We do not intend to pay dividends on any investment in the shares of stock of our company.

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock’s price. This may never happen and investors may lose all of their investment in our company.


13

ITEMItem 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSUnregistered Sales of Equity Securities and Use of Proceeds

On November 5, 2008, we issued an aggregate of 500,000 shares of common stock to two investors in a non-brokered off-shore private placement, at a purchase price of US$0.10 per share, raising gross proceeds of $50,000, which were used for working capital.None

We issued the shares to non-U.S. persons (as that term is defined in Regulation S of theSecurities Act of 1933, as amended) in an offshore transaction in which we relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.

ITEMItem 3. DEFAULTS UPON SENIOR SECURITIESDefaults Upon Senior Securities

None.None

ITEMItem 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.Submission of Matters to a Vote of Security Holders

None.None

ITEMItem 5. OTHER INFORMATIONOther Information

On October 30, 2008,June 15, 2009, we entered intoissued to one non-US investor, a subscription agreement with eachpromissory note in the amount of two investors$50,000. The promissory note is payable in full on June 15, 2011, and will accrue interest at the rate of 5% per year from the date of the promissory note until paid.

If principal is not paid when due, we will pay all collection costs including, legal fees, and all expenses incurred by the lender.

We have the option of prepaying in whole or in part the principal sum without notice or penalty providing we are not in default of the promissory note.

We issued the promissory note to one non-U.S. person (contemplated by Regulation S, promulgated by the U.S. Securities and Exchange Commission under theSecurities Act of 1933, as amended) in an offshore transaction in which we relied on the registration exemption provided for the salein Regulation S and/or Section 4(2) of an aggregatetheSecurities Act of 500,000 shares of common stock at a price of US $0.10 per share for gross proceeds of US $50,000. These shares were issued on November 5, 2008. Proceeds will be used for working capital.1933, as amended.

ITEMItem 6. EXHIBITSExhibits

Exhibits required by Item 601 of Regulation S-KS-K:

Exhibit
No.


Description

3.1

Articles of Incorporation (attached as an exhibit to our registration statement on Form 10-SB filed on September 8, 2006)

3.2

By-laws (attached as an exhibit to our registration statement on Form 10-SB filed on September 8, 2006)

3.3

Certificate of Change (attached as an exhibit to our current report on Form 8-K filed on September 15, 2008)

10.1

Option Agreement (attached as an exhibit to our registration statement on Form 10-SB filed on September 8, 2006)

10.2

Geological Summary Report (attached as an exhibit to our registration statement on Form 10-SB filed on September 8, 2006)



- 27 -

Exhibit
No.

Description

10.3

Form of Private Placement Subscription Agreement (attached as an exhibit to our current report on Form 8-K filed on November 6, 2008)

10.4*Form of Private Placement Subscription Agreement dated June 15, 2009
10.5*Form of promissory note dated June 15, 2009
31.1*

Certification Pursuant to Section 302 of theSarbanes-Oxley Act Of 2002

32.1*

Certification Pursuant to Section 906 of theSarbanes-Oxley Act Of 2002

*attached herewith Filed herewith.


14- 28 -

SIGNATURES

Pursuant to the requirements 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.

STRIKER ENERGY CORP.CORP

By: /s/ Joseph Carusone
Joseph Carusone
President, CEOChief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Dated: January 12,Date: June 15, 2009