COHG Cheetah Oil and Gas Ltd New (CE)

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

Form 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2010

or

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_______to ______

Commission File Number 000-26907

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

Nevada	93-1118938
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
17 VICTORIA ROAD, NANAIMO, B.C.	V9R 4N9
(Address of principal executive offices)	(Zip Code)

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

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[ X] YES      [ ] NO

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

Large accelerated filer	[ ]		Accelerated filer [ ]
Non-accelerated filer	[ ]	(Do not check if a smaller reporting company)	Smaller reporting company	[ X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act
[ ] YES      [ X ] NO

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 10,728,625 common shares issued and outstanding as of May 6, 2010

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PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements.

Our unaudited interim financial statements for the three month period ended March 31, 2010 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles. These interim unaudited financial statements should be read in conjunction with the Company’s audited financial statements and the 10-K for the year ended December 31, 2009.

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Unaudited Interim Financial Statements

Cheetah Oil & Gas Ltd.
March 31, 2010

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Cheetah Oil & Gas Ltd.

BALANCE SHEETS
(expressed in U.S. dollars)

		March 31,			December 31,
		2010			2009
		(Unaudited)			(Audited)
		$			$
ASSETS
Current
Cash and cash equivalents		189,127			164,006
Receivables		5,011			68,049
Total Current Assets		194,138			232,055
Oil & gas properties		178,221			180,372
Equipment		1,589			1,673
TOTAL ASSETS		373,948			414,100
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
LIABILITIES
Current
Accounts payable and accrued liabilities		342,495			307,779
Accrued drilling costs		72,241			72,641
Total Current Liabilities		414,736			380,420
Long term drilling liability		10,400			10,800
Asset retirement obligation		2,515			2,515
TOTAL LIABILITIES		427,651			393,735
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.001 par value, authorized 100,000,000 shares		-			-
Common stock
Common stock, $0.001 par value, authorized 50,000,000 shares issued and outstanding: 10,728,625 shares		10,729			10,729
Additional paid in capital		16,105,757			16,105,757
Deficit		(16,170,189	)		(16,096,121	)
Total Stockholders' Equity (Deficit)		(53,703	)		20,365
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		373,948			414,100

See accompanying notes

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Cheetah Oil & Gas Ltd.

STATEMENTS OF OPERATIONS
(Unaudited, expressed in U.S. dollars)

		Three months			Three months
		ended			ended
		March 31,			March 31,
		2010			2009
		$			$
Revenue
Natural oil & gas revenue		13,010			-
Cost of revenue
Lease operating costs and production taxes		7,920			-
Depreciation, depletion and amortization		2,152			-
		2,938			-
General and administrative expenses
Accounting, audit and legal		35,844			27,335
Depreciation		84			105
Interest		241			235
Consulting fees		30,000			30,000
Other		10,637			2,309
Stock-based compensation		-			7,667
		76,806			67,651
Loss before other income (expense)		(73,868	)		(67,651	)
Foreign exchange gain (loss)		(200	)		955
Forgiveness of debt		-			39,249
Net loss from continuing operations		(74,068	)		(27,447	)
Discontinued operations		-			-
Net Loss		(74,068	)		(27,447	)
Loss per share – basic and diluted
Loss from continuing operations	$	(0.01	)	$	(0.01	)
Loss from discontinued operations		-			-
Net Loss	$	(0.01	)	$	(0.01	)
Weighted average number of common stock outstanding - basic and diluted		10,728,625			3,793,450

See accompanying notes

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Cheetah Oil & Gas Ltd.

STATEMENTS OF CASH FLOWS
(Unaudited, expressed in U.S. dollars)

		Three			Three
		months ended			months ended
		March 31,			March 31,
		2010			2009
		$			$
OPERATING ACTIVITIES
Net loss for the period		(74,068	)		(27,447	)
Less loss from discontinued operations		-			-
Net loss from continuing operations		(74,068	)		(27,447	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation & depletion		2,236			105
Debt foregiveness		-			(39,249	)
Stock-based compensation		-			7,667
Change in other assets and liabilities:
Accounts receivable		538			-
Accounts payable and accrued drilling liabilities		33,915			31,802
Cash provided by continuing activities		(37,379	)		(27,122	)
Cash provided by (used in) discontinued activities		-			-
Net cash used in operating activities		(37,379	)		(27,122	)
FINANCING ACTIVITIES
Proceeds on issuance of common shares, net of share issuance costs		-			-
Proceeds on exercise of warrants		-			-
Net loan proceeds		-			-
Purchase of Cheetah shares for cancellation					-
Cash provided by continuing activities		-			-
Cash provided by (used in) discontinued activities		-			-
Net cash from financing activities		-			-
INVESTING ACTIVITIES
Proceeds from sale of Cheetah BC		62,500			187,500
Purchase of oil & gas properties		-			(24,000	)
Cash provided by (used in) continuing activities		62,500			163,500
Cash provided by (used in) discontinued activities		-			-
Net cash provided by investing activities		62,500			163,500
Increase in cash and cash equivalents		25,121			136,378
Cash and cash equivalents, beginning of period		164,006			1,538
Cash and cash equivalents, end of period		189,127			137,916

See accompanying notes

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Cheetah Oil & Gas Ltd.

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

March 31, 2010

1. BASIS OF PRESENTATION

The following interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-K as promulgated by the Securities and Exchange Commission. Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles for complete financial statements. These interim unaudited financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2009. In the opinion of management, the interim unaudited financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

The statements of operations and cash flows reflect the results of operations and the changes in cash flows of the Company for the three month period ended March 31, 2010 and 2009. Operating results for the three-month period ended March 31, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010.

2. GOING CONCERN UNCERTAINTY

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has incurred a net loss of $74,068 for the three month period ended March 31, 2010 [2009 - $27,447] and at March 31, 2010 had a deficit accumulated during the exploration stage of $16,170,189 [2009 - $16,096,121]. The Company has generated revenue, however has a substantial accumulated deficit and negative working capital of $220,598 as at March 31, 2010 [2009 -$148,365]. The Company requires additional funds to maintain its existing operations and to acquire new business assets. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are to raise equity and debt financing as required, but there is no certainty that such financing would be available or that it would be available at acceptable terms. The outcome of these matters cannot be predicted at this time.

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

3. SUBSEQUENT EVENTS

The Company continues to wait for acceptable ground conditions at Belmont Lake, Mississippi in order to be able to drill the awaited PPF-12-4 horizontal well. Our operators require roughly 4-5 uninterrupted weeks of water levels below 34 feet measured at Natchez, in order to be able to drill the new horizontal well. Likewise, the Company requires about 10 days below 34 feet water level to be able to access Belmont Lake in order to conduct normal well maintenance and treatments.

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

Forward-Looking Statements

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

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

Our unaudited interim financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles. The following discussion should be read in conjunction with our Company’s audited financial statements and 10-K for the year ended December 31, 2009 and unaudited interim financial statements and the related notes that appear elsewhere in this quarterly report.

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

General Overview

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

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

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

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

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

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

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On June 19, 2009 with the approval of our board of directors, a certificate of change was filed with the Nevada Secretary of State effecting a four (4) for one (1) consolidation of our authorized and issued and outstanding shares of common stock. The certificate of change had an effective date of July 17, 2009.

On July 15, 2009, our board of directors approved an amendment to the consolidation so that the consolidation would be on a ten (10) for one (1) basis. In connection with the amendment of the consolidation, our Company filed a certificate of correction with the Nevada Secretary of State, wherein our authorized and issued and outstanding shares of common stock would be consolidated on a ten (10) for one (1) basis, with an August 15, 2009 effective date.

As a result, effective August 15, 2009, our authorized capital decreased from 500,000,000 shares of common stock with a par value of $0.001 to 50,000,000 shares of common stock with a par value of $0.001 and our issued and outstanding shares decreased from 37,086,740 shares of common stock to 3,708,674 shares of common stock.

The consolidation become effective with the Over-the-Counter Bulletin Board at the opening for trading on August 20, 2009 under the new stock symbol “ COHG ”. Our CUSIP number is 163076201 .

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

We are engaged in the exploration for and production of oil and natural gas, primarily in the State of Mississippi, USA.

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

Our Current Business

We are engaged in the exploration for and production of oil and natural gas, primarily in the State of Mississippi, USA.

On April 3, 2009, our Company entered into an asset purchase agreement with Delta Oil & Gas, Inc. and The Stallion Group wherein we agreed to acquire an 8% interest in certain oil and gas interests located in the State of Mississippi, known as the Belmont Lake field for a value of $179,309. The Belmont Lake field currently has two producing wells.

In addition to acquiring the 8% working interest, we acquired a 40% working interest on an option to drill wells on over 140,000 acres of exploration lands. These lands have extensive existing 2-D and 3-D seismic coverage and the project operations have identified multiple targets for potential future drilling.

In August 2009 the operator of the Belmont Lake Field decided to drill a new horizontal well named the Belmont Lake PPF-12-4 and Cheetah received a notice that its share of the anticipated drilling and development costs was $77,900. After the operator sent the notice of its intent to drill the well, certain working interest owners declined the investment; therefore, Cheetah was given the opportunity to purchase an additional interest in the proposed well in an amount equal to its original commitment.

Cheetah’s management determined that it was in the best interest for our Company to exercise their right to invest in the well. Cheetah did not have sufficient cash for the entire investment totaling approximately $155,800 and therefore, divided its proposed investment into two equal parts:

On August 31, 2009, the Company entered into an assignment agreement with Golden Aria Corp. The assignment agreement dated August 28, 2009, provides for the purchase by Golden Aria of a revenue interest of 40.432% of our 8% share of our net revenue after field operating expenses from our Belmont Lake PP F-12-4 horizontal well, located in Belmont Lake Field, Wilkinson County, Mississippi. As consideration, Golden Aria has agreed to pay 57.76% of our costs currently budgeted at $77,905, subject to revision and 57.76% of our 8% share of PP F-12-4 well costs from time to time for infrastructure, pipes, tanks, compressors, trucking, etc.

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On August 31, 2009, the Company entered into an assignment agreement with an individual. The assignment agreement dated August 28, 2009, provides for the purchase by the individual of a revenue interest of 75% in one-half of our investment in the Belmont Lake PPF-12-4 horizontal well located in the Belmont Lake Field, Wilkinson County, Mississippi. As consideration, the individual has agreed to pay 100% of Cheetah’s costs subject to revision. The assignment of the interest is limited to a gross 500% revenue payout based on the total amount paid for the working interest, after which all rights, interests and benefits cease. As consideration, the individual has agreed to pay 100% of our costs currently budgeted at $77,905, subject to revision and 100% of Cheetah’s 8% share of PPF-12-4 well costs from time to time for infrastructure, pipes, tanks, compressors, trucking etc.

Effective August 31, 2009, we entered into a partial release and acknowledgement agreement dated August 29, 2009 with Sage Investments Ltd. Pursuant to the partial release and acknowledgement, Sage has agreed to release its security interest in certain assets of our Company.

On October 17, 2009, our Company settled a note payable and interest payable totaling $59,000 by issuing an aggregate of 1,180,000 shares of common stock, at a deemed price of $0.05 per share and 1,000,000 warrants at 0.10 exercisable until August 10, 2011. The shares were issued to Sage Investments Ltd. in payment of a debt conversion agreement between our Company and Sage Investments Ltd. Concurrent with this share issuance Sage Investments Ltd. agreed to release its remaining security interest in certain assets of out Company. Effectively, at October 17, 2009 Cheetah’s oil & gas assets were unencumbered.

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

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

Cash Requirements

We currently hold an 8% interest in certain oil and gas interests located in the State of Mississippi, known as the Belmont Lake field. The Belmont Lake field currently has one producing well, which has been producing approximately 75 bbl/d. In addition to the 8% working interest, we hold a 40% working interest on an option to drill wells on over 140,000 acres of exploration lands. These lands have extensive existing 2-D and 3-D seismic coverage and the project operations have identified multiple targets for potential future drilling.

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

Results of Operations – Three months Ended March 31, 2010 and 2009

The following summary of our results of operations should be read in conjunction with our financial statements for the three month period ended March 31, 2010 which are included herein.

Our operating results for the three months ended March 31, 2010, for the three months ended March 31, 2009 and the changes between those periods for the respective items are summarized as follows:

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	Three months Ended March 31, 2010 $	Three months Ended March 31, 2009 $	Change Between Three Month Period Ended March 31, 2010 and March 31, 2009 $
Revenue	13,010	Nil	13,010
Cost of Revenue	(7,920)	Nil	(7,920)
Depletion & Amortization	(2,152)	Nil	(2,152)
Legal, accounting and audit	(35,844)	(27,335)	(8,509)
Depreciation	(84)	(105)	21
Interest	(241)	(235)	(6)
Consulting fees	(30,000)	(30,000)	Nil
Other	(10,637)	(2,309)	(8,328)
Stock-based compensation	Nil	(7,667)	7,667
Foreign exchange	(200)	955	(1,155)
Forgiveness of Debt	Nil	39,249	(39,249)
Net loss for the period	(74,068)	(27,447)	(46,621)

Revenues

We had revenues of $13,010 during the three months ended March 31, 2010 as compared to revenues of $Nil during the three months ended March 31, 2009. The increase is a result of our acquisition of the working interest in the Belmont Lake Field.

Natural Oil & Gas Operating Costs

We have oil & gas operating costs of $7,920 during the three months ended March 31, 2010 as compared to oil & gas operating costs of $Nil during the three months ended March 31, 2009. The increase is a result of our acquisition of the working interest in the Belmont Lake Field.

Accounting, Audit and Legal

The $8,509 increase in accounting, audit and legal fees for the three months ended March 31, 2010 was due to an increase in audit fees.

Consulting Fees and Directors Fees

Consulting fees remained the same during the three months ended March 31, 2010 and 2009.

Other

Other expenses consist of 8,328. The increase of $8,328 from the three months ended March 31, 2010 compared to the three months ended March 31, 2009 was primarily due to engineering costs.

Stock Based Compensation

Stock Based Compensation decreased $7,667 from the three months ended March 31, 2010 compared to the three months ended March 31, 2009 was primarily due to no options granted in the 3 months ending March 31, 2010.

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Liquidity and Financial Condition

Working Capital

		At			At
		March 31,			December 31,
		2010			2009
Current assets	$	194,138		$	232,055
Current liabilities		414,736			380,420
Working capital	$	(220,598	)	$	(148,365	)

Cash Flows

		Three months Ended
		March 31
		2010			2009
Cash flows provided by (used in) operating activities	$	(37,379	)	$	(27,122	)
Cash flows provided by (used in) investing activities		62,500			163,500
Cash flows provided by (used in) financing activities		Nil			Nil
Increase in cash and cash equivalents	$	25,121		$	136,378

Operating Activities

Net cash used in operating activities was $37,379 for the three months ended March 31, 2010 compared with cash used in operating activities of $27,122 in the same period in 2008. The difference was largely due to debt forgiveness recorded in March 2009 and overall increase in expenses.

Investing Activities

Net cash provided by investing activities was $62,500 for the three months ended March 31, 2010 compared to net cash provided by investing activities of $163,500 in the same period in 2009. The difference was mainly attributable to the proceeds from sale of Cheetah BC.

Financing Activities

Net cash provided by (used in) financing activities for the three months ended March 31, 2010 and for the three months ended March 31, 2009 was $Nil.

Contractual Obligations

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

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

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

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Recent Accounting Pronouncements

The FASB established the FASB Accounting Standards Codification (“Codification”) as the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements issued for interim and annual periods ending after September 15, 2009. The codification has changed the manner in which U.S. GAAP guidance is referenced, but did not have an impact on our consolidated financial position, results of operations or cash flows.

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-06, “Fair Value Measurements and Disclosures (Topic 820) — Improving Disclosures about Fair Value Measurements.” This ASU requires some new disclosures and clarifies some existing disclosure requirements about fair value measurement as set forth in Accounting Standards Codification (“ASC”) 820. ASU 2010-06 amends ASC 820 to now require: (1) a reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers; and (2) in the reconciliation for fair value measurements using significant unobservable inputs, a reporting entity should present separately information about purchases, sales, issuances, and settlements. In addition, ASU 2010-06 clarifies the requirements of existing disclosures. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. Early application is permitted. Our company will comply with the additional disclosures required by this guidance upon our adoption in January 2010.

Also in January 2010, the FASB issued Accounting Standards Update No. 2010-03, “Extractive Activities—Oil and Gas—Oil and Gas Reserve Estimation and Disclosures.” This ASU amends the “Extractive Industries—Oil and Gas” Topic of the Codification to align the oil and gas reserve estimation and disclosure requirements in this Topic with the SEC’s Release No. 33-8995, “Modernization of Oil and Gas Reporting Requirements (Final Rule),” discussed below. The amendments are effective for annual reporting periods ending on or after December 31, 2009, and the adoption of these provisions on December 31, 2009 did not have a material impact on our consolidated financial statements.

SEC’s Final Rule on Oil and Gas Disclosure Requirements

On December 31, 2008, the Securities and Exchange Commission, referred to in this report as the SEC, issued Release No. 33-8995, “Modernization of Oil and Gas Reporting Requirements (Final Rule),” which revises the disclosures required by oil and gas companies. The SEC disclosure requirements for oil and gas companies have been updated to include expanded disclosure for oil and gas activities, and certain definitions have also been changed that will impact the determination of oil and gas reserve quantities. The provisions of this final rule are effective for registration statements filed on or after January 1, 2010, and for annual reports for fiscal years ending on or after December 31, 2009

In August 2009, the FASB issued ASU No. 2009-05, “Fair Value Measurements and Disclosures (Topic 820) —Measuring Liabilities at Fair Value,” related to fair value measurement of liabilities. This update provides clarification that in circumstances in which a quoted price in an active market for an identical liability is not available, a reporting entity is required to measure fair value using one or more valuation techniques. This guidance is effective for the first reporting period beginning after issuance.

In June 2009, the FASB issued guidance under ASC 105, “Generally Accepted Accounting Principles.” This guidance established a new hierarchy of GAAP sources for non-governmental entities under the FASB Accounting Standards Codification. The Codification is the sole source for authoritative U.S. GAAP and supersedes all accounting standards in U.S. GAAP, except for those issued by the SEC. The guidance was effective for financial statements issued for reporting periods ending after September 15, 2009. The adoption had no impact on our company’s financial position, cash flows or results of operations.

In May 2009, the FASB issued guidance under ASC 855 “Subsequent Events,” which sets forth: (1) the period after the balance sheet date during which management of reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in our financial statements and (3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The guidance was effective on a prospective basis for interim or annual financial periods ending after June 15, 2009.

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In April 2009, the FASB updated our guidance under ASC 820, “Fair Value Measurements and Disclosures,” related to estimating fair value when the volume and level of activity for an asset or liability have significantly decreased and identifying circumstances that indicate a transaction is not orderly. The guidance was effective for interim and annual reporting periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. The adoption of this guidance did not have any impact on our company’s results of operations.

Also in April 2009, the FASB updated our guidance under ASC 825, “Financial Instruments,” which requires disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This guidance also requires those disclosures in summarized financial information at interim reporting periods. The guidance was effective for interim reporting periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009.

The FASB updated our guidance under ASC 805, “Business Combinations,” in April 2009, which addresses application issues on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. This guidance was effective for business combinations occurring on or after the beginning of the first annual period on or after December 15, 2008.

In June 2008, the FASB updated our guidance under ASC 260, “Earnings Per Share.” This guidance clarified that all unvested share-based payment awards with a right to receive nonforfeitable dividends are participating securities and provides guidance on how to allocate earnings to participating securities and compute basic earnings per share using the two-class method. This guidance was effective for fiscal years beginning after December 15, 2008. Our company adopted this guidance on January 1, 2009. The adoption did not have a material impact on our company’s earnings per share calculations.

In March 2008, the FASB issued guidance under ASC 815, “Derivatives and Hedging,” which changes the disclosure requirements for derivative instruments and hedging activities. Entities will be required to provide enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for, and how derivative instruments and related items affect an entity’s financial position, operations and cash flows. This guidance was effective as of the beginning of an entity’s fiscal year that begins after November 15, 2008. Our company adopted this guidance on January 1, 2009.

Fair Value of Financial Instruments

Our Company measures the fair value of our financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures.” The guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It is determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 establishes the following hierarchy that prioritizes the inputs to valuation methodologies used to measure fair value:

Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Valuations based on unobservable inputs in which there are little or no market data, which require the reporting entity to develop our own assumptions.

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Our company measures the fair value of money market funds based on quoted prices in active markets for identical assets or liabilities.

Going Concern

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has incurred a net loss of $74,068 for the three month period ended March 31, 2010 [2009 - $27,447] and at March 31, 2010 had a deficit accumulated during the exploration stage of $16,170,189 [2009 - $16,096,121]. The Company has generated revenue, however has a substantial accumulated deficit and negative working capital of $220,598 as at March 31, 2010 [2009 -$148,365]. The Company requires additional funds to maintain its existing operations and to acquire new business assets. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are to raise equity and debt financing as required, but there is no certainty that such financing would be available or that it would be available at acceptable terms. The outcome of these matters cannot be predicted at this time.

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

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

Item 4. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

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

As of March 31, 2010, the end of our first quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (also our principal executive officer) and our chief financial officer (also our principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (also our principal executive officer) and our chief financial officer (also our principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were effective in providing reasonable assurance in the reliability of our financial reports as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended March 31, 2010 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II

OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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

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

We had cash in the amount of $189,127 and a working capital deficit of $220,598 as of March 31, 2010. We do not have sufficient funds to independently finance the acquisition and development of prospective oil and gas properties, nor do we have the funds to independently finance our daily operating costs. We will require additional funds, either from equity or debt financing, to maintain our daily operations and to develop our property. Obtaining additional financing is subject to a number of factors, including market prices for oil and gas, investor acceptance of our property and any property we may acquire in the future, and investor sentiment. Financing, therefore, may not be available on acceptable terms, if at all. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital, however, will result in a dilution to existing shareholders. If we are unable to raise additional funds when required, we may be forced to delay our plan of operation and our entire business may fail.

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

We do not operate the property in which we have a working interest and we have limited ability to exercise influence over operations for this property or its associated costs. Our dependence on the operator and other working interest owners for this project and our limited ability to influence operations and associated costs could materially adversely affect the realization of our returns on capital in drilling or acquisition activities and our targeted production growth rate. The success and timing of drilling, development and exploitation activities on this property operated by others depends on a number of factors that are beyond our control, including the operator’s expertise and financial resources, approval of other participants for drilling wells and utilization of technology. In addition, if we are not willing or able to fund our capital expenditures relating to such project when required by the majority owner or operator, our interest in this project may be reduced or forfeited.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Other Risks

Trends, Risks and Uncertainties

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

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

None.

Item 3. Default upon Senior Securities

None.

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Item 4. [Removed and Reserved]

Item 5. Other Information

None.

Item 6. Exhibits

Exhibits

Exhibit
Number	Description
(3)	(i) Articles of Incorporation; and (ii) Bylaws
3.1	Articles of Incorporation (incorporated by reference from our Form 10-SB filed on August 2, 1999)
3.2	Certificate of Amendment (incorporated by reference from our Form 10-SB filed on August 2, 1999)
3.3	Certificate of Amendment dated February 19, 2004 (incorporated by reference from our Registration Statement on Form SB-2/A filed on August 15, 2005)
3.4	Certificate of Amendment dated May 25, 2004 (incorporated by reference from our Registration Statement on Form SB-2/A filed on August 15, 2005)
3.5	Bylaws (incorporated by reference from our Form 10-SB filed on August 2, 1999)
3.6	Certificate of Change (incorporated by reference from our Current Report on Form 8-K filed on August 19, 2009)
3.7	Certificate of Correction (incorporated by reference from our Current Report on Form 8-K filed on August 19, 2009
(4)	Instruments Defining the Rights of Security Holders
4.1	2004 Equity Performance Plan (incorporated by reference from our Registration Statement on Form S-8 filed on February 25, 2004)
4.2	2005 Stock Option Plan (incorporated by reference from our Registration Statement on Form S-8 filed on June 10, 2005)
(10)	Material Contracts
10.1	Acquisition Agreement with Georgina Martin dated June 5, 2004 (incorporated by reference from our Current Report on Form 8-K filed on March 18, 2004)
10.2	A-1 Warrant with Macquarie Holdings (USA) Inc. (incorporated by reference from our Current Report on Form 8-K filed on March 17, 2006)
10.3	A-2 Warrant with Macquarie Holdings (USA) Inc. (incorporated by reference from our Current Report on Form 8-K filed on March 17, 2006)
10.4	B-1 Warrant with Macquarie Holdings (USA) Inc. (incorporated by reference from our Current Report on Form 8-K filed on March 17, 2006)
10.5	B-2 Warrant with Macquarie Holdings (USA) Inc. (incorporated by reference from our Current Report on Form 8-K filed on March 17, 2006)
10.6	Letter Agreement dated May 23, 2007 (incorporated by reference from our Current Report on Form 8-K filed on May 31, 2007)
10.7	Amended Share Subscription Agreement dated for reference September 27, 2007 (incorporated by reference from our Current Report on Form 8-K filed on November 27, 2007)

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Exhibit
Number	Description
10.8	Unanimous Shareholders’ Agreement with an effective date of November 22, 2007 (incorporated by reference from our Current Report on Form 8-K filed on November 27, 2007)
10.9	Loan Agreement dated March 12, 2008 with Invicta Oil & Gas Ltd. (incorporated by reference from our Current Report on Form 8-K filed on March 20, 2008)
10.10	Mutual Release (incorporated by reference from our Current Report on Form 8-K filed on July 15, 2008)
10.11	Share Purchase Agreement dated November 25, 2008 (incorporated by reference from our Current Report on Form 8-K filed on December 4, 2008)
10.12	Warrant Cancellation Agreement dated November 28, 2008 (incorporated by reference from our Current Report on Form 8-K filed on December 4, 2008)
10.13	Assignment Agreement dated August 28, 2009 between our company and Golden Aria Corp. (incorporated by reference from our Current Report on Form 8-K filed on September 3, 2009)
10.14	Assignment Agreement dated August 28, 2009 between our company and David DeMartini (incorporated by reference from our Current Report on Form 8-K filed on September 3, 2009)
10.15	Partial Release and Acknowledgement Agreement dated August 29, 2009 between our company and Sage Investments Ltd. (incorporated by reference from our Current Report on Form 8-K filed on September 3, 2009)
10.16	Subscription Agreement - Debt Settlement with RGM Holdings Ltd. (incorporated by reference from our Current Report on Form 8-K filed on September 15, 2009)
10.17	Subscription Agreement - Debt Settlement with Robert McAllister (incorporated by reference from our Current Report on Form 8-K filed on September 15, 2009)
10.18	Form of Stock Option Agreement (incorporated by reference from our Current Report on Form 8-K filed on September 15, 2009)
(14)	Code of Ethics
14.1	Code of Business Conduct and Ethics (incorporated by reference from our Form 10-K filed on April 8, 2005)
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of Robert McAllister
31.2*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of Georgina Martin
(32)	Section 1350 Certifications
32.1*	Section 906 Certification under Sarbanes-Oxley Act of 2002 of Robert McAllister
32.2*	Section 906 Certification under Sarbanes-Oxley Act of 2002 of Georgina Martin

* Filed herewith.

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SIGNATURES

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

	CHEETAH OIL & GAS LTD.
	(Registrant)
Dated: May 11, 2010	/s/ Robert McAllister
	Robert McAllister
	President, Chief Executive Officer and Director
	(Principal Executive Officer, Principal Financial
	Officer and Principal Accounting Officer)
Dated: May 11, 2010	/s/ Georgina Martin
	Georgina Martin
	Chief Financial Officer and Director
	(Principal Financial Officer and Principal
	Accounting Officer)

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