##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  (Mark One)þ

ANNUAL REPORT UNDER SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    September 30, 2007oro

TRANSITION REPORT UNDER SECTION 13 OR 15 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to  Commission file number: 000-51152
  PETROHUNTER ENERGY
    CORPORATION
 (Exact name of registrant as
    specified in its charter)
  Maryland

98-0431245(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   1875 Lawrence Street,
    Suite 1400, Denver, Colorado

80202(Zip Code)(Address of principal executive
    offices)   Registrants telephone number, including area code:
 (303) 572-8900
  Securities registered pursuant to Section 12(b) of the
    Act:
 None
 Securities registered pursuant to Section 12(g) of the
    Act:
 Common Stock, $0.001 par value
  (Title of class)
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  o o þ
  Rule 12b-2 o þ




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FORWARD-LOOKING
    STATEMENTS
      CURRENCIES
   ii




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GLOSSARY
    API Gravity.
  Bbl.
  Bcf.
  Capital Expenditures.
  Carried Interest.
  Completion.
  Developed Acreage.
  Development Well.
  Exploitation.
  Exploration.
  Exploratory Well.
  Farm-In or Farm-Out.
  Field. and/or
  Finding and Development Costs.
  Force Pooling.
  Gross Acres or Gross Wells.
  Lease.
 iii




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Mcf.
  MCFE.
  Net Acres or Net Wells.
  Operator.
  Overriding Royalty.
  Payout.
  Productive Well.
  Prospect.
  Proved Reserves.
  Reserves.
  Reservoir. and/or
  Royalty.
  Spud.
  3-D
    Seismic. 3-D
  Undeveloped Acreage.
  Working Interest.
 iv




---



##### 



PETROHUNTER
    ENERGY CORPORATION
  FORM 10-K
  FOR THE
    FISCAL YEAR ENDED
    SEPTEMBER 30, 2007
    INDEX
   
 PagePART IItem 1.


Business


2Item 1A.


Risk Factors


10Item 1B.


Unresolved Staff Comments


21Item 2.


Properties


22Item 3.


Legal Proceedings


27Item 4.


Submission of Matters to a Vote of Security
    Holders


28PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


28Item 6.


Selected Financial Data


29Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operation


30Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


39Item 8.


Financial Statements and Supplementary
    Data.


40Item 9.


Changes In and Disagreements With Accountants on
    Accounting and Financial Disclosure


84Item 9A.


Controls and Procedures


84Item 9B.


Other Information


85PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


85Item 11.


Executive Compensation


85Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


85Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


85Item 14.


Principal Accountant Fees and Services


85PART IVItem 15.


Exhibits, Financial Statement Schedules


86Amendment to Acquisition and Consulting AgreementSubsidiaries of the RegistrantRule 13a-14(a) Certification of Charles B. CrowellRule 13a-14(a) Certification of Lori RappucciCertification of Charles B. Crowell Pursuant to Section 906Certification of Lori Rappucci Pursuant to Section 906   1




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##### Table of Contents



PART I
  ITEM 1.
    BUSINESS  General
              (303) 572-8900, (303) 572-8927, www.petrohunter.com www.sec.gov
  PaleoTechnology
  de-waxing
 2




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Heavy Oil
    Assets
        MAB
    Resources LLC
    The Development Agreement.
       3




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Project development costs  related party
  The Consulting Agreement.
               4




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Business Combinations
        
    By $8.0 million in exchange for 16.0 million shares of
    our common stock with a value of $3.7 million based on the
    closing price of $0.23 per share at November 15, 2007, and
    warrants to acquire 32.0 million shares of our common stock
    at $0.50 per share. The warrants expire on November 14,
    2009;
    By $2.5 million in exchange for our release of MABs
    obligation to pay the equivalent amount as guarantor of the
    performance of Galaxy Energy Corporation under the subordinated
    unsecured promissory note dated August 31, 2007 and;
    A reduction to the note payable to MAB of $0.5 million for
    cash payments to be made by us subsequent to September 30,
    2007.        Proposed
    Acquisition of Powder River Basin Properties
   5




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Current
    Financing Activities
            and/or
 6




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7




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8




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Competition
    Employees
    Environmental
    Matters
      clean-up
     9




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clean-up
  ITEM 1A.RISK
    FACTORS
  Risks
    Related to Our Business
  We
    have a limited operating history and have generated only very
    limited revenues. We have incurred significant losses and will
    continue to incur losses for the foreseeable
    future.
      Our
    short-term cash commitments require us to sell more debt and/or
    equity securities and/or sell our assets, which may be
    detrimental to our shareholders.
  and/or
 10




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Multiple
    liens have been filed against our properties and foreclosure of
    these liens is in process.
  and/or
  The
    lack of production and established reserves for our properties
    impairs our ability to raise capital.
    Terms
    of subsequent financings may adversely impact your
    investment.
    Marc
    A. Bruner and his affiliates control a significant percentage of
    our outstanding common stock, which will enable them to control
    many significant corporate actions and may prevent a change in
    control that would otherwise be beneficial to our
    stockholders.
      The
    issuance of the convertible debentures and warrants could
    significantly dilute the interests of
    shareholders.
   11




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Our
    failure to satisfy our registration, listing and other
    obligations with respect to the common stock underlying the
    convertible debentures and the warrants could result in adverse
    consequences, including acceleration of the convertible
    debentures.
    We are
    obligated to make significant periodic payments of interest
    under our credit facilities.
    The
    issuance of shares upon exercise of outstanding warrants and
    options may cause immediate and significant dilution to our
    existing stockholders.
    Our
    officers, directors and advisors are engaged in other
    businesses, which may result in conflicts of
    interest.
   12




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We
    depend on a limited number of key personnel who would be
    difficult to replace.
    Reserve
    estimates depend on many assumptions that may turn out to be
    inconclusive, subject to varying interpretations or
    inaccurate.
        Our
    identified drilling location inventories are scheduled out over
    several years, making them susceptible to uncertainties that
    could materially alter the occurrence or timing of their
    drilling.
    Our
    use of 2-D
    and 3-D
    seismic data is subject to interpretation and may not accurately
    identify the presence of natural gas and oil-bearing structures
    or favorable stratigraphy, which could adversely affect the
    results of our drilling operations.
  2-D 3-D 2-D 3-D 2-D 3-D
 13




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2-D 3-D 2-D 3-D
  Substantially
    all of our producing properties are located in the Rocky
    Mountains, making us vulnerable to risks associated with
    operating in one major geographic area.
    Seasonal
    weather conditions and lease stipulations adversely affect our
    ability to conduct drilling activities in some of the areas
    where we operate.
    Acquisitions
    are a part of our business strategy and are subject to the risks
    and uncertainties of evaluating recoverable reserves and
    potential liabilities. Properties that we buy may not produce as
    projected and we may be unable to determine reserve potential,
    identify liabilities associated with the properties or obtain
    protection from sellers against them.
     14




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We
    have limited control over activities on properties we do not
    operate, which could reduce our production and
    revenues.
    The
    inability of one or more of our customers to meet their
    obligations may adversely affect our financial
    results.
    Market
    conditions or operation impediments may hinder our access to
    natural gas and oil markets or delay our
    production.
      
    the lack of pipeline transmission facilities or carrying
    capacity;
    government regulation of natural gas and oil production;
    government transportation, tax and energy policies;
    changes in supply and demand; and
    general economic conditions. 15




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We
    might incur additional debt in order to fund our exploration and
    development activities, which would continue to reduce our
    financial flexibility and could have a material adverse effect
    on our business, financial condition or results of
    operations.
  and/or
  We
    have found material weaknesses in our internal controls that
    require remediation and concluded that our internal controls
    over financial reporting at September 30, 2007, were not
    effective.
  Form 10-K,
  
    Ineffective control environment
    Financial reporting deficiencies           16




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We
    have significant future capital requirements. If these
    obligations are not met, our growth and operations could be
    limited or suspended indefinitely.
    
    the success of exploration and development on our leases;
    success in locating and producing new reserves; and
    prices of natural gas and oil.    
    a substantial portion of operating cash flow being dedicated to
    the payment of principal and interest;
    the Company being more vulnerable to competitive pressures and
    economic downturns; and
    restrictions on our operations.    Our
    leases and/or future properties might not produce as
    anticipated, and we might not be able to determine reserve
    potential, identify liabilities associated with the properties
    or obtain protection from sellers against them, which could
    cause us to incur losses.
    We do
    not plan to insure against all potential operating risks. We
    might incur substantial losses and be subject to substantial
    liability claims as a result of our natural gas and oil
    operations.
    
    environmental hazards, such as uncontrollable flows of natural
    gas, oil, brine, well fluids, toxic gas or other pollution into
    the environment, including groundwater and shoreline
    contamination;
    abnormally pressured formations;
    mechanical difficulties, such as stuck oil field drilling and
    service tools and casing collapse; 17




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
    fires and explosions;
    personal injuries and death;
    regulatory investigations and penalties; and
    natural disasters.    Risks
    Relating to the Oil and Gas Industry
  A
    substantial or extended decline in natural gas and oil prices
    may adversely affect our ability to meet our capital expenditure
    obligations and financial commitments.
    
    changes in supply and demand for natural gas and oil;
    levels of production and other activities of the Organization of
    Petroleum Exporting Countries, or OPEC, and other natural gas
    and oil producing nations;
    market expectations about future prices;
    the level of global natural gas and oil exploration, production
    activity and inventories;
    political conditions, including embargoes, in or affecting other
    oil producing activity; and
    the price and availability of alternative fuels.    Drilling
    for and producing natural gas and oil are high-risk activities
    with many uncertainties that could adversely affect our
    business, financial condition or results of
    operations.
   18




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
    unexpected drilling conditions;
    pressure or irregularities in geological formations;
    equipment failures or accidents;
    pipeline and processing interruptions or unavailability;
    title problems;
    adverse weather conditions;
    lack of market demand for natural gas and oil;
    delays imposed by or resulting from compliance with
    environmental and other regulatory requirements;
    shortages of or delays in the availability of drilling rigs and
    the delivery of equipment; and
    reductions in natural gas and oil prices.    Competition
    in the oil and gas industry is intense, and many of our
    competitors have greater financial, technological and other
    resources than we do, which may adversely affect our ability to
    compete.
    
    seeking oil and gas exploration licenses and production licenses;
    acquiring desirable producing properties or new leases for
    future exploration;
    marketing natural gas and oil production;
    integrating new technologies;
    acquiring the equipment and expertise necessary to develop and
    operate properties; and
    hiring and retaining a staff of competent technical and
    administrative professionals.    Shortages
    of rigs, equipment, supplies and personnel could delay or
    otherwise adversely affect our cost of operations or our ability
    to operate according to our business plan.
   19




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Unless
    we replace our oil and natural gas reserves, our reserves and
    production will decline, which would adversely affect our
    business, financial condition and results of
    operations.
    Assets
    may be impaired.
    Our
    industry is heavily regulated which increases our cost of doing
    business and decreases our profitability.
    Our
    operations must comply with complex environmental regulations
    that may have a material adverse effect on our
    business.
   20




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Risks
    Related to Our Common Stock
  Our
    stock price and trading volume may be volatile, which could
    result in losses for our stockholders.
    
    actual or anticipated quarterly variations in our operating
    results;
    changes in expectations as to our future financial performance
    or changes in financial estimates, if any, of public market
    analysts;
    announcements relating to our business or the business of our
    competitors;
    conditions generally affecting the oil and natural gas industry;
    the success of our operating strategy; and
    the operating and stock price performance of other comparable
    companies.      Our
    common stock may be thinly traded, and therefore, an investor
    may not be able to easily liquidate his or her
    investment.
    Raising
    additional capital would dilute existing
    shareholders.
    We
    have not and do not anticipate paying dividends on our common
    stock.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS   21




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ITEM 2.
    DESCRIPTION
    OF PROPERTY  Piceance
    Basin, Colorado Properties
  Buckskin Mesa Project.
    Piceance II Project. hook-up
          South Bronco Project.
 22




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Sugarloaf Project.
      Gibson Gulch Project.
  Plan of Operations.
     23




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Australia
    Properties
  Beetaloo Project.
                 24




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and/or
  Gippsland and Otway Project.
    Northwest Shelf Project.
  Plan of Operations.
  Heavy Oil
    Properties
    Great Salt Lake, Utah.
  Fiddler Creek, Montana.
  Promised Land, Montana.
 25




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Other
    Assets
  Bear Creek, Montana.
  Production
    and Prices
    For the Fiscal YearEnded September 30,2007


2006Production Data:Natural gas (Mcf)


456,740



5,822Oil (Bbl)


137



Average Prices:Natural gas (per Mcf)

$
6.16


$
6.12Oil (per Bbl)

$
52.40


$
Production Costs:Lease operating expenses (per MCFE)

$
1.73


$
0.63   Productive
    Wells
    Gross


NetOil


Gas


Total


Oil


Gas


TotalLocationColorado






33.0



33.0







10.4



10.4Utah(1)






















Montana(1)


2.0







2.0



2.0







2.0Australia






















Total


2.0



33.0



35.0



2.0



10.4



12.4     (1)
    
    As of October 1, 2007, we sold most of our interests in
    Utah and Montana. 26




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Oil and
    Gas Drilling Activities
        Oil and
    Gas Interests
    Developed


UndevelopedGross Acres


Net Acres


Gross Acres


Net AcresLocationColorado


598.40



341.42



27,888.86



21,317.50Utah










173,738.00



173,738.00Montana


80.00



80.00



100,118.00



86,748.00Australia










7,000,000.00



7,000,000.00Total


678.40



421.42



7,301,744.86



7,281,803.50     Office
    Space
    ITEM 3.
    LEGAL
    PROCEEDINGS               27




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and/or
  ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS    PART II
  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Market
    Information
  mark-up,
  Quarter Ended:

High


LowDecember 31, 2005

$
1.79


$
0.05March 31, 2006

$
3.36


$
1.10June 30, 2006

$
4.23


$
1.45September 30, 2006

$
2.98


$
1.31December 31, 2006

$
2.30


$
1.50March 31, 2007

$
1.85


$
0.96June 30, 2007

$
1.29


$
0.46September 30, 2007

$
0.55


$
0.16     Holders
    and Dividends
      Recent
    Sales of Unregistered Securities
    Persons or Clans ofDate

Persons

Securities

ConsiderationAugust 31, 2007

Maralex Resources, Inc.

4,000,000 shares of
    common stock

Extension of Agreement  28




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ITEM 6.
    SELECTED
    FINANCIAL DATA  Item 7. Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations, Form 10-K.
  From InceptionYear Ended September 30,


(June 20, 2005) to2007


2006


September 30, 2005($ in thousands, except share and per share amounts)Consolidated Statement of Operations Data:Oil and gas revenues

$
2,820


$
36


$
Total operating expenses


45,981



18,245



2,096Total other expenses


(6,650
)


(2,483
)


(23
)Net loss

$
(49,811
)

$
(20,692
)


(2,119
)Net loss per common share, basic and diluted

$
(0.20
)

$
(0.14
)

$
(0.02
)Weighted-average number of common shares outstanding, basic and
    diluted


243,816,957



147,309,096



100,000,000Selected Cash Flow and Other Financial Data:Net loss

$
(49,811
)

$
(20,692
)

$
(2,119
)Stock based compensation


8,172



9,189



823Depreciation, depletion, amortization and accretion


1,245



73



Impairment of oil and gas properties


24,053







Amortization of discount and deferred financing costs on notes
    payable


1,036







Other non-cash items


177



1,423



100Changes in assets and liabilities


4,802



(539
)


974Net cash used in operating activities

$
(10,326
)

$
(10,546
)

$
(222
)Expenditures for oil and gas properties and fixed assets

$
(33,172
)

$
(31,615
)

$
(1,565
)Proceeds from the sale of common shares and share subscriptions


3,158



35,442



Proceeds from the issuance of notes payable and other borrowings


32,325







Proceeds from issuance of convertible notes and warrants, net






17,157



3,037   As of September 30,2007


2006Balance Sheet Data:Cash and cash equivalents

$
120


$
10,632Other current assets


3,727



1,010Oil and gas properties, net


162,843



45,973Furniture and equipment, net


569



550Joint interest billings


13,637



Other assets


1,128



1,077Total assets

$
182,024


$
59,242Total current liabilities


41,712



10,367Total non-current liabilities


37,130



522Common stock subscribed


2,858



Total stockholders equity (deficit)


100,324



48,353Total liabilities and stockholders equity

$
182,024


$
59,242  29




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##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATION  Form 10-K.
  Background
    Accounting and Reporting by Development Stage
    Enterprises.
        Results
    of Operations
  Year
    Ended September 30, 2007 vs. Year Ended September 30,
    2006
  Oil and Gas Revenues.
  Costs
    and Expenses.
  Lease Operating Expenses.
 30




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General and Administrative.
  Year Ended September 30,2007


2006


ChangePayroll

$
2,346


$
846


$
1,500Consulting fees


2,887



1,292



1,595Stock based compensation expense


8,172



9,189



(1,017
)Legal


1,419



550



869Travel


1,193



759



434Investor relations


709



553



156IT maintenance and support


205



13



192Total

$
16,931


$
13,202


$
3,729     Project Developmental Costs  Related
    Party.
  Impairment of Oil and Gas Properties.
  Depreciation, Depletion, Amortization and
    Accretion.
  Interest Expense.
  Net Loss. ,
  Year
    Ended September 30, 2006 vs. Year Ended September 30,
    2005
  Oil and Gas Revenues.
 31




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Costs
    and Expenses.
  Lease Operating Expenses.
  General and Administrative.
  Year Ended September 30,2006


2005


ChangePayroll

$
846


$



$
846Consulting fees


1,292



287



1,005Stock based compensation


9,189



822



8,367Legal


550



29



521Travel


759



15



744Investor Relations


553







553Total

$
13,189


$
1,153


$
12,036     Project Development Costs  Related
    Party.
  Depreciation, Depletion, Amortization and
    Accretion.
  Interest Expense.
  Net Loss. ,
  Going
    Concern
   32




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Schedule
    of Contractual Commitments
    Payments Due by PeriodLess Than


1-3


3-5


More ThanContractual Obligations

Total


1 Year


Years


Years


5 YearsRelated party notes

$
12,805


$
11,366


$
1,439


$



$
Long-term borrowings


31,800



3,870



27,930







Office leases


1,039



205



634



200



Short-term borrowings


4,667



4,667











Drilling commitments


120,450



94,075



20,075







6,300Seismic activity


2,000



2,000











Total

$
172,761


$
116,183


$
50,078


$
200


$
6,300   Plan of
    Operation
  Colorado.
    
    $40.0 million to $50.0 million in connection with the
    Piceance II Project, to include expenditures for seismic
    data acquisition, lease and asset acquisition, drilling,
    completion, lease operation, and installation of production
    facilities
    $41.0 million to $60.0 million in connection with the
    Buckskin Mesa Project, to include expenditures for seismic data
    acquisition, lease and asset acquisition, drilling, completion,
    lease operation, and installation of production facilities    Australia.
  Liquidity
    and Capital Resources
   33




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Working Capital.
      Cash Flow.
  Year Ended September 30,2007


2006Net cash used in operating activities

$
(10,326
)

$
(10,546
)Net cash used in investing activities

$
(35,666
)

$
(32,692
)Net cash provided by financing activities

$
35,483


$
52,620   Net Cash Used in Operating Activities.
  Net Cash Used in Investing Activities.
  Net Cash Provided by Financing Activities.
 34




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Capital Requirements.
  OurAggregate


Working


OurActivity

Prospect

Total Cost


Interest


Share(d)Drill and complete
    12 wells(a)

Buckskin Mesa

$
44,400



100
%

$
44,400Drill and complete two wells

Piceance II


4,200



37.5
%


1,575Drill and complete eight wells

Piceance II


16,800



62.5
%


10,500Complete
    16 wells(b)

Piceance II


17,600



100
%(c)


17,600Drill five wells

Beetaloo


20,000



100
%


20,000
(e)Total




103,000







94,075     (a)
    
    One of these wells will be
    completed in January 2008(b)
    
    These wells have all been drilled(c)
    
    During December 2007, our working
    interest in these wells increased to 100% with the payment by us
    of $1.0 million in cash.(d)
    
    We intend to sell portions of our
    working interest to third parties and farm-out additional
    portions for cash and the agreement of the farmor to pay a
    portion of our development costs.(e)
    
    Our commitment in Australia is to
    have five wells drilled on the various permits by
    December 31, 2008.  Financing.
           35




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Other Cash Sources.
      and/or and/or
  Development Stage Company.
  Off-Balance
    Sheet Arrangements
    Critical
    Accounting Policies and Estimates
   36




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Oil and Gas Properties.
    Asset Retirement Obligation. Accounting
    for Asset Retirement Obligations field-by-field
  Share Based Compensation. Accounting for
    Stock-Based Compensation Accounting for
    Stock Issued to Employees
  Accounting for Stock Issued to Employees
  EITF 96-18, Accounting for Equity Instruments That Are Issued to Other
    Than Employees for Acquiring, or in Conjunction with Selling,
    Goods or Services
  pro-forma
 37




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##### Table of Contents



Year Ended September 302006


2005Net loss as reported

$
(20,692
)

$
(2,119
)Add stock based compensation included in reported loss


9,189



823Deduct stock based compensation expense determined under fair
    value method


(9,189
)


(1,202
)Pro-forma net loss

$
(20,692
)

$
(2,498
)Net loss per share:As reported

$
(0.14
)

$
(0.02
)Pro-forma

$
(0.14
)

$
(0.02
)   Impairment. Accounting for
    the Impairment and Disposal of Long-Lived Assets, Regulation S-X Rule 4-10, Financial Accounting and Reporting for Oil and Gas Producing
    Activities Pursuant to the Federal Securities Laws and the
    Energy Policy and Conversion Act of 1975 (Rule 4-10). Rule 4-10
  
    The present value of estimated future net revenues computed by
    applying current prices of oil and gas reserves to estimated
    future production of proved oil and gas reserves as of the
    balance sheet date less estimated future expenditures to be
    incurred in developing and producing those proved reserves to be
    computed using a discount factor of 10%; plus
    The cost of properties not being amortized; plus
    The lower of cost or estimated fair value of unproven properties
    included in the costs being amortized; less
    Income tax effects related to differences between the book and
    tax basis of the properties.    Recently
    Issued Accounting Pronouncements
  Recently Issued Accounting Pronouncements. Noncontrolling
    Interests in Consolidated Financial Statements  an
    amendment of ARB 51
 38




---



##### Table of Contents



Business
    Combinations
  The Fair Value Option
    for Financial Assets and Financial Liabilities
  Fair Value
    Measurements
  Accounting for Uncertainty in Income Taxes Accounting for Income Taxes.
  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Commodity
    Price Risk
   39




---



##### Table of Contents



Foreign
    Currency Exchange Rate Risk
    Interest
    Rate Risk
    ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA 40




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              Share Based Payments.
      HEIN & ASSOCIATES LLP
    41




---



##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    CONSOLIDATED BALANCE SHEETS
  September 30,2007


2006($ in thousands)ASSETSCurrent AssetsCash and cash equivalents

$
120


$
10,632ReceivablesOil and gas receivables, net


487



Other receivables


59



22Due from related parties


500



957Note receivable  related party


2,494



Prepaid expenses and other assets


187



31TOTAL CURRENT ASSETS


3,847



11,642Property and Equipment, at costOil and gas properties under full cost method, net


162,843



45,973Furniture and equipment, net


569



550163,412



46,523Other AssetsJoint interest billings


13,637



Restricted cash


599



1,077Deferred financing costs


529



TOTAL ASSETS

$
182,024


$
59,242LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesNotes payable  short-term

$
4,667


$
Convertible notes payable


400



400Accounts payable and accrued expenses


26,631



9,644Note payable  related party  current
    portion


3,755



Note payable  long-term  current portion


120



Accrued interest payable


2,399



125Accrued interest payable  related party


516



Due to shareholder and related parties


1,474



198Contract payable  oil and gas properties


1,750



TOTAL CURRENT LIABILITIES


41,712



10,367Notes payable  net of discount


27,944



Subordinated notes payable  related party


9,050



Asset retirement obligation


136



522TOTAL LIABILITIES


78,842



10,889Commitments and Contingencies (Note 13)Common Stock Subscribed


2,858



Stockholders EquityPreferred stock, $0.001 par value; authorized
    100,000,000 shares; none issued






Common stock, $0.001 par value; authorized
    1,000,000,000 shares; 278,948,841 and 219,928,734 issued
    and outstanding at September 30, 2007 and 2006, respectively


279



220Additional
    paid-in-capital


172,672



70,944Accumulated other comprehensive loss


(5
)


Deficit accumulated during the development stage


(72,622
)


(22,811
)TOTAL STOCKHOLDERS EQUITY


100,324



48,353TOTAL LIABILITIES AND STOCKHOLDERS EQUITY

$
182,024


$
59,242    42




---



##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    CONSOLIDATED STATEMENTS OF OPERATIONS
  CumulativefromFrom Inception


Inception(June 20,


(June 20,Year Ended


Year Ended


2005) to


2005) toSeptember 30,


September 30,


September 30,


September 30,2007


2006


2005


2007($ in thousands, except per share amounts)RevenuesOil and gas revenues

$
2,820


$
36


$



$
2,856Costs and ExpensesLease operating expenses


793



4







797General and administrative


18,075



13,638



1,236



32,949Project development costs  related party


1,815



4,530



860



7,205Impairment of oil and gas properties


24,053











24,053Depreciation, depletion, amortization and accretion


1,245



73







1,318Total operating expenses


45,981



18,245



2,096



66,322Loss from Operations


(43,161
)


(18,209
)


(2,096
)


(63,466
)Other Income (Expense)Foreign currency exchange gain


23











23Interest income


36



3







39Interest expense


(6,709
)


(2,486
)


(23
)


(9,218
)Total other expense


(6,650
)


(2,483
)


(23
)


(9,156
)Net Loss

$
(49,811
)

$
(20,692
)

$
(2,119
)

$
(72,622
)Net loss per common share  basic and diluted

$
(0.20
)

$
(0.14
)

$
(0.02
)Weighted average number of common shares
    outstanding  basic and diluted


243,816,957



147,309,096



100,000,000    43




---



##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND
    COMPREHENSIVE LOSS
  DeficitAccumulated


AccumulatedAdditional


During the


Other


Total


Total


CommonCommon Stock


Paid-in


Development


Comprehensive


Stockholders


Comprehensive


StockShares


Amount


Capital


Stage


Loss


Equity


Loss


Subscribed($ in thousands)Balance, June 20, 2005 (inception)





$



$



$



$



$



$



$
Shares issued to founder at $0.001 per share


100,000,000



100















100







Stock based compensation costs for options granted to non-
    employees










823











823







Net loss














(2,119
)






(2,119
)


(2,119
)


Balance, September 30, 2005


100,000,000



100



823



(2,119
)






(1,196
)


(2,119
)


Shares issued for property interests at $0.50 per share


3,000,000



3



1,497











1,500







Shares issued for finders fee on property at $0.50 per
    share


3,400,000



3



1,697











1,700







Shares issued upon conversion of debt, at $0.50 per share


44,063,334



44



21,988











22,032







Shares issued for commission on convertible debt at $0.50 per
    share


2,845,400



3



1,420











1,423







Sale of shares and warrants at $1.00 per unit


35,442,500



35



35,407











35,442







Shares issued for commission on sale of units


1,477,500



1



1,476











1,477







Costs of stock offering:Cash










(1,638
)










(1,638
)






Shares issued for commission at $1.00 per share










(1,478
)










(1,478
)






Exercise of warrants


1,000,000



1



999











1,000







Recapitalization of shares issued upon merger


28,700,000



30



(436
)










(406
)






Stock based compensation










9,189











9,189







Net loss














(20,692
)






(20,692
)


(20,692
)


Balance, September 30, 2006


219,928,734



220



70,944



(22,811
)






48,353



(20,692
)


Common stock subscribed






























2,858Shares issued for property interests at $1.70 per share


2,428,100



2



4,125











4,127







Shares issued for property interests at $1.62 per share


50,000,000



50



80,950











81,000







Shares issued for property interests at $1.49 per share


256,000







382











382







Shares issued for commission costs on property at $1.65 per share


121,250







200











200







Shares issued for finance costs on property at $1.72 per share


571,900



1



984











985







Shares issued for finance costs on property at $1.29 per share


475,000







612











612







Shares issued for finance costs on property at $0.70 per share


642,857



1



449











450







Shares issued for finance costs on property at $0.51 per share


525,000



1



268











269







Shares issued for finance costs on property at $0.23 per share


4,000,000



4



916











920







Foreign currency translation adjustment


















(5
)


(5
)


(5
)


Discount on notes payable










4,670











4,670







Stock based compensation










8,172











8,172







Net loss














(49,811
)






(49,811
)


(49,811
)


Balance, September 30, 2007


278,948,841


$
279


$
172,672


$
(72,622
)

$
(5
)

$
100,324


$
(49,816
)

$
2,858    44




---



##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    CONSOLIDATED STATEMENTS OF CASH FLOWS
  CumulativeFrom


fromInception


Inception(June 20,


(June 20,Year Ended


Year Ended


2005) to


2005) toSeptember 30,


September 30,


September 30,


September 30,2007


2006


2005


2007($ in thousands)Cash flows used in operating activitiesNet loss

$
(49,811
)

$
(20,692
)

$
(2,119
)

$
(72,622
)Adjustments used to reconcile net loss to net cash used in
    operating activities:Stock for expenditures advanced










100



100Stock based compensation


8,172



9,189



823



18,184Depreciation, depletion, amortization and accretion


1,245



73







1,318Impairment of oil and gas properties


24,053











24,053Stock for financing costs


200



1,423







1,623Amortization of discount and deferred financing costs on notes
    payable


1,036











1,036Foreign currency exchange gain


(23
)










(23
)Changes in assets and liabilitiesReceivables


(488
)


(58
)






(546
)Due from related party


421



(921
)






(500
)Prepaid expenses and other assets


(36
)


9



(18
)


(45
)Accounts payable and accrued expenses


3,628



882



344



4,854Due to shareholder and related parties


1,277



(451
)


648



1,474Net cash used in operating activities


(10,326
)


(10,546
)


(222
)


(21,094
)Cash flows used in investing activitiesAdditions to oil and gas properties


(33,038
)


(31,062
)


(1,565
)


(65,665
)Note receivable  related party


(2,494
)










(2,494
)Additions to furniture and equipment


(134
)


(553
)






(687
)Restricted cash






(1,077
)






(1,077
)Net cash used in investing activities


(35,666
)


(32,692
)


(1,565
)


(69,923
)Cash flows from financing activitiesProceeds from the sale of common stock


300



35,442







35,742Proceeds from common stock subscribed


2,858











2,858Proceeds from the issuance of notes payable


31,550











31,550Borrowing on short-term notes payable


500











500Proceeds from related party borrowings


275











275Proceeds from the exercise of warrants






1,000







1,000Cash received upon recapitalization and merger






21







21Proceeds from issuance of convertible notes






17,795



3,037



20,832Offering and financing costs






(1,638
)






(1,638
)Net cash provided by financing activities


35,483



52,620



3,037



91,140Effect of exchange rate changes on cash


(3
)










(3
)Net (decrease) increase in cash and cash equivalents


(10,512
)


9,382



1,250



120Cash and cash equivalents, beginning of period


10,632



1,250







Cash and cash equivalents, end of period

$
120


$
10,632


$
1,250


$
120Supplemental schedule of cash flow informationCash paid for interest

$
473


$
1,028


$



$
1,501Cash paid for income taxes

$



$



$



$
Supplemental disclosures of non-cash investing and financing
    activitiesShares issued for expenditures advanced

$



$



$
100


$
100Contracts for oil and gas properties

$
1,750


$
6,261


$
5,513


$
13,524Shares issued for debt conversion

$



$
22,032


$



$
22,032Shares issued for commissions on offerings

$



$
2,900


$



$
2,900Shares issued for property

$
81,000


$



$



$
81,000Shares issued for property and finders fee on property

$
7,444


$
2,200


$



$
9,644Warrants issued for debt

$
4,670


$



$



$
4,670Non-cash uses of notes payable and accounts payable and accrued
    liabilities

$
26,313


$



$



$
26,313Convertible debt issued for property

$



$
1,200


$



$
1,200    45




---



##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Note 1 
    Organization
    and Basis of Presentation    Accounting and Reporting by Development Stage Enterprises.
          Net cash acquired

$
21Other current assets


22Liabilities assumed


(449
)Value of 28,700,000 Digital Shares

$
(406
)   Note 2 
    Summary
    of Significant Accounting Policies  Basis of Accounting.
 46




---



##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or and/or
    Use of Estimates.
      Reclassifications.
  Cash and Cash Equivalents.
  Accounts Receivable. Oil and gas
    receivables. Oil and gas receivables
  Joint Interest Billings. Joint interest
    billings
 47




---



##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Restricted Cash.
  Concentration of Credit Risk.
  Oil and Gas Properties.
    Asset Retirement Obligation. Accounting
    for Asset Retirement Obligations field-by-field
  Property and Equipment.
  Impairment. Accounting for
    the Impairment and Disposal of Long-Lived Assets, Regulation S-X Rule 4-10, Financial Accounting and Reporting for Oil and Gas Producing
    Activities Pursuant to the Federal Securities Laws and the
    Energy Policy and Conversion Act of 1975 (Rule 4-10). Rule 4-10
 48




---



##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    The present value of estimated future net revenues computed by
    applying current prices of oil and gas reserves to estimated
    future production of proved oil and gas reserves as of the
    balance sheet date less estimated future expenditures to be
    incurred in developing and producing those proved reserves to be
    computed using a discount factor of 10%; plus
    The cost of properties not being amortized; plus
    The lower of cost or estimated fair value of unproven properties
    included in the costs being amortized; less
    Income tax effects related to differences between the book and
    tax basis of the properties.    Fair Value.
    Off Balance Sheet Arrangements.
  Revenue Recognition.
  Comprehensive Loss.
  Income Taxes. Accounting for Income Taxes
    Loss per Common Share.
 49




---



##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Share Based Compensation. Share-Based Payment Accounting for Stock-Based Compensation Accounting for Stock Issued to Employees
  Accounting
    for Stock Issued to Employees
  EITF 96-18, Accounting for Equity Instruments That Are Issued to Other
    Than Employees for Acquiring, or in Conjunction with Selling,
    Goods or Services
    Year Ended September 30,2006


2005Net loss as reported

$
(20,692
)

$
(2,119
)Add stock based compensation included in reported loss


9,189



823Deduct stock based compensation expense determined under fair
    value method


(9,189
)


(1,202
)Pro-forma net loss

$
(20,692
)

$
(2,498
)Net loss per share, as reported

$
(0.14
)

$
(0.02
)Net loss per share, Pro-forma

$
(0.14
)

$
(0.02
)   Recently Issued Accounting Pronouncements. Noncontrolling
    Interests in Consolidated Financial Statements  an
    amendment of ARB No. 51
 50




---



##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Business
    Combinations
  The Fair Value Option
    for Financial Assets and Financial Liabilities
  Fair Value
    Measurements
  Accounting for Uncertainty in Income Taxes Accounting for Income Taxes.
  Note 3 
    Agreements
    with MAB Resources LLC    The Development Agreement.
 51




---



##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                Project development
    costs  related party.
  The Consulting Agreement.
     52




---



##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              Business Combinations
        
    By $8.0 million in exchange for 16.0 million shares of
    our common stock with a value of $3.7 million based on the
    closing price of $0.23 per share at November 15, 2007 and
    warrants to acquire 32.0 million shares of our common stock
    at $0.50 per share. The warrants expire on November 14,
    2009;
    By $2.5 million in exchange for our release of MABs
    obligation to pay the equivalent amount as guarantor of the
    performance of Galaxy Energy Corporation under the subordinated
    unsecured promissory note dated August 31, 2007 (see
    Note 11);
    A reduction to the note payable to MAB of $0.5 million for
    cash payments to be made by us subsequent to September 30,
    2007. 53




---



##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         Note 4 
    Oil and
    Gas Properties     54




---



##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007


2006


2005


Previous


TotalUnited States:Acquisition costs

$
64,688


$
10,722


$
5,363


$



$
80,773Exploration costs


15,807



172



3







15,982Development costs


















Capitalized interest


955















955Total


81,450



10,894



5,366







97,710Australia:Acquisition costs


6,450



5,542











11,992Exploration costs


10,913



612











11,525Development costs


















Capitalized interest


52















52Total


17,415



6,154











23,569Acquisition costs


71,138



16,264



5,363







92,765Exploration costs


26,720



784



3







27,507Development costs


















Capitalized interest


1,007















1,007Total

$
98,865


$
17,048


$
5,366


$



$
121,279     2007


2006


2005


Previous


TotalUnited States:Buckskin Mesa

$
34,569


$
4,793


$
5,366


$



$
44,728Piceance II


39,232



5,126











44,358Sugarloaf


7,029















7,029Total Piceance Basin


80,830



9,919



5,366







96,115Bear Creek


620



975











1,595Total United States


81,450



10,894



5,366







97,710Australia:Beetaloo


17,415



6,154











23,569Total

$
98,865


$
17,048


$
5,366


$



$
121,279     PICEANCE
    BASIN
  Buckskin Mesa Project.
 55




---



##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  30-day
      Piceance II Project.
   56




---



##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Joint interest billings Joint interest billings
      Joint interest billings
    Joint
    interest billings
  Joint interest
    billings
 57




---



##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    South Bronco Project.
  Sugarloaf Project.
  Shares


Price


Consideration($ in thousands)Closing:Cash









$
100Contract payable










2,900Common shares


2,428


$
1.70



4,127Total


2,428







7,127Amendments:Common shares


572



1.72



984Common shares


475



1.29



613Common shares


525



0.51



268Common shares


4,000



0.23



920Additional common shares


5,572







2,785Cash










288Accrued liabilities










427Total additional consideration










3,500Total Maralex acquisition costs


8,000






$
10,627   Contract payable  oil and gas properties
   58




---



##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Contract
    payable  oil and gas properties
    Gibson Gulch Project.
      AUSTRALIA
  Australia Project.
   59




---



##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Beetaloo Project.
      Gippsland and Otway Project.
    Northwest Shelf Project.
  POWDER
    RIVER BASIN
       60




---



##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        MONTANA
    COALBED METHANE
  Bear Creek Project.
    HEAVY
    OIL
  Sale of Heavy Oil Projects.
 61




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##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      West Rozel Project.
  Fiddler Creek Project.
    Promised Land Project.
 62




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##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Summary.
  2007


2006Oil and gas properties, at cost, full cost methodUnprovedUnited States

$
107,239


$
39,906Australia


23,569



6,106Proved


57,168



Total


187,976



46,012Less accumulated depreciation, depletion, amortization and
    impairment


(25,133
)


(39
)Total

$
162,843


$
45,973       2007


2006


2005Depreciation, depletion and amortization of oil and gas
    properties

$
1,040


$
39


$
Depreciation of furniture and equipment


192



32



Accretion of asset retirement obligation


13



2



Total


1,245



73



Depreciation, depletion and amortization per thousand cubic feet
    of natural gas equivalent

$
2.27


$
6.71


$
      63




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##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 5 
    Furniture
    and Equipment    2007


2006Furniture and equipment

$
748


$
582Less accumulated depreciation


(179
)


(32
)Total

$
569


$
550     Note 6 
    Asset
    Retirement Obligation        2007


2006Beginning asset retirement obligation

$
522


$
Liabilities incurred


30



520Liabilities settled






Revisions to estimates


(429
)


Accretion expense


13



2Ending asset retirement obligation

$
136


$
522   Note 7 
    Contract
    Payable  Contract payable 
    oil and gas properties
 64




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##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Note 8 
    Notes
    Payable    2007


2006Short-term notes payable:Global Project Finance AG

$
500


$
Vendor


4,050



Flatiron Capital Corp.


117



Short-term notes payable

$
4,667


$
Convertible notes payable

$
400


$
400Subordinated notes payable  related party:Bruner Family Trust

$
275


$
MAB


12,530



Less current portion


(3,755
)


Subordinated notes payable  related party

$
9,050


$
Long-term notes payable  net of discount:Global Project Finance AG

$
31,550


$
Vendor


250



Less current portion


(120
)


Discount on notes payable


(3,736
)


Long-term notes payable  net of discount

$
27,944


$
   Short 
    Term Notes Payable
  Global Project Finance AG.
  Vendor.
 65




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##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Flatiron Capital Corp.
  Convertible
    Notes Payable
      Notes
    Payable-Related
    Party
  MAB Consulting.
    Bruner Family Trust.
   66




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##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Long-Term
    Notes Payable
  Credit Facility  Global.
       67




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##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Vendor
    Long-term Notes Payable
    Principal
    Payments
    September 30,

Principal2008

$
3,8752009


17,8302010


19,5252011


2,7002012


675Total

$
44,605  68




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##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 9 
    Stockholders
    Equity  Common Stock.
  
    2.4 million shares at $1.70 per share for purchases of oil
    and gas properties
    50.0 million shares at $1.62 per share for the acquisition
    of oil and gas properties to related party
    0.3 million shares at $1.49 per share for the acquisition
    of oil and gas properties and transaction finance costs
    0.1 million shares at $1.65 per share for commission on
    convertible debt issue
    0.6 million shares at $1.72 per share for purchases of oil
    and gas properties
    0.5 million shares at $1.29 per share for transaction
    finance costs
    0.6 million shares at $0.70 per share for cash and
    transaction finance costs
    0.5 million shares at $0.51 per share for transaction
    finance costs
    4.0 million shares at $0.23 per share for transaction
    finance costs.    
    3.0 million shares, valued at $0.50 per share, as partial
    consideration for the acquisition of oil and gas properties
    3.4 million shares, valued at $0.50 per share, as
    consideration for a finders fee on an oil and gas prospect
    2.8 million shares valued at $0.50 per share, as partial
    consideration for finders fees on the sale of convertible
    debt
    44.1 million shares at $0.50 per share, for conversion of
    convertible debt (see Note 8)
    28.7 million shares pursuant to the share exchange
    agreement with GSL (see Note 1)
    35.4 million shares pursuant to the sale of units at $1.00
    per unit to accredited investors pursuant to a private placement
    memorandum. Each unit consists of one share of common stock and
    a warrant to purchase one share of common share for a period of
    five years at $1.00 per share.
    1.5 million shares valued at $1.00 per share, as partial
    consideration for finders fees on the sale of
    $1.00 units in the private placement.
    1.0 million shares for exercise of warrants at $1.00 per
    share.  Common Stock Subscribed.
   69




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##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Common Stock
    Subscribed
  Note 10 
    Compensation
    Plan  Stock Option Plan.
    Weighted-Number of


AverageShares


Exercise PriceOptions outstanding  June 20, 2005





$
Granted


19,000


$
0.50Options outstanding  September 30, 2005


19,000


$
0.50Granted


13,295


$
2.10Forfeited





$
Expired





$
Options outstanding  September 30, 2006


32,295


$
1.16Granted


4,020


$
0.76Forfeited


(11,350
)

$
0.69Expired





$
Options outstanding  September 30, 2007


24,965


$
1.31    70




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##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted-Number of


AverageShares


Fair ValueNon-vested  June 20, 2005





$
Granted


19,000


$
0.32Vested


(3,800
)

$
0.32Forfeited





$
Expired





$
Non-vested  September 30, 2005


15,200


$
0.32Granted


13,295


$
1.23Vested


(6,459
)

$
1.28Forfeited





$
Expired





$
Non-vested  September 30, 2006


22,036


$
1.27Granted


4,020


$
0.39Vested


(7,138
)

$
0.55Forfeited


(8,710
)

$
1.20Expired





$
Non-vested  September 30, 2007


10,208


$
0.62       2007

2006

2005Expected option term  years

1-5

5

5Weighted-average risk-free interest rate

4.2%-4.9%

4.2%-4.9%

4.2%Expected dividend yield

0

0

0Weighted-average volatility

62%-74%

74%

74%    71




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##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Stock Options OutstandingWeighted-AverageNumber of


Remaining


Weighted-Average


AggregateOptions


Contractual Life


Exercise Price per


IntrinsicRange of Exercise Price

Outstanding


(In Years)


Share


Value$0.19 - 0.49


1,850



4.9


$
0.34


$
0.50 - 0.99


9,670



3.0



0.51



1.0 - 1.99


1,500



4.4



1.29



32.00


11,945



3.9



2.10



24,965



3.6


$
1.31


$
   Stock Options ExercisableWeighted-AverageNumber of


Remaining


Weighted-Average


AggregateOptions


Contractual Life


Exercise Price per


IntrinsicRange of Exercise Price

Exercisable


(In Years)


Share


Value$0.19 - 0.49


595



4.9


$
0.28


$
0.50 - 0.99


8,334



2.9



0.50



1.0 - 1.99


600



4.4



1.34



32.00


5,228



3.9



2.10



14,757



3.4


$
1.09


$
   Deferred Stock-Based Compensation.
    Weighted-Number of


AverageShares


Exercise PriceOptions outstanding  September 30, 2006





$
Granted


10,145


$
0.50Forfeited


(250
)

$
0.50Options outstanding  September 30, 2007


9,895


$
0.50Options exercisable  September 30, 2007


5,937


$
0.50  72




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##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted-Number of


AverageShares


Fair ValueNon-vested, September 30, 2006






Granted


10,145


$
0.45Vested


(6,087
)

$
0.45Forfeited


(100
)

$
0.01Expired






Non-vested  September 30, 2007


3,958


$
0.21     Compensation
    Expense
  EITF 96-18,
  Warrants.
  2007


2006Number of warrants


51,063



34,443Exercise price

$
0.31 - $2.10


$
1.00Expiration date


2011-2012



2011       Note 11 
    Related
    Party Transactions  MAB.
 73




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##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Project development
    costs  related party
          Galaxy.  Note receivable- related part
  Due from related parties.
  Falcon Oil and Gas.
 74




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##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Officers. General and administrative
  Note 12 
    Income
    Taxes    Year Ended September 30,2007


2006


2005Current taxes

$



$



$
Deferred taxes


(17,938
)


(6,850
)


(835
)Less: valuation allowance


17,938



6,850



835Net income tax provision (benefit)

$



$



$
     Year Ended September 30,2007


2006


2005Federal statutory income tax rate


(35.0
)%


(35.0
)%


(35.0
)%State income taxes, net of federal benefit


(2.97
)%


(3.25
)%


(3.25
)%Permanent differences  disallowed interest on
    convertible debt


0.81
%


5.20
%


0.07
%Increase in valuation allowance


37.16
%


33.05
%


38.18
%Net income tax provision (benefit)










     September 30,2007


2006Deferred tax assets:Federal and state net operating loss carryovers

$
20,964


$
6,640Asset retirement obligations


51



200Stock compensation


6,769



3,830Accrued vacation


9



Transfer fees


3



Accrued interest


2,053



Deferred tax asset

$
29,849


$
10,670Deferred tax liabilities:Oil and gas properties and property and equipment


(4,226
)


(2,985
)Net deferred tax asset


25,623



7,685Less: valuation allowance


(25,623
)


(7,685
)Deferred tax liability

$



$
  75




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##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Note 13 
    Commitments
    and Contingencies  Environmental. and/or
  Contingencies. Accounts payable Notes payable  short
    term Accrued interest payable
  and/or
  Commitments
  Operating Leases.
 76




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##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Year EndedSeptember 30,2008

$
2052009


3122010


3222011


2002012


     Delay Rentals.
  Work Commitments.
  Note 14 
    Subsequent
    Events          and/or
 77




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##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                    Joint interest billings
     78




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##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 15 
    Disclosures
    about Oil and Gas Producing Activities  Costs Incurred in Oil and Gas Producing
    Activities.
  Year Ended September 30,2007


2006


2005Development

$
9,654


$



$
Exploration


28,952



13,184



165Acquisitions:Proved


3,948







Unproved


99,409



25,076



7,066Total

$
141,963


$
38,260


$
7,231Capitalized costs associated with asset retirement obligation

$
30


$
520


$
   Oil and Gas Reserve Quantities
    (Unaudited).
     79




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##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended September 30,2007


2006


2005Oil or





Oil or





Oil orCondensate


Gas


Condensate


Gas


Condensate


Gas(Bbl)


(Mcf)


(Bbl)


(Mcf)


(Bbl)


(Mcf)Developed and undeveloped:Beginning of year






















Extensions and discoveries


131,174



10,820,228















Purchases of minerals in place






3,335,933















Production


(137
)


(456,740
)






(5,822
)






Revisions to previous estimates














5,822







End of year


131,037



13,699,421















Proved developed reserves:Beginning of year






















End of year


8,873



13,699,421















   Standardized Measure of Discounted Future Net Cash Flows
    (Unaudited). Disclosures about
    Oil and Gas Producing Activities
        As of September 30,2007


2006


2005Gas (per Mcf)

$
4.80


$



$
Oil (per Bbl)

$
62.61


$



$
  80




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##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    As of September 30,2007


2006


2005Future cash inflows

$
73,998


$



$
Future production costs


(18,394
)






Future development costs


(10,648
)






Future net cash flows


44,956







10% annual discount


(25,091
)






Standardized measure of discounted future net cash flows

$
19,865


$



$
     Year Ended September 30,2007


2006


2005Standardized measure, beginning of year

$



$



$
Sales of oil and gas produced, net of production costs


(2,027
)






Extensions and discoveries, net of production costs


17,266







Purchases of minerals in place


4,626







Standardized measure, end of year

$
19,865


$



$
   Note 16 
    Quarterly
    Financial Information (Unaudited)    Restated


Restated


Restated2007

First


Second


Third


FourthTotal operating revenues

$
449


$
989


$
847


$
535Operating loss


(10,736
)


(8,267
)


(6,239
)


(17,919
)Net loss


(10,555
)


(10,265
)


(7,079
)


(21,912
)Basic and diluted net loss per common share

$
(0.05
)

$
(0.05
)

$
(0.03
)

$
(0.11
)   2006

First


Second


Third


FourthTotal operating revenues

$



$



$



$
36Operating loss

$
(1,411
)

$
(1,978
)

$
(3,180
)

$
(11,640
)Net loss

$
(1,599
)

$
(2,477
)

$
(4,475
)

$
(12,141
)Basic and diluted net loss per common share

$
(0.02
)

$
(0.02
)

$
(0.03
)

$
(0.07
)     81




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##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  As Reported


As Reported


As ReportedAs Reported 2007

First


Second


ThirdTotal operating revenues

$
449


$
889


$
847Operating loss

$
(5,836
)

$
(3,867
)

$
(5,139
)Net loss

$
(5,855
)

$
(5,865
)

$
(6,679
)Basic and diluted net loss per common share

$
(0.03
)

$
(0.03
)

$
(0.03
)   Statements of Operations Restatements.
  Regulation S-X, Article 4-10.
  Form 10-Q.
    Balance Sheet Restatements. Accounts payable and accrued expenses Oil and gas properties
  Accounts payable and accrued expenses Accounts payable and accrued
    expenses Notes payable 
    short-term
 82




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##### Table of Contents



PETROHUNTER
    ENERGY CORPORATION
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Notes payable  net of
    discount Additional
    paid-in-capital Deferred
    financing costs Accounts payable and accrued expenses
  Accounts payable and accrued expenses. Accounts payable and accrued expenses Notes payable  short-term
  Statements of Operations Restatements above, Oil and gas
    receivables  net
 83




---



##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE      Regulation S-B.
  Form 8-K Form 8-K.
  Regulation S-B.
  ITEM 9A.
    CONTROLS
    AND PROCEDURES  Evaluation
    of Disclosure Controls and Procedures
  Rule 13a-15(e)
  Form 10-K,
         84




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##### Table of Contents



Changes
    in Internal Controls Over Financial Reporting
    ITEM 9B.
    OTHER
    INFORMATION    PART III
  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE    ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES   85




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##### Table of Contents



PART IV
  ITEM 15.
    EXHIBITS  RegulationS-K Number

Exhibit2
.1

Stock Exchange Agreement dated February 10, 2006 by and
    among Digital Ecosystems Corp., GSL Energy Corporation, MABio
    Materials Corporation and MAB Resources LLC (incorporated by
    reference to Exhibit 10.8 to the Companys quarterly
    report on
    Form 10-QSB
    for the quarter ended December 31, 2005, filed
    February 16, 2006)2
.2

Amendment No. 1 to Stock Exchange Agreement dated
    March 31, 2006 (incorporated by reference from
    Exhibit 10.1 to the Companys current report on
    Form 8-K
    dated March 31, 2006, filed April 7, 2006)2
.3

Amendment No. 5 to Stock Exchange Agreement dated
    May 12, 2006 (incorporated by reference from
    Exhibit 10.1 to the Companys current report on
    Form 8-K
    dated May 12, 2006, filed May 15, 2006)2
.4

Purchase and Sale Agreement dated December 29, 2006 between
    Dolphin Energy Corporation and Galaxy Energy Corporation and
    PetroHunter Operating Company and PetroHunter Energy Corporation
    (incorporated by reference to Exhibit 2.1 to the
    Companys current report on
    Form 8-K
    dated December 29, 2006, filed January 4, 2007)2
.5

Second Amendment to Purchase and Sale Agreement dated
    February 28, 2007 (incorporated by reference to
    Exhibit 2.2 to the Companys amended current report on
    Form 8-K
    dated December 29, 2006, filed March 2, 2007)2
.6

Partial Assignment of Contract and Guarantee between PetroHunter
    Energy Corporation, PetroHunter Operating Company and MAB
    Resources LLC, dated March 21, 2007 (incorporated by
    reference to Exhibit 2.1 to the Companys current
    report on
    Form 8-K
    dated March 21, 2007, filed March 22, 2007)2
.7

Third Amendment to Purchase and Sale Agreement dated
    March 30, 2007 (incorporated by reference to
    Exhibit 2.3 to the Companys amended current report on
    Form 8-K
    dated December 29, 2006, filed April 2, 2007)2
.8

Fourth Amendment to Purchase and Sale Agreement dated
    April 30, 2007 (incorporated by reference to
    Exhibit 2.4 to the Companys amended current report on
    Form 8-K
    dated December 29, 2006, filed May 1, 2007)2
.9

Fifth Amendment to Purchase and Sale Agreement dated
    May 31, 2007 (incorporated by reference to Exhibit 2.5
    to the Companys amended current report on
    Form 8-K
    dated December 29, 2006, filed June 1, 2007)2
.10

Sixth Amendment to Purchase and Sale Agreement dated
    June 30, 2007 (incorporated by reference to
    Exhibit 2.6 to the Companys amended current report on
    Form 8-K
    dated December 29, 2006, filed July 2, 2007)2
.11

Seventh Amendment to Purchase and Sale Agreement dated
    July 31, 2007 (incorporated by reference to
    Exhibit 2.7 to the Companys amended current report on
    Form 8-K
    dated December 29, 2006, filed August 2, 2007)3
.1

Articles of Incorporation (incorporated by reference to
    Exhibit A to the Information Statement filed July 17,
    2006)3
.2

Bylaws (incorporated by reference to Exhibit B to the
    Information Statement filed July 17, 2006)10
.1

Business Consultant Agreement dated October 1, 2005
    (incorporated by reference to Exhibit 10.1 to the
    Companys current report on
    Form 8-K
    dated October 1, 2005, filed October 28, 2005)10
.2

Marketing Management Contract dated October 15, 2005
    (incorporated by reference to Exhibit 10.1 to the
    Companys current report on
    Form 8-K
    dated October 1, 2005, filed October 28, 2005)10
.3

Loan Agreement with Carnavon Trust Reg. dated for reference
    October 11, 2005 (incorporated by reference to
    Exhibit 10.3 to the Companys quarterly report on
    Form 10-QSB
    for the quarter ended September 30, 2005, filed
    November 21, 2005) 86




---



##### Table of Contents



RegulationS-K Number

Exhibit10
.4

Loan Agreement with Carnavon Trust Reg. dated for reference
    December 5, 2005 (incorporated by reference to
    Exhibit 10.6 to the Companys quarterly report on
    Form 10-QSB
    for the quarter ended December 31, 2005, filed
    February 16, 2006)10
.5

Loan Agreement with Carnavon Trust Reg. dated for reference
    February 2, 2006 (incorporated by reference to
    Exhibit 10.7 to the Companys quarterly report on
    Form 10-QSB
    for the quarter ended December 31, 2005, filed
    February 16, 2006)10
.6

2005 Stock Option Plan (incorporated by reference from
    Exhibit 4.1 to the Companys annual report
    Form 10-KSB
    for the fiscal year ending March 31, 2006, filed on
    July 14, 2006)10
.7

Management and Development Agreement between MAB Resources LLC
    and GSL Energy Corporation (Amended and Restated) effective
    July 1, 2005 (incorporated by reference from
    Exhibit 10.4 to the Companys annual report
    Form 10-KSB
    for the fiscal year ending March 31, 2006, filed on
    July 14, 2006)10
.8

Acquisition and Consulting Agreement between MAB Resources LLC
    and PetroHunter Energy Corporation effective January 1,
    2007 (incorporated by reference to Exhibit 10.1 to the
    Companys amended current report on
    Form 8-K
    dated January 9, 2007, filed May 4, 2007)10
.9

Credit and Security Agreement dated as of January 9, 2007
    between PetroHunter Energy Corporation and PetroHunter Operating
    Company and Global Project Finance AG (incorporated by reference
    to Exhibit 10.2 to the Companys current report on
    Form 8-K
    dated January 9, 2007, filed January 11, 2007)10
.10

Credit and Security Agreement dated as of May 21, 2007
    between PetroHunter Energy Corporation and PetroHunter Operating
    Company and Global Project Finance AG (incorporated by reference
    to Exhibit 10.1 to the Companys current report on
    Form 8-K
    dated May 21, 2007, filed May 22, 2007)10
.11

Subordinated Unsecured Promissory Note dated July 31, 2007
    to Bruner Family Trust UTD March 28, 2005
    (incorporated by reference to Exhibit 10.1 to the
    Companys current report on
    Form 8-K
    dated July 31, 2007, filed August 1, 2007)10
.12

Subordinated Unsecured Promissory Note dated September 21,
    2007 to Bruner Family Trust UTD March 28, 2005
    (incorporated by reference to Exhibit 10.1 to the
    Companys current report on
    Form 8-K
    dated September 21, 2007, filed September 27, 2007)10
.13

First Amendment to Acquisition and Consulting Agreement between
    MAB Resources LLC and PetroHunter Energy Corporation dated
    October 18, 2007 (incorporated by reference to
    Exhibit 10.1 to the Companys current report on
    Form 8-K
    dated October 17, 2007, filed October 23, 2007)10
.14

Lori Rappucci Employment Agreement (incorporated by reference to
    Exhibit 10.2 to the Companys current report on
    Form 8-K
    dated October 17, 2007, filed October 23, 2007)10
.15

Purchase and Sale Agreement between PetroHunter Heavy Oil Ltd.
    and Pearl Exploration and Production Ltd. effective
    October 1, 2007 (incorporated by reference to
    Exhibit 10.1 to the Companys current report on
    Form 8-K
    dated November 6, 2007, filed November 7, 2007)10
.16

Securities Purchase Agreement (incorporated by reference to
    Exhibit 10.1 to the Companys current report on
    Form 8-K
    dated November 13, 2007, filed November 15, 2007)10
.17

Form of Debenture (incorporated by reference to
    Exhibit 10.2 to the Companys current report on
    Form 8-K
    dated November 13, 2007, filed November 15, 2007)10
.18

Registration Rights Agreement (incorporated by reference to
    Exhibit 10.3 to the Companys current report on
    Form 8-K
    dated November 13, 2007, filed November 15, 2007)10
.19

Form of Warrant (incorporated by reference to Exhibit 10.4
    to the Companys current report on
    Form 8-K
    dated November 13, 2007, filed November 15, 2007)10
.20

Collateral Pledge and Security Agreement (incorporated by
    reference to Exhibit 10.5 to the Companys current
    report on
    Form 8-K
    dated November 13, 2007, filed November 15, 2007)10
.21

Second Amendment to Acquisition and Consulting Agreement between
    MAB Resources LLC and PetroHunter Energy Corporation dated
    November 15, 2007 (incorporated by reference to
    Exhibit 10.1 to the Companys current report on
    Form 8-K
    dated November 15, 2007, filed November 16, 2007) 87




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##### Table of Contents



RegulationS-K Number

Exhibit10
.22

Charles B. Crowell Employment Agreement (incorporated by
    reference to Exhibit 10.1 to the Companys current
    report on
    Form 8-K
    dated January 4, 2008, filed January 10, 2008)10
.23

Third Amendment to Acquisition and Consulting Agreement between
    MAB Resources LLC and PetroHunter Energy Corporation16
.1

Letter from Telford Sadovnick, P.L.L.C. (incorporated by
    reference to Exhibit 16.1 to the Companys amended
    current report on
    Form 8-K
    dated August 21, 2006, filed September 8, 2006)21
.1

Subsidiaries of the Registrant31
.1

Rule 13a-14(a)
    Certification of Charles B. Crowell31
.2

Rule 13a-14(a)
    Certification of Lori Rappucci32
.1

Certification of Charles B. Crowell pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 200232
.2

Certification of Lori Rappucci pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002  88




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##### Table of Contents



SIGNATURES
    PETROHUNTER ENERGY CORPORATION
  By:
    /s/  Charles
    B. Crowell         Signature

Title

Date/s/  Charles
    B. CrowellCharles
    B. Crowell

Chairman and Chief Executive Officer and Director
    (Principal Executive Officer)

January 15, 2008/s/  Lori
    RappucciLori
    Rappucci

Vice President and
    Chief Financial Officer 
    (Principal Financial and Accounting Officer)

January 15, 2008/s/  Carmen
    J. LotitoCarmen
    J. Lotito

Director

January 15, 2008/s/  Martin
    B. OringMartin
    B. Oring

Director

January 15, 2008/s/  Matthew
    R. SilvermanMatthew
    R. Silverman

Director

January 15, 2008/s/  Anthony
    K. YeatsAnthony
    K. Yeats

Director

January 15, 2008  89




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##### Table of Contents



EXHIBIT
    INDEX
  RegulationS-K Number

Exhibit2
.1

Stock Exchange Agreement dated February 10, 2006 by and
    among Digital Ecosystems Corp., GSL Energy Corporation, MABio
    Materials Corporation and MAB Resources LLC (incorporated by
    reference to Exhibit 10.8 to the Companys quarterly
    report on
    Form 10-QSB
    for the quarter ended December 31, 2005, filed
    February 16, 2006)2
.2

Amendment No. 1 to Stock Exchange Agreement dated
    March 31, 2006 (incorporated by reference from
    Exhibit 10.1 to the Companys current report on
    Form 8-K
    dated March 31, 2006, filed April 7, 2006)2
.3

Amendment No. 5 to Stock Exchange Agreement dated
    May 12, 2006 (incorporated by reference from
    Exhibit 10.1 to the Companys current report on
    Form 8-K
    dated May 12, 2006, filed May 15, 2006)2
.4

Purchase and Sale Agreement dated December 29, 2006 between
    Dolphin Energy Corporation and Galaxy Energy Corporation and
    PetroHunter Operating Company and PetroHunter Energy Corporation
    (incorporated by reference to Exhibit 2.1 to the
    Companys current report on
    Form 8-K
    dated December 29, 2006, filed January 4, 2007)2
.5

Second Amendment to Purchase and Sale Agreement dated
    February 28, 2007 (incorporated by reference to
    Exhibit 2.2 to the Companys amended current report on
    Form 8-K
    dated December 29, 2006, filed March 2, 2007)2
.6

Partial Assignment of Contract and Guarantee between PetroHunter
    Energy Corporation, PetroHunter Operating Company and MAB
    Resources LLC, dated March 21, 2007 (incorporated by
    reference to Exhibit 2.1 to the Companys current
    report on
    Form 8-K
    dated March 21, 2007, filed March 22, 2007)2
.7

Third Amendment to Purchase and Sale Agreement dated
    March 30, 2007 (incorporated by reference to
    Exhibit 2.3 to the Companys amended current report on
    Form 8-K
    dated December 29, 2006, filed April 2, 2007)2
.8

Fourth Amendment to Purchase and Sale Agreement dated
    April 30, 2007 (incorporated by reference to
    Exhibit 2.4 to the Companys amended current report on
    Form 8-K
    dated December 29, 2006, filed May 1, 2007)2
.9

Fifth Amendment to Purchase and Sale Agreement dated
    May 31, 2007 (incorporated by reference to Exhibit 2.5
    to the Companys amended current report on
    Form 8-K
    dated December 29, 2006, filed June 1, 2007)2
.10

Sixth Amendment to Purchase and Sale Agreement dated
    June 30, 2007 (incorporated by reference to
    Exhibit 2.6 to the Companys amended current report on
    Form 8-K
    dated December 29, 2006, filed July 2, 2007)2
.11

Seventh Amendment to Purchase and Sale Agreement dated
    July 31, 2007 (incorporated by reference to
    Exhibit 2.7 to the Companys amended current report on
    Form 8-K
    dated December 29, 2006, filed August 2, 2007)3
.1

Articles of Incorporation (incorporated by reference to
    Exhibit A to the Information Statement filed July 17,
    2006)3
.2

Bylaws (incorporated by reference to Exhibit B to the
    Information Statement filed July 17, 2006)10
.1

Business Consultant Agreement dated October 1, 2005
    (incorporated by reference to Exhibit 10.1 to the
    Companys current report on
    Form 8-K
    dated October 1, 2005, filed October 28, 2005)10
.2

Marketing Management Contract dated October 15, 2005
    (incorporated by reference to Exhibit 10.1 to the
    Companys current report on
    Form 8-K
    dated October 1, 2005, filed October 28, 2005)10
.3

Loan Agreement with Carnavon Trust Reg. dated for reference
    October 11, 2005 (incorporated by reference to
    Exhibit 10.3 to the Companys quarterly report on
    Form 10-QSB
    for the quarter ended September 30, 2005, filed
    November 21, 2005)10
.4

Loan Agreement with Carnavon Trust Reg. dated for reference
    December 5, 2005 (incorporated by reference to
    Exhibit 10.6 to the Companys quarterly report on
    Form 10-QSB
    for the quarter ended December 31, 2005, filed
    February 16, 2006)10
.5

Loan Agreement with Carnavon Trust Reg. dated for reference
    February 2, 2006 (incorporated by reference to
    Exhibit 10.7 to the Companys quarterly report on
    Form 10-QSB
    for the quarter ended December 31, 2005, filed
    February 16, 2006)10
.6

2005 Stock Option Plan (incorporated by reference from
    Exhibit 4.1 to the Companys annual report
    Form 10-KSB
    for the fiscal year ending March 31, 2006, filed on
    July 14, 2006)




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##### Table of Contents



RegulationS-K Number

Exhibit10
.7

Management and Development Agreement between MAB Resources LLC
    and GSL Energy Corporation (Amended and Restated) effective
    July 1, 2005 (incorporated by reference from
    Exhibit 10.4 to the Companys annual report
    Form 10-KSB
    for the fiscal year ending March 31, 2006, filed on
    July 14, 2006)10
.8

Acquisition and Consulting Agreement between MAB Resources LLC
    and PetroHunter Energy Corporation effective January 1,
    2007 (incorporated by reference to Exhibit 10.1 to the
    Companys amended current report on
    Form 8-K
    dated January 9, 2007, filed May 4, 2007)10
.9

Credit and Security Agreement dated as of January 9, 2007
    between PetroHunter Energy Corporation and PetroHunter Operating
    Company and Global Project Finance AG (incorporated by reference
    to Exhibit 10.2 to the Companys current report on
    Form 8-K
    dated January 9, 2007, filed January 11, 2007)10
.10

Credit and Security Agreement dated as of May 21, 2007
    between PetroHunter Energy Corporation and PetroHunter Operating
    Company and Global Project Finance AG (incorporated by reference
    to Exhibit 10.1 to the Companys current report on
    Form 8-K
    dated May 21, 2007, filed May 22, 2007)10
.11

Subordinated Unsecured Promissory Note dated July 31, 2007
    to Bruner Family Trust UTD March 28, 2005
    (incorporated by reference to Exhibit 10.1 to the
    Companys current report on
    Form 8-K
    dated July 31, 2007, filed August 1, 2007)10
.12

Subordinated Unsecured Promissory Note dated September 21,
    2007 to Bruner Family Trust UTD March 28, 2005
    (incorporated by reference to Exhibit 10.1 to the
    Companys current report on
    Form 8-K
    dated September 21, 2007, filed September 27, 2007)10
.13

First Amendment to Acquisition and Consulting Agreement between
    MAB Resources LLC and PetroHunter Energy Corporation dated
    October 18, 2007 (incorporated by reference to
    Exhibit 10.1 to the Companys current report on
    Form 8-K
    dated October 17, 2007, filed October 23, 2007)10
.14

Lori Rappucci Employment Agreement (incorporated by reference to
    Exhibit 10.2 to the Companys current report on
    Form 8-K
    dated October 17, 2007, filed October 23, 2007)10
.15

Purchase and Sale Agreement between PetroHunter Heavy Oil Ltd.
    and Pearl Exploration and Production Ltd. effective
    October 1, 2007 (incorporated by reference to
    Exhibit 10.1 to the Companys current report on
    Form 8-K
    dated November 6, 2007, filed November 7, 2007)10
.16

Securities Purchase Agreement (incorporated by reference to
    Exhibit 10.1 to the Companys current report on
    Form 8-K
    dated November 13, 2007, filed November 15, 2007)10
.17

Form of Debenture (incorporated by reference to
    Exhibit 10.2 to the Companys current report on
    Form 8-K
    dated November 13, 2007, filed November 15, 2007)10
.18

Registration Rights Agreement (incorporated by reference to
    Exhibit 10.3 to the Companys current report on
    Form 8-K
    dated November 13, 2007, filed November 15, 2007)10
.19

Form of Warrant (incorporated by reference to Exhibit 10.4
    to the Companys current report on
    Form 8-K
    dated November 13, 2007, filed November 15, 2007)10
.20

Collateral Pledge and Security Agreement (incorporated by
    reference to Exhibit 10.5 to the Companys current
    report on
    Form 8-K
    dated November 13, 2007, filed November 15, 2007)10
.21

Second Amendment to Acquisition and Consulting Agreement between
    MAB Resources LLC and PetroHunter Energy Corporation dated
    November 15, 2007 (incorporated by reference to
    Exhibit 10.1 to the Companys current report on
    Form 8-K
    dated November 15, 2007, filed November 16, 2007)10
.22

Charles B. Crowell Employment Agreement (incorporated by
    reference to Exhibit 10.1 to the Companys current
    report on
    Form 8-K
    dated January 4, 2008, filed January 10, 2008)10
.23

Third Amendment to Acquisition and Consulting Agreement between
    MAB Resources LLC and PetroHunter Energy Corporation16
.1

Letter from Telford Sadovnick, P.L.L.C. (incorporated by
    reference to Exhibit 16.1 to the Companys amended
    current report on
    Form 8-K
    dated August 21, 2006, filed September 8, 2006)21
.1

Subsidiaries of the registrant31
.1

Rule 13a-14(a)
    Certification of Charles B. Crowell31
.2

Rule 13a-14(a)
    Certification of Lori Rappucci32
.1

Certification of Charles B. Crowell pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 200232
.2

Certification of Lori Rappucci pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002