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: November 30, 2009

                                       or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                  For the transition period from _____ to _____

                        Commission File Number: 000-52721

                               FOX PETROLEUM INC.
             ______________________________________________________
             (Exact name of registrant as specified in its charter)

             NEVADA                                                  N/A
________________________________                             ___________________
(State or other  jurisdiction of                                (IRS Employer
 incorporation or organization)                              Identification No.)

                 64 KNIGHTSBRIDGE, LONDON, ENGLAND, UK SW1X 7JF
               ___________________________________________________
               (Address of principal executive offices) (Zip Code)

                                 44-207-590-9630
              ____________________________________________________
              (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.                               Yes [X]  No [ ]

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

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

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

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

                      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:  84,668,245  SHARES OF COMMON
STOCK OUTSTANDING AS OF JANUARY 18, 2010


<PAGE>


                                      -ii-


                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION.................................................1
ITEM 1. FINANCIAL STATEMENTS...................................................1
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS..........................................29
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS...........36
ITEM 4T. CONTROLS AND PROCEDURES..............................................36
PART II - OTHER INFORMATION...................................................37
ITEM 1. LEGAL PROCEEDINGS.....................................................37
ITEM 1A. RISK FACTORS.........................................................38
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS...........50
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.......................................51
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................51
ITEM 5. OTHER INFORMATION.....................................................51
ITEM 6. EXHIBITS..............................................................52
SIGNATURES....................................................................58



















<PAGE>


                                      -1-


                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.























                               FOX PETROLEUM INC.

                          (A Development Stage Company)

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                November 30, 2009

                             (STATED IN US DOLLARS)

                                   (UNAUDITED)






















<PAGE>


                                      -2-

<TABLE>
<CAPTION>

                               FOX PETROLEUM INC.
                          (A Development Stage Company)
                       INTERIM CONSOLIDATED BALANCE SHEETS
                     November 30, 2009 and February 28, 2009
                             (STATED IN US DOLLARS)
                                   (UNAUDITED)


                                                         November 30,       February 28,
                                                            2009               2009
                                                        _____________      _____________
<S>                                                     <C>                <C>
                                     ASSETS
Current
   Cash - general                                       $       1,143      $         737
        - restricted                                                -              5,468
   VAT refund and other receivables                                 -            157,718
                                                        _____________      _____________

                                                                1,143            163,923

Oil and gas interests - Note 4                                      -            608,270
                                                        _____________      _____________

                                                        $       1,143      $     772,193
                                                        =============      =============

                                   LIABILITIES
Current
   Accounts payable and accrued liabilities -
      Notes 4, 5, 6 and 8(c)                            $  18,130,265      $  16,585,108
   Due to related parties - Note 6                                  -             34,000
   Notes payable - Note 5                                   5,312,333          4,670,667
                                                        _____________      _____________

                                                           23,442,598         21,289,775
Fees payable in stock and warrants -
   Notes 5(e), 8(b), (d) and (e)                               44,261             67,631
                                                        _____________      _____________

                                                           23,486,859         21,357,406
                                                        _____________      _____________

                                 CAPITAL DEFICIT

Capital stock - Notes 4, 5, 6, 7, and 8
   Authorized:
      90,000,000 common shares, par value $0.001
         per share - Note 8 Issued and outstanding:
      84,818,245  common shares (February 28,
         2009: 69,818,245)                                     84,818             69,818
Additional paid-in capital                                 44,937,395         40,302,395
Subscriptions receivable                                  (26,000,000)       (26,000,000)
Deficit accumulated during the development stage          (42,507,929)       (34,957,426)
                                                        _____________      _____________

                                                        $ (23,485,716)       (20,585,213)
                                                        _____________      _____________

                                                        $       1,143      $     772,193
                                                        =============      =============

Ability to Continue as a Going  Concern -
   Note 2 Commitments - Notes 4, 5, 6, 7, and 8


                             SEE ACCOMPANYING NOTES

</TABLE>


<PAGE>


                                      -3-

<TABLE>
<CAPTION>

                               FOX PETROLEUM INC.
                          (A Development Stage Company)
                  INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
       for the three and nine months ended November 30, 2009 and 2008 and
    for the period November 4, 2004 (Date of Inception) to November 30, 2009
                             (STATED IN US DOLLARS)
                                   (UNAUDITED)


                                                                                                            November 4,
                                                                                                           2004 (Date of
                                             Three months ended                Nine months ended           Inception) to
                                       ______________________________    ______________________________     November 30,
                                                November 30,                      November 30,                  2009
                                           2009             2008             2009             2008          (Cumulative)
                                       _____________    _____________    _____________    _____________    ______________
<S>                                    <C>              <C>              <C>              <C>              <C>

Expenses
   Accounting and audit fees           $      26,500    $      31,409    $      83,726    $     135,718    $      338,381
   Accretion of convertible note                   -          980,324                -        1,073,423         2,575,492
   Advertising and public relations                -           44,428              286          250,669         2,001,045
   Bank charges                                   16            2,192            9,856            9,194            29,868
   Consulting fees -  Notes 6, 8(b)
      and (e)                                 (4,385)        (155,629)         107,189          470,109           742,519
   Filing and transfer agent                       -            6,841            7,352           24,478            49,690
   Finance fees - Notes 5 and 7              207,073        2,919,413        5,275,703        3,648,653         9,712,804
   Foreign exchange loss                     223,243          (14,027)         488,381          (14,027)          415,308
   Insurance                                       -                -                -           45,117            72,590
   Interest on notes payable                 335,755           96,085          527,403          199,613         1,179,648
   Impairment of oil and gas assets          588,270        2,512,468          588,270        2,512,468        10,046,683
   Legal fees                                 10,205          102,349           36,922          211,986           561,848
   Loss on failure to perform obli-
      gations under oil and gas
      commitments - Note 8                         -                -                -                -        12,910,000
   License fees                                    -                -           67,328                -            67,328
   Management fees - Note 6                  139,765          215,906          456,098          444,159         1,307,559
   Mineral property acquisition and
      exploration costs                            -                -                -                -            17,000
   Office and miscellaneous                      927           18,059           27,132          183,128           425,413
   Travel and entertainment                        -           26,394                -           74,708           268,333
                                       _____________    _____________    _____________    _____________    ______________
Loss for the period before other
   items                                  (1,527,369)      (6,786,212)      (7,675,646)      (9,274,396)      (42,721,509)

Other items:
   Gain on recovery of VAT
      receivable                                   -           76,502                -           76,502            78,451
   Gain on recovery of payables -
      Notes 4(a) and (d)                           -                -          125,143                -           125,143
   Interest and other income                       -              130                -              624             9,986
                                       _____________    _____________    _____________    _____________    ______________

Net loss for the period                $  (1,527,369)   $  (6,709,580)   $  (7,550,503)   $  (9,197,270)   $  (42,507,929)
                                       =============    =============    =============    =============    ==============

Basic and diluted loss per share       $       (0.05)   $       (0.38    $       (0.36)   $       (0.52)
                                       =============    =============    =============    =============
Weighted average number of shares
   outstanding                            32,818,245       17,570,992       21,145,518       17,530,609
                                       =============    =============    =============    =============


                             SEE ACCOMPANYING NOTES

</TABLE>


<PAGE>


                                      -4-

<TABLE>
<CAPTION>

                               FOX PETROLEUM INC.
                          (A Development Stage Company)
                  INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
            for the nine months ended November 30, 2009 and 2008 and
    for the period November 4, 2004 (Date of Inception) to November 30, 2009
                             (STATED IN US DOLLARS)
                                   (UNAUDITED)


                                                                                                November 4,
                                                                                               2004 (Date of
                                                                  Nine months ended            Inception) to
                                                            ______________________________     November 30,
                                                                     November 30,                  2009
                                                                2009             2008          (Cumulative)
                                                            _____________     _____________    ______________
<S>                                                         <C>              <C>              <C>

Operating Activities
   Net loss for the period                                  $  (7,550,503)   $   (9,197,270)  $   (42,507,929)
   Donated services and rent                                            -                 -            21,000
   Amortization of deferred financing costs                             -           560,657                 -
   Accretion of convertible debt discount                               -         1,073,423         2,575,492
   Fees payable in stock and warrants                              (7,407)           17,150            37,087
   Finance fees payable in stock and warrants                   4,634,037         2,940,382         8,270,294
   Gain on settlement of amounts payable                         (125,143)                -          (125,143)
   Impairment of oil and gas assets                               588,270         2,512,468        10,046,683
   Gain of VAT receivable written off                                   -           (76,502)          (78,451)
   Change in  non-cash working capital balances related
      to operations:
      VAT refund and other receivables                            157,718           (41,165)           78,451
      Prepaid expenses                                                  -            27,436                 -
      Accounts payable and accrued liabilities                  2,311,966           137,562        18,789,446
                                                            _____________     _____________    ______________

Net cash provided by (used in) operating activities                 8,938        (2,040,859)       (2,893,070)
                                                            _____________     _____________    ______________
Investing Activities
   Proceeds (investment) in oil and gas interests                  20,000        (2,135,176)       (7,702,687)
   Decrease in restricted cash                                      5,468             9,886                 -
                                                            _____________     _____________    ______________

Net cash provided by (used in) investing activities                25,468        (2,125,290)       (7,702,687)
                                                            _____________     _____________    ______________

Financing Activities
   Issuance of common shares                                            -                 -         6,196,900
   (Repayment of) advances from related parties                   (34,000)           20,025                 -
   Deferred financing costs                                             -          (516,000)                -
   Proceeds from notes payable                                          -         4,400,000         4,400,000
                                                            _____________     _____________    ______________

Net cash provided by (used in) financing activities               (34,000)        3,904,025        10,598,900
                                                            _____________     _____________    ______________

Increase (decrease) in cash  during the period                        406          (262,124)            1,143

Cash, beginning of period                                             737           271,601                 -
                                                            _____________     _____________    ______________

Cash, end of period                                         $       1,143    $        9,477   $         1,143
                                                            =============    ==============    ==============

Supplemental Cash Flow Information - Note 9


                             SEE ACCOMPANYING NOTES

</TABLE>


<PAGE>


                                      -5-

<TABLE>
<CAPTION>

                               FOX PETROLEUM INC.
                          (A Development Stage Company)
 INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)
    for the period November 4, 2004 (Date of Inception) to November 30, 2009
                             (STATED IN US DOLLARS)
                                   (UNAUDITED)

                                                                                                           Deficit
                                                                                                         Accumulated
                                                       *Common Shares       Additional                   During the
                                                   ______________________    Paid-in         Share       Development
                                                     Number     Par Value    Capital     Subscriptions      Stage         Total
                                                   __________   _________   __________   _____________   ___________   ___________
<S>                                                 <C>         <C>         <C>          <C>             <C>           <C>

Capital stock issued for cash   - at $0.0008333     5,880,000   $   5,880   $     (980)  $           -   $         -   $     4,900
                                - at $0.0083333     3,840,000       3,840       28,160               -             -        32,000
                                - at $0.0833333       120,000         120        9,880               -             -        10,000
Donated services and rent                                   -           -        3,000               -             -         3,000
Loss for the period                                         -           -            -               -       (18,821)      (18,821)

Balance, February 28, 2005                          9,840,000       9,840       40,060               -       (18,821)       31,079
Donated services and rent                                   -           -        9,000               -             -         9,000
Loss for the year                                           -           -            -               -       (45,915)      (45,915)

Balance, February 28, 2006                          9,840,000       9,840       49,060               -       (64,736)       (5,836)
Capital stock issued for cash        - at $5.00        20,000          20       99,980               -             -       100,000
Donated services and rent                                   -           -        9,000               -             -         9,000
Loss for the year                                           -           -            -               -       (54,555)      (54,555)

Balance, February 28, 2007                          9,860,000   $   9,860   $  158,040               -   $  (119,291)  $    48,609
Capital stock issued for oil and gas interests      4,000,000       4,000      997,702               -             -     1,001,702
Capital stock issued for cash                       1,028,245       1,028    6,048,972               -             -     6,050,000
Capital stock issued for oil and gas
   interests                        - at $12.05        80,000          80      963,920               -             -       964,000
Loss for the year                                           -           -            -               -    (2,628,203)   (2,628,203)
Balance, February 29, 2008                         14,968,245      14,968    8,168,634               -    (2,747,494)    5,436,108


                                                                                                                          .../cont'd


                             SEE ACCOMPANYING NOTES

</TABLE>


<PAGE>


                                      -6-

<TABLE>
<CAPTION>

                                                                                                                           Continued
                               FOX PETROLEUM INC.
                          (A Development Stage Company)
 INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)
    for the period November 4, 2004 (Date of Inception) to November 30, 2009
                             (STATED IN US DOLLARS)
                                   (UNAUDITED)
                                                                                                           Deficit
                                                                                                         Accumulated
                                                       *Common Shares       Additional       Stock       During the
                                                   ______________________    Paid-in     Subscriptions   Development
                                                     Number     Par Value    Capital      Receivable        Stage         Total
                                                   __________   _________   __________   _____________   ___________   ___________
<S>                                                 <C>         <C>         <C>          <C>             <C>           <C>

Balance, February 29, 2008                         14,968,245      14,968    8,168,634               -    (2,747,494)    5,436,108
Capital stock issued for finance fee   - at $3.43     150,000         150      514,350               -             -       514,500
Capital stock issued pursuant to convertible
   debenture                           - at $1.63     200,000         200      326,504               -             -       326,704
                                       - at $0.39   2,500,000       2,500      962,598               -             -       965,098
Capital stock subscribed - Note 7 (a) (ii)
                                       - at $0.50  52,000,000      52,000   25,948,000     (26,000,000)            -             -
Discount of convertible debt payable - Note 5(e)            -           -      512,588               -             -       512,588
Beneficial conversion feature - Note 5(e)                   -           -    1,388,320               -             -     1,388,320
Discount of convertible debt payable - Note 5(e)            -           -      771,101               -             -       771,101
Beneficial conversion feature - Note 5(e)                   -           -    1,710,300               -             -     1,710,300
Loss for the period                                         -           -            -               -   (32,209,932)  (32,209,932)

Balance, February 28, 2009                         69,818,245      69,818   40,302,395     (26,000,000)  (34,957,426)  (20,585,213)
Capital stock released from escrow pursuant to
   default on securities purchase agreements -
   Note 5(e) - at $0.31                            15,000,000      15,000    4,635,000               -             -     4,650,000
Loss for the period                                         -           -            -               -    (7,550,503)   (7,550,503)

Balance, November 30, 2009                         84,818,245   $  84,818  $44,937,395   $ (26,000,000) $(42,507,929) $(23,485,716)

*    The  common  stock  issued  has been  retroactively  restated  to reflect a
     reverse  split of 1 new share for 5 old shares,  effective  April 21, 2008.
     The par  value of common  stock and  additional  paid-in  capital  has been
     retroactively restated to reflect these changes.


                             SEE ACCOMPANYING NOTES

</TABLE>


<PAGE>


                                      -7-


                               FOX PETROLEUM INC.
                          (A Development Stage Company)
             NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                November 30, 2009
                             (STATED IN US DOLLARS)
                                   (UNAUDITED)


Note 1        INTERIM FINANCIAL STATEMENTS

              While the information presented in the accompanying nine months to
              November 30, 2009 interim  financial  statements is unaudited,  it
              includes all adjustments  which are, in the opinion of management,
              necessary to present  fairly the  financial  position,  results of
              operations  and cash flows for the  interim  period  presented  in
              accordance with the accounting  principles  generally  accepted in
              the United States of America.  In the opinion of  management,  all
              adjustments  considered  necessary for a fair  presentation of the
              results of operations  and  financial  position have been included
              and all such adjustments are of a normal recurring  nature.  It is
              suggested that these  financial  statements be read in conjunction
              with the Company's February 28, 2009 financial statements.

              Operating  results for the nine months ended November 30, 2009 are
              not necessarily indicative of the results that can be expected for
              the year ending February 28, 2010.

Note 2        NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A GOING CONCERN

              The Company was incorporated in the State of Nevada on November 4,
              2004 and is in the development  stage. The Company has oil and gas
              interests  in the North  Sea and Texas and has not yet  determined
              whether these  properties  contain  reserves that are economically
              recoverable.  The  recoverability  of amounts from the  properties
              will be dependent upon the discovery of  economically  recoverable
              reserves, confirmation of the Company's interest in the underlying
              properties,  the  ability  of  the  Company  to  obtain  necessary
              financing  to  satisfy  the  expenditure  requirements  under  the
              property  agreements  and  to  complete  the  development  of  the
              properties and upon future  profitable  production or proceeds for
              the sale thereof.

              These  financial  statements have been prepared in accordance with
              generally  accepted  accounting  principles  applicable to a going
              concern,  which  assumes that the Company will be able to meet its
              obligations  and  continue  its  operations  for its  next  twelve
              months.  Realization  values may be  substantially  different from
              carrying  values as shown and these  financial  statements  do not
              give effect to adjustments that would be necessary to the carrying
              values and  classification  of assets and  liabilities  should the
              Company be unable to continue as a going concern.  At November 30,
              2009, the Company has a working capital  deficiency of $23,441,455
              has not yet achieved profitable operations, has accumulated losses
              of  $42,507,929  since its  inception and expects to incur further
              losses in the  development  of its  business,  all of which  casts
              substantial  doubt  about the  Company's  ability to continue as a
              going  concern.  The  Company's  ability  to  continue  as a going
              concern  is  dependent   upon  its  ability  to  generate   future
              profitable  operations and/or to obtain the necessary financing to
              meet its obligations and repay its liabilities arising from normal
              business  operations when they come due.  Management has no formal
              plan in place to  address  this  concern  but  considers  that the
              Company  will  be  able  to  obtain  additional  funds  by  equity
              financing  and/or  related  party  advances,  however  there is no
              assurance of additional  funding being  available or on acceptable
              terms, if at all.


<PAGE>


                                      -8-


Fox Petroleum Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2009
(STATED IN US DOLLARS)
(Unaudited)


Note 3        NEW ACCOUNTING STANDARDS

              In December 2007, the FASB revised the authoritative  guidance for
              business  combinations,   which  establishes  the  principles  and
              requirements  for how the acquirer in a business  combination  (i)
              recognizes   and  measures  in  its   financial   statements   the
              identifiable  assets  acquired,  the  liabilities  assumed and any
              non-controlling  interest in the  acquiree,  (ii)  recognizes  and
              measures the goodwill  acquired in the business  combination  or a
              gain from a bargain purchase and (iii) determines what information
              to  disclose  to  enable  users  of the  financial  statements  to
              evaluate  the  nature  and  financial   effects  of  the  business
              combination.  The guidance is effective for  financial  statements
              issued for fiscal years  beginning  after  December 15, 2008.  The
              impact of this  guidance on the Company's  consolidated  financial
              statements  will  ultimately  depend  on the  terms of any  future
              business transactions.

              In June 2008, the FASB issued  guidance on determining  whether an
              instrument  (or  embedded  feature) is indexed to an entity's  own
              stock and whether  the  instrument  (or  embedded  feature)  would
              qualify as a scope exception under the guidance for accounting for
              derivative instruments.  This guidance was effective for financial
              statements  issued for fiscal years  beginning  after December 15,
              2008 and the  adoption  of this  guidance  did not have a material
              effect on its results of operations and financial condition.

              In December  2008,  the SEC adopted rule changes to modernize  its
              oil and gas reporting  disclosures.  New  disclosure  requirements
              include:  permitting  the  use of new  technologies  to  determine
              proved  reserves  if those  technologies  have  been  demonstrated
              empirically to lead to reliable conclusions about reserve volumes;
              enabling  companies to also disclose  their  probable and possible
              reserves to investors  (currently,  the rules limit  disclosure to
              only proved reserves);  allowing  previously  excluded  resources,
              such as oil  sands,  to be  classified  as oil  and gas  reserves;
              requiring   companies   to   report   on  the   independence   and
              qualifications of a preparer or auditor and requiring companies to
              file reports when a third party is relied upon to prepare  reserve
              estimates  or conduct a reserves  audit;  requiring  companies  to
              report oil and gas reserves  using an average price based upon the
              prior 12-month period, rather than the year-end price, to maximize
              the   comparability  of  reserve  estimates  among  companies  and
              mitigate the  distortion of the estimates that arises when using a
              single pricing date.

              The new  requirements  are effective for  registration  statements
              filed on or after January 1, 2010,  and for annual reports on Form
              10-K for fiscal  years ending on or after  December 31, 2009.  The
              Company  anticipates  the new guidance to change its  disclosures,
              DD&A calculations and other fair value  measurements.  The Company
              is currently  evaluating  the impact for our annual report for the
              year ending  February 28, 2010. The SEC is  coordinating  with the
              FASB to obtain the revisions necessary to provide consistency with
              the new rules.  In the event that  consistency  is not achieved in
              time for  companies  to  comply  with the new  rules,  the SEC has
              indicated that it will consider delaying the compliance date.


<PAGE>


                                      -9-


Fox Petroleum Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2009
(STATED IN US DOLLARS)
(Unaudited)


Note 3        NEW ACCOUNTING STANDARDS - (CONT'D)

              In April 2009, the FASB issued additional disclosure  requirements
              related to fair values,  of inancial  instruments.  The provisions
              require disclosures about fair value of financial  instruments for
              interim  reporting periods of publicly traded companies as well as
              in annual  financial  statements.  The required  disclosures  were
              effective  for interim  reporting  periods  ending  after June 15,
              2009.  The  adoption  of the  provisions  did not have a  material
              impact on the Company's statements of financial position,  results
              of operations and cash flows.

              In May 2009,  the FASB issued  guidance  related to accounting for
              and disclosure of events that happen after the date of the balance
              sheet but before  the  release of the  financial  statements.  The
              guidance  requires the  disclosure  of the date  through  which an
              entity has evaluated subsequent events and the basis for selecting
              that date.  This  guidance was  effective  for  reporting  periods
              ending after June 15, 2009.  The Company has evaluated  subsequent
              events  after the balance  sheet date of November 30, 2009 through
              the filing date of this quarterly report.

              In June  2009,  the  FASB  issued  the FASB  Accounting  Standards
              Codification  ("Codification")  establishing  the sole  source  of
              authoritative  U.S.  generally  accepted   accounting   principles
              ("GAAP").  Pursuant to the  provisions  of the  Codification,  the
              Company has updated references to GAAP in its financial statements
              for the period  ended  November  30,  2009.  The  adoption  of the
              Codification  did not impact the Company's  financial  position or
              results of operations.

              In August 2009, the FASB issued guidance on measuring  liabilities
              at fair value to provide clarification of 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  of the  following  methods:  1) a  valuation
              technique that uses a) the quoted price of the identical liability
              when  traded  as  an  asset  or  b)  quoted   prices  for  similar
              liabilities (or similar  liabilities when traded as assets) and/or
              2) a valuation technique that is consistent with previously issued
              guidance.  This guidance also clarifies  that when  estimating the
              fair value of a liability,  a reporting  entity is not required to
              adjust to include  inputs  relating to the  existence  of transfer
              restrictions on that liability.  The adoption of this guidance did
              not  have  an  impact  on  the  Company's  consolidated  financial
              statements.


<PAGE>


                                      -10-


Fox Petroleum Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2009
(STATED IN US DOLLARS)
(Unaudited)


<TABLE>
<CAPTION>


Note 4        OIL AND GAS INTERESTS

                                                                        November 30, 2009
                                                          ______________________________________________
                                                            United           United
                                                            States           Kingdom           Total
                                                          ___________      ___________      ____________
<S>                                                       <C>              <C>              <C>
              Unproved properties
                  - acquisition costs                     $ 3,701,871      $    23,439      $  3,725,310
                  - exploration costs                       2,347,394        4,084,668         6,432,062

                                                            6,049,265        4,108,107        10,157,372
              Less: Write-down of oil & gas interests      (5,938,576)      (4,108,107)      (10,046,683)
              Less: Incidental revenue                       (110,689)               -          (110,689)

                                                          $         -      $         -      $          -

                                                                        February 28, 2009
                                                          ______________________________________________
                                                            United           United
                                                            States           Kingdom           Total
                                                          ___________      ___________      ____________

              Unproved properties
                  - acquisition costs                     $ 3,701,871      $    23,439      $  3,725,310
                  - exploration costs                       2,347,394        4,084,668         6,432,062

                                                            6,049,265        4,108,107        10,157,372
              Less: Write-down of oil & gas interests      (5,438,576)      (4,019,837)       (9,458,413)
              Less: Incidental revenue                        (90,689)               -           (90,689)

                                                          $   520,000      $    88,270      $    608,270
</TABLE>


a)            North Slope, Alaska

                  On May 29, 2007, the Company entered into a Lease Purchase and
                  Sale  Agreement  with a company  to  acquire a  combined  100%
                  working  interest in 12 state-issued oil and gas leases in the
                  North Slope of Alaska.  These  leases are subject to a royalty
                  of  16.66667%  to the  State of Alaska  and a private  royalty
                  equal to 5% of net revenue.  In consideration  for the oil and
                  gas leases,  the Company issued  4,000,000  restricted  common
                  shares of the Company valued at $1,001,702,  the  transferor's
                  historical   cost.  The  valuation  is  based  the  SEC  Staff
                  Accounting Bulletin, Topic 5, G.

                  Pursuant to underlying agreements on the property, the Company
                  is obligated to drill one test well to at least 10,000 feet on
                  or before November 14, 2011, four test wells to at least 4,000
                  feet on or before  February 20, 2012,  and one test well to at
                  least 4,000 feet on or before January 16, 2012. The Company is
                  currently  unable to quantify an estimate of the cost of these
                  wells.


<PAGE>


                                      -11-


Fox Petroleum Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2009
(STATED IN US DOLLARS)
(Unaudited)


Note 4        OIL AND GAS INTERESTS - (cont'd)

              a) North Slope, Alaska - (cont'd)

                  By a purchase  agreement  dated  October  10, 2007 and amended
                  November 2, 2007,  the Company  acquired 8 additional  oil and
                  gas  leases  in the North  Slope of the  State of  Alaska  for
                  $850,000  including  cash of $250,000 and $600,000 paid by the
                  issuance  of 80,000  common  shares of the  Company.  The fair
                  value of the shares  issued was $964,000  (based on the quoted
                  market price of the Company's common shares on the transaction
                  date) and  consequently  a further  $364,000 has been recorded
                  for this portion of the purchase  agreement.  These leases are
                  subject to a royalty of 16.66667% to the State of Alaska and a
                  private  royalty  equal  to 5%.  Two of  the  leases  acquired
                  pursuant to this  agreement are part of the Cook Inlet project
                  described below.

                  On January 30,  2009,  the Company  entered  into an agreement
                  with the  original  lease  vendors  (the  "Payers")  regarding
                  twelve of the  North  Slope oil and gas  leases  (the  "Twelve
                  Leases").  Under the terms of the Agreement, the Payers agreed
                  to use their best efforts to make,  on the  Company's  behalf,
                  annual rental  payments for the Twelve  Leases  totaling up to
                  $64,980 on or before the February 1, 2009 due date.

                  The Company agreed to repay to the Payers by March 2, 2009 any
                  portion of the  Payments  made by the Payers  (the  "Repayment
                  Amount").  The Repayment  Amount is subject to an 18% interest
                  rate per annum. The Company also granted the Payers a security
                  interest in the Company's  right,  title,  and interest in the
                  Twelve  Leases.  The Company  further  agreed to transfer  and
                  assign its right,  title, and interest in the Twelve Leases to
                  the  Payers in the event of the  Company's  failure to pay the
                  Repayment Amount in a timely manner.

                  The  Company  failed  to pay the  Repayment  Amount  and by an
                  agreement  dated May 14, 2009, the Payers agreed to extend the
                  repayment  date until  August 14, 2009 in return for the lease
                  assignment  documents for the Twelve Leases being executed and
                  delivered into escrow.

                  The Company  entered into an agreement dated May 16, 2009 with
                  the Payers in respect of five of the remaining North Slope oil
                  and  gas  leases  (the  "Five   Leases").   Pursuant  to  this
                  agreement,  the Payers made  annual  lease  payments  totaling
                  $25,126  for the Five  Leases on behalf  of the  Company.  The
                  amount  paid on behalf of the  Company  is  subject  to an 18%
                  interest  rate  per  annum.   The  Company  also  executed  an
                  assignment to the Payers of the Company's  right,  title,  and
                  interest in the Five Leases to be delivered into escrow in the
                  event  the  Company  fails to repay the  payers by August  14,
                  2009.

                  The Company could  provide no assurance  that it would be able
                  to obtain financing arrangements to repay the Payers by August
                  14, 2009 and  consequently,  all costs  incurred of $2,401,282
                  were  written off on the  statement of  operations  during the
                  year ended  February  28,  2009.  During the nine months ended
                  November 30, 2009,  the Company  failed to repay the Payers by
                  the due date  and  assignment  of the  related  leases  to the
                  Payers was  triggered.  Consequently,  the fees were no longer
                  payable and  outstanding  lease fees and  accrued  interest of
                  $98,400 was recorded as a gain on recovery of payables.


<PAGE>


                                      -12-


Fox Petroleum Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2009
(STATED IN US DOLLARS)
(Unaudited)


Note 4        OIL AND GAS INTERESTS - (cont'd)

              b)  Anglesey, North Sea, United Kingdom

                  Pursuant  to a  farm-in  agreement  dated  June 8,  2007,  the
                  Company  agreed  to  acquire  a  33.33%  interest  in  two  UK
                  petroleum production licenses  ("Licenses").  The Licenses are
                  located in the UK North Sea and have since  been  merged  into
                  one traditional  license.  As consideration  for the Licenses,
                  the Company  agreed to fund 100% of the seismic  costs and its
                  33.33%  share of the  License  budget  costs as  agreed by the
                  parties.  The  Company  also  has the  option  to  acquire  an
                  additional  26.67%  interest  in the  Licenses  by  paying  an
                  additional  46.67%  of the  dry-hole  costs of an  exploration
                  well.

                  The option is effective from completion of the transfer of the
                  assigned  interest  to the  Company  and shall  continue to be
                  valid  and  exercisable  until 28 days  after  receipt  by the
                  Company   of   the   processed    seismic   data   and   final
                  interpretation.

                  During the year ended February 28, 2009, the Company  returned
                  the Licenses to the UK government and  consequently  all costs
                  incurred of $2,512,856  were  written-off  on the statement of
                  operations during the year ended February 28, 2009.

              c)  Spears Gas Well, Texas, United States

                  Pursuant to a  subscription  agreement  dated October 9, 2007,
                  the Company  acquired a 22.5% joint venture  interest in a gas
                  well called the Spears Gas Unit 2, Well #1 in the Gomez Field,
                  Pecos County, Texas in consideration for US$500,000.

                  As at November 30, 2009, the operators and other owners of the
                  gas well  approved  a new  work-over.  Since the  Company  was
                  unable  to meet  its  commitment  for the new  work-over,  the
                  Company's  interest  in this  well  was  relinquished  and the
                  $500,000  was  written  off  during  the three and  nine-month
                  periods ended November 30, 2009.

              d)  Cook Inlet, Alaska, United States

                  By a purchase  agreement  dated October 10, 2007,  the Company
                  acquired  6 oil and gas  leases  located  in Cook Inlet of the
                  State of Alaska for $750,000,  payable in  installments  on or
                  before March 7, 2008.  At November  30, 2008,  the Company had
                  paid $750,000. Included in these leases were 3 unissued leases
                  that the  vendors  owned the  rights  thereto.  The leases are
                  subject to a royalty of 16.66667% to the State of Alaska and a
                  private royalty equal to 5% of net revenue.

                  The Company  entered into an agreement dated May 29, 2009 with
                  the Payers in respect of three  these oil and gas leases  (the
                  "Three Leases").  Pursuant to this agreement,  the Payers made
                  annual lease payments totaling $25,780 for the Three Leases on
                  behalf  of the  Company.  The  amount  paid on  behalf  of the
                  Company  is  subject to an 18%  interest  rate per annum.  The
                  Company  also  executed  an  assignment  to the  Payers of the
                  Company's right,  title, and interest in the Five Leases to be
                  delivered  into escrow in the event the Company fails to repay
                  the payers by August 14, 2009.


<PAGE>


                                      -13-


Fox Petroleum Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2009
(STATED IN US DOLLARS)
(Unaudited)


Note 4        OIL AND GAS INTERESTS - (cont'd)

              d) Cook Inlet, Alaska, United States - (cont'd)

                  The Company could  provide no assurance  that it would be able
                  to obtain financing arrangements to repay the Payers by August
                  14, 2009 and  consequently,  all costs  incurred of $1,061,727
                  were  written-off  on the statement of  operations  during the
                  year ended  February  28,  2009.  During the nine months ended
                  November 30, 2009,  the Company  failed to repay the Payers by
                  the due date and the  assignment of the related  leases to the
                  Payers was triggered. Consequently, outstanding lease fees and
                  accrued  interest of $26,743 were  recorded as a gain on write
                  off of amounts payable.

              e)  Bourbon, North Sea, United Kingdom

                  On November  16,  2007,  the Company  entered  into a farm-out
                  agreement  dated November 8, 2007 wherein the Company would be
                  assigned a total of 46% interest in a license  block in the UK
                  North Sea. In  consideration  for the assignment,  the Company
                  must pay for 89% of the cost of drilling and exploration well.

                  The Company is also required to pay for 46% of license  costs.
                  On January 24, 2008, the Company agreed to jointly participate
                  with  another  company  to  identify  a  potential  farm-in or
                  acquisition   opportunity   and  transferred  a  4.6%  carried
                  interest in the  license  block to that  company  until a full
                  development   plan  is  approved   by  the  U.K.   government.
                  Thereafter,  that  company  will be  responsible  for its 4.6%
                  share of the costs (10% of the Company's interest). Subsequent
                  to the transfer, this company became related to the Company as
                  two of its beneficial owners became directors of the Company.

                  During the year ended February 28, 2009,  the license  holders
                  terminated the Farm-out agreement effective February 27, 2009.
                  Consequently,  all costs  incurred of $1,419,627  were written
                  off on the  statement  of  operations  during  the year  ended
                  February 28, 2009.

              f)  Geneseo-Edwards, Kansas, United States

                  By a letter  agreement  dated  February 27, 2008,  the Company
                  purchased  an 80% net revenue  interest in three oil leases in
                  Ellsworth County,  Kansas, USA by the payment of $80,000.  The
                  leases  are  subject  to a  landowner  royalty of 12.5% and an
                  overriding  royalty of 7.5%  retained by vendors.  The Company
                  was  required to drill at least one well on each lease  before
                  the leases expire on November 19, 2008,  November 19, 2009 and
                  November 30, 2009 or pay the vendor a penalty of $150,000.

                  During  the year  ended  February  28,  2009 the  Company  had
                  drilled  four  wells on these  leases  and  earned  incidental
                  revenue of $90,689 from two of these wells, which was credited
                  against  oil and gas  interests  on the  consolidated  balance
                  sheet  as  a  result  of  the  wells  not  yet  reaching  full
                  commercial production.  Since January 2009 production has been
                  suspended due to the need for implementation of water disposal
                  facilities   for  which  further   funding  is  not  currently
                  available.


<PAGE>


                                      -14-


Fox Petroleum Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2009
(STATED IN US DOLLARS)
(Unaudited)


Note 4        OIL AND GAS INTERESTS - (cont'd)

              f) Geneseo-Edwards, Kansas, United States - (cont'd)

                  During the year ended February 28, 2009,  two trade  creditors
                  issued mechanical liens against the oil and gas leases and its
                  facilities for  non-payment of outstanding  invoices  totaling
                  $528,079.

                  During the nine month  period ended  November  30,  2009,  the
                  Company assigned its interest in these oil and gas leases to a
                  creditor  in  return  for a  loan  rescheduling  (Note  5) and
                  entering  into  an  agreement  not  to  sue  the  Company  for
                  defaulting  on a loan  agreement.  The creditor  also received
                  15,000,000   common  shares   pledged  as  security  from  the
                  Company's treasury against the notes payable.

                  Pursuant  to the above,  costs  incurred  of  $1,975,567  were
                  written-off on the statement of operations and deficit for the
                  year  ended  February  28,  2009  leaving a net book  value of
                  $20,000  recovered during the nine month period ended November
                  30, 2009 for the sale of certain  furniture and equipment held
                  for use on the property.

              g)  UK Onshore, United Kingdom

                  On June 3, 2008,  the Company  was  granted a 90%  interest in
                  four UK petroleum production licenses, located in the south of
                  England.  In order to maintain the  licenses,  the Company was
                  required to undertake  seismic  exploration  estimated to cost
                  $500,000 within the six year term of the license.

                  During the three and  nine-month  periods  ended  November 30,
                  2009,  the  Company's  interest in these  licenses was revoked
                  because  the   Company   was  unable  to  make  the   required
                  expenditures to maintain the licenses and accumulated costs of
                  $88,270 were written off.

              h)  25th Round License Blocks 13/17 & 210/20e, United Kingdom

                  Pursuant to a letter  agreement  dated  September 5, 2008, the
                  Company was granted a 90% interest in an application  made for
                  four UK petroleum  production  licenses.  In order to maintain
                  the  licenses,  the  Company  must  carry out  geological  and
                  seismic  modeling  before  forming up a drilling  location and
                  must begin drilling within the four year term of the license.

                  Pursuant to the letter agreement, the Company will pay 100% of
                  all costs,  expenses,  liabilities and obligations  arising in
                  respect of  operations  conducted  in respect of each  license
                  block until a filed  development plan is formally  approved by
                  the UK Secretary of State  responsible  for such matters,  for
                  the  development  of a discovery  of  petroleum in the blocks.
                  Thereafter,  the Company will each be  responsible  for 90% of
                  all costs, expenses, liabilities and obligations.


<PAGE>


                                      -15-


Fox Petroleum Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2009
(STATED IN US DOLLARS)
(Unaudited)


Note 4        OIL AND GAS INTERESTS - (cont'd)

              h) 25th Round  License  Blocks 13/17 & 210/20e,  United  Kingdom -
                 (cont'd)

                  On  November  12,  2008 Fox was  formally  notified  by the UK
                  Department of Energy and Climate  Change (DECC) of its success
                  in the 25th  Seaward  Licensing  Round  Awards,  the rights to
                  explore and develop  the block 13/17  concession  in the North
                  Sea by the UK government.

                  On May 1, 2009 the Company received  notification  from the UK
                  Department of Energy and Climate Change that this Secretary of
                  State's  offer  of this  license  in the 25th  round  had been
                  withdrawn due to fact that they consider  there to have been a
                  material change in the  circumstances  relating to the Company
                  having  adequate  funding   arrangements   already  in  place.
                  Consequently,  all costs incurred of $87,354 were  written-off
                  on the statement of operations  and deficit for the year ended
                  February 28, 2009.

<TABLE>
<CAPTION>


Note 5        NOTES PAYABLE
                                                                           November 30,     February 29,
                                                                               2009             2008
                                                                           ___________      ____________
<S>                                                            <C>           <C>               <C>

              Promissory notes (a), (b), (c)                               $   450,000      $    450,000
              Loan agreement (d)                                               450,000           450,000
              Convertible notes payable (e)               $ 3,500,000
                 Add: liquidating damages due under
                    registration rights agreement             912,333
                 Less: financing costs                        (75,545)
                 Add: amortization of financing costs          75,545        4,412,333         3,770,667
                                                          ___________      ___________      ____________

                                                                           $ 5,312,333      $  4,670,667
                                                                           ===========      ============

</TABLE>

              a)  On April 2,  2008  the  Company  was  loaned  $250,000  by the
                  issuance of a  promissory  note,  to be paid on the earlier of
                  (i) the date that the Company obtains equity  financing from a
                  third party in the  minimum  amount of  $1,000,000  net to the
                  Company,  or (ii) April 1, 2009.  For the period from the date
                  of advance of the loan up to and  including  the date that the
                  loan  is  repaid,  interest  will  accrue  on the  balance  of
                  principal outstanding at the rate of 10% per annum, compounded
                  monthly.  Interest will be payable in a balloon payment on the
                  date the loan is repaid. The note is unsecured.

                  As at November 30, 2009,  this loan has not been repaid as the
                  lender  has  agreed to extend  the terms of the loan until the
                  Company is able to obtain further financing.


<PAGE>


                                      -16-


Fox Petroleum Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2009
(STATED IN US DOLLARS)
(Unaudited)


Note 5        NOTES PAYABLE - (cont'd)

              b)  On May 6, 2008 the Company was loaned $150,000 by the issuance
                  of a  promissory  note,  to be paid on the  earlier of (i) the
                  date that the Company  obtains  equity  financing from a third
                  party in the minimum  amount of $1,000,000 net to the company,
                  or (ii) May 1, 2009.  For the period  from the date of advance
                  of the  loan up to and  including  the  date  that the loan is
                  repaid,  interest  will  accrue on the loan on the  balance of
                  principal outstanding at the rate of 10% per annum, compounded
                  monthly.  Interest will be payable in a balloon payment on the
                  date the loan is repaid. The note is unsecured.

                  As at November 30, 2009,  this loan has not been repaid as the
                  lender  has  agreed to extend  the terms of the loan until the
                  Company is able to obtain further financing.

              c)  On May 23, 2008 the Company was loaned $50,000 by the issuance
                  of a  promissory  note,  to be paid on the  earlier of (i) the
                  date that the Company  obtains  equity  financing from a third
                  party in the minimum  amount of $1,000,000 net to the company,
                  or (ii) May 23, 2009.  For the period from the date of advance
                  of the  loan up to and  including  the  date  that the loan is
                  repaid,  interest  will  accrue on the loan on the  balance of
                  principal outstanding at the rate of 10% per annum, compounded
                  monthly.  Interest will be payable in a balloon payment on the
                  date the loan is repaid. The note is unsecured.

                  As at November 30, 2009,  this loan has not been repaid as the
                  lender  has  agreed to extend  the terms of the loan until the
                  Company is able to obtain further financing.

              d)  On May 30, 2008 the Company was loaned $450,000  pursuant to a
                  loan  agreement.  The  principal and interest is to be paid on
                  the earlier of (i) cash being available from operations,  (ii)
                  the date that the  Company  obtains  equity or debt  financing
                  from a third party in the  minimum  amount of  $1,000,000,  or
                  (iii)  November 30, 2008.  This loan bears interest at 12% per
                  annum,  calculated  annually.  The  loan  is  secured  by  the
                  Company's assets. As additional compensation for the loan, the
                  Company  issued to the  lender  150,000  common  shares of the
                  Company.  The fair value of these shares was  determined to be
                  $514,500 based on the quoted market price of the shares on the
                  date of issuance  and was  recorded as a financing  fee on the
                  consolidated statement of operations.

                  As at November 30, 2009,  this loan has not been repaid as the
                  lender  has  agreed to extend  the terms of the loan until the
                  Company is able to obtain further financing.

              e)  Pursuant to an Amendment  to  Securities  Purchase  Agreement,
                  Secured Debenture,  Registration Rights Agreement and Security
                  Agreement dated October 31, 2008 ("Amendment Agreement"),  the
                  Company amended a Securities Purchase Agreement, Debentures, a
                  Registration  Rights  Agreement,  an  Escrow  Agreement  and a
                  Pledge  and  Escrow  Agreement  ("Original   Agreements")  all
                  originally dated June 24, 2008. Under the Amendment  Agreement
                  the  Company  issued  three  secured  convertible   debentures
                  totaling $3,500,000 consisting of two "Amended Debentures" and
                  one "New Debenture":


<PAGE>


                                      -17-


Fox Petroleum Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2009
(STATED IN US DOLLARS)
(Unaudited)


Note 5        NOTES PAYABLE - (cont'd)

              e) - (cont'd)

                  (i) Amended Debentures - $2,500,000

                  The Original  Debenture which was a $2,500,000  senior secured
                  convertible  note was  amended on  November  11, 2008 into two
                  debentures each of which are for a total  principal  amount of
                  $1,250,000 (the "Amended Debentures).

                  The Amended  Debentures  bear  interest at 10% per annum.  The
                  principal  and  any  unpaid  accrued  interest  owing  on  the
                  debentures are convertible into common stock of the Company in
                  the event of a default  or at the  option of the holder at the
                  rate of the lesser of i) 100% of the volume  weighted  average
                  stock price ("VWAP") on the date of issuance and ii) at 85% of
                  the lowest  daily  closing  VWAP as quoted by  Bloomberg  L.P.
                  during the 5 trading days immediately preceding the conversion
                  date. The Amended  Debentures also contain a redemption option
                  whereby the Company can redeem the Amended Debentures provided
                  its common  stock is trading  below 100% of the VWAP as quoted
                  by  Bloomberg  L.P on  October  31,  2008 by paying the unpaid
                  principal  and interest  accrued and a  prepayment  premium of
                  15%.  The  Company  must  redeem the entire  principal  amount
                  outstanding  at a  15%  redemption  premium;  this  redemption
                  premium  has been  included  in  accounts  payable and accrued
                  liabilities at November 30, 2009.

                  In  consideration  for the  holder's  agreement  to extend the
                  maturity  date of the original  convertible  debt from October
                  24, 2008 to April 30, 2009, the Company cancelled the original
                  500,000  warrants  issued  in  connection  with  the  Original
                  Debenture  and replaced  them with  2,000,000  warrants with a
                  term of 5 years and a decreased exercise price of $0.001.

                  The exercise  price is subject to an adjustment if, during the
                  term of the warrants,  the Company issues  shares,  options or
                  convertible   securities  for  consideration   less  than  the
                  exercise  price,  then the exercise  price will be adjusted to
                  85% of such consideration.  Additional warrants will be issued
                  if the  Company  becomes  in  default  under  the  transaction
                  agreements.

                  The Company  determined  the allocation of the net proceeds of
                  the Original convertible  debenture based on the relative fair
                  value of the convertible debenture, the 500,000 share purchase
                  warrants and the 200,000 common shares.  The fair value of the
                  warrants of $910,000  and the common  shares of $580,000  were
                  determined  using the  Black-Scholes  valuation  model and the
                  quoted  market  price of the  shares on the date of  issuance,
                  respectively.

                  The resulting discount of $839,292 was being accreted over the
                  term  of  the   debenture.   The   assumptions   used  in  the
                  Black-Scholes  calculation  are as follows:  expected life - 5
                  years;  volatility - 78.26%; Dividend rate - 0%; and risk free
                  interest rate is 0.95%.


<PAGE>


                                      -18-


Fox Petroleum Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2009
(STATED IN US DOLLARS)
(Unaudited)


Note 5        NOTES PAYABLE - (cont'd)

              e) - (cont'd)

                  (i) Amended Debentures - $2,500,000 - (cont'd)

                  The  Company  recorded  a  beneficial  conversion  feature  of
                  $1,388,320 with respect to the Original Debentures pursuant to
                  EITF  98-5   ACCOUNTING  FOR   CONVERTIBLE   SECURITIES   WITH
                  BENEFICIAL  CONVERSION  FEATURES  OR  CONTINGENTLY  ADJUSTABLE
                  CONVERSION  RATIOS.  The conversion  feature was  contingently
                  exercisable  in an event of  default of the  debenture;  which
                  occurred on October 24, 2008 when the  debenture  came due but
                  was not  repaid  by the  Company.  Therefore  the  amount  was
                  recorded as a financing fee during the year ended February 28,
                  2009.

                  The Company  determined  the allocation of the net proceeds of
                  the Amended Debentures based on the relative fair value of the
                  convertible  debenture,  the share  purchase  warrants and the
                  common  shares.  The fair value of the warrants of  $1,578,000
                  and the common shares of $1,975,000 were determined  using the
                  Black-Scholes  valuation  model and the quoted market price of
                  the  shares  on  the  date  of  issuance,   respectively.  The
                  resulting  discount of $1,736,200  was being accreted over the
                  term  of  the  debentures.   The   assumptions   used  in  the
                  Black-Scholes  calculation  are as follows:  expected life - 5
                  years;  volatility - 78.26%; Dividend rate - 0%; and risk free
                  interest rate is 3.52%.

                  The Company was  required to pay to the investor at closing of
                  the Original Agreements: $17,500 in legal costs, a $10,000 due
                  diligence  fee, a 7%  commitment  fee and a 2%  facility  fee,
                  500,000 share  purchase  warrants and 200,000 shares of common
                  stock.  Finder's  fees of $150,000 and 52,265  share  purchase
                  warrants were paid to Partners  Consulting in connection  with
                  the Original  Agreements  pursuant to a finder agreement dated
                  February 15, 2008.  The fair value of the warrants is included
                  in fees  payable in stock and  warrants at November  30, 2009.
                  The warrants expire three years from the date of issuance.

                  At the closing of the  Amended  Debentures,  the Company  also
                  issued 2,500,000 shares of common stock.

                  In no event  shall the  Holder be  entitled  to  convert  this
                  Debenture  for a number of shares of Common Stock in excess of
                  that  number  of shares of Common  Stock  which,  upon  giving
                  effect to such conversion, would cause the aggregate number of
                  shares of Common  Stock  beneficially  owned by the Holder and
                  its  affiliates to exceed 9.99% of the  outstanding  shares of
                  the  Common  Stock  following  such  conversion   without  the
                  approval of the Company.

                  Upon the occurrence of an Event of Default by the Company, the
                  Holder  has the  option  to elect  that the  interest  due and
                  payable  be paid in cash or in stock at the rate of 85% of the
                  lower of:  (i) the VWAP on the date the  interest  payment  is
                  due; or (ii) if the interest payment is not made when due, the
                  VWAP on the date the interest payment is made.


<PAGE>


                                      -19-


Fox Petroleum Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2009
(STATED IN US DOLLARS)
(Unaudited)


Note 5        NOTES PAYABLE - (cont'd)

              e) - (cont'd)

                  (i) Amended Debentures - $2,500,000 - (cont'd)

                  The  Debentures  are secured by all of the assets and property
                  of the  Company  and its  subsidiaries  pursuant to a Security
                  Agreement. The debentures were further secured by a Pledge and
                  Escrow Agreement pursuant to which 15,000,000 common shares of
                  the Company to be held in escrow on behalf of the investor.

                  Further,  the  debenture  is subject to a currency  adjustment
                  clause whereby the exchange rate between the US Dollar and the
                  Euro will be fixed at the date of closing and if the  exchange
                  rate moves  unfavorably  for the holder of the debenture,  the
                  Company will be required to adjust  conversion  and redemption
                  rates to compensate  the holder for any such loss. At November
                  30, 2009, the Company has accrued $201,427 (February 28, 2009:
                  $Nil) in accounts payable and accrued liabilities with respect
                  to  this  currency   adjustment  clause  and  has  charged  to
                  operations a corresponding loss from foreign exchange for this
                  amount.

                  The  debenture  also  contains  certain  restrictions  on  the
                  Company  for  new  share  or  debt  issuances  as  long as any
                  principal  or  interest  amount  remains  outstanding  on  the
                  debenture.


                  (ii) New Debenture - $1,000,000

                  The New Debenture and has a principal amount of $1,000,000 and
                  matures on October  31,  2010 (the "New  Debenture").  The New
                  Debenture bears interest at a rate of 10% per annum compounded
                  monthly.  The principal and any unpaid accrued  interest owing
                  on the  debentures  are  convertible  into common stock of the
                  Company  in the  event of a  default  or at the  option of the
                  holder  at the  rate of the  lesser  of i) 100% of the  volume
                  weighted  average  stock price on the date of issuance and ii)
                  at 85% of the lowest daily closing VWAP as quoted by Bloomberg
                  L.P.  during  the 5 trading  days  immediately  preceding  the
                  conversion date.

                  The Company may redeem any or all of the New  Debenture at any
                  time,  provided  that the Common  Stock is  trading  below the
                  Fixed  Price at the time the  Company  gives  the  Holder  the
                  redemption notice, by paying the unpaid principal and interest
                  accrued and a prepayment  premium of 15% redemption premium on
                  the amount redeemed.  In any case, the Company must redeem the
                  $1,000,000  debenture  maturing  October  31,  2010  in  equal
                  monthly   installments   commencing  January  31,  2009  until
                  maturity at a 15% redemption premium.

                  At the closing of the New  Debentures  the  Company  incurred:
                  $7,500 in legal costs, a $45,000  commitment fee, a $1,000 due
                  diligence fee.


<PAGE>


                                      -20-


Fox Petroleum Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2009
(STATED IN US DOLLARS)
(Unaudited)


Note 5        NOTES PAYABLE - (cont'd)

              e) - (cont'd)

                  (ii) New Debenture - $1,000,000 - (cont'd)

                  The  Company  recorded  a  beneficial  conversion  feature  of
                  $1,710,300 with respect to the Original Debentures. The amount
                  was being amortized over the term of the  debentures,  however
                  after an event of default (see below),  the entire  amount was
                  immediately  recognized  into income as a financing fee during
                  the year ended February 28, 2009.

                  Pursuant to the  securities  purchase  agreement,  the Company
                  entered  into  a  freestanding  investor  registration  rights
                  agreement  dated June 24, 2008 and amended  October 31,  2008.
                  Under  the  terms of this  agreement,  the  Company  must have
                  registered at least three (3) times the number of shares which
                  are anticipated to be issued upon conversion of the Debentures
                  issued and shares of common  stock  issuable to the  purchaser
                  upon exercise of the warrants.  The Company has the obligation
                  to use their best  efforts to keep the  registration  of these
                  securities  effective  by the SEC until all of the  securities
                  had  been  sold  by  the  purchaser.   Failure  to  meet  this
                  obligation  would result in the Company  incurring  liquidated
                  damages  in the  amount of 2% of the  liquidated  value of the
                  debentures  for  each  30  day  period   registration  of  the
                  securities is not effective.

                  Under  the  provisions  of FSP EITF  00-19-2  "Accounting  for
                  Registration  Payment   Arrangements  ("EITF  00-19-2"),   the
                  Company is  required  to  separately  recognize  and measure a
                  contingent obligation in respect of the liquidating damages in
                  accordance with FASB No.5 "Accounting for  Contingencies"  and
                  FSB Interpretation No.14 "Reasonable  Estimation of the Amount
                  of a Loss".  At  November  30,  2009,  an amount  of  $641,666
                  (February  28, 2009 -  $270,667)  has been  recognized  as the
                  Company has  determined  that a loss is  probable  because the
                  Company   has  failed  to   maintain   effectiveness   of  its
                  registration statement.

                  Included  in  accounts  payable  and  accrued  liabilities  at
                  November 30, 2009 is $879,167  (February  28, 2009 - $429,167)
                  for accrued  interest and  redemption  premiums on these notes
                  payable.

                  During the nine month period  ended  November 30, 2009 and the
                  year ended  February 28, 2009,  the Company failed to make any
                  of the required redemption payments on the New Debenture. This
                  triggered a default,  which  resulted in all of the debentures
                  immediately   becoming  due  and  payable  and  the  remaining
                  discounts on the  debentures  were  immediately  recognized in
                  income.

                  As at  November  30,  2009,  the  Company  had not  repaid the
                  $1,250,000 debenture that matured on April 30, 2009.


<PAGE>


                                      -21-


Fox Petroleum Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2009
(STATED IN US DOLLARS)
(Unaudited)


Note 5        NOTES PAYABLE - (cont'd)

              e) - (cont'd)

                  As  consideration  for entering into  negotiations to effect a
                  loan  rescheduling  and the holder  entering into an agreement
                  not to sue,  the Company  assigned its interest in certain oil
                  and gas  leases to the holder  (Note  4(f)).  The holder  also
                  received  the  15,000,000  common  shares  pledged as security
                  against  for  debentures  valued at  $4,650,000,  based on the
                  quoted market price of the Company's common shares on the date
                  they were released from escrow.
<TABLE>
<CAPTION>
                                                                        Deferred
                                           Face                         Financing       Carrying
                                          Amount         Discount         Costs           Value
__________________________________________________________________________________________________
<S>                                       <C>           <C>                <C>           <C>

Balance, March 1, 2008                  $         -     $        -     $         -     $         -

Issuance of Original
Debenture, June 24, 2008                  2,500,000       (839,292)       (252,500)      1,408,208

Commissions paid - cash                           -              -        (150,000)       (150,000)
Finder's fees - warrants                          -              -          (7,592)         (7,592)
Event of default, October 24, 2008                -
Beneficial conversion feature                     -              -      (1,388,320)     (1,388,320)
Accretion of debt discount                        -        839,292       1,798,412       2,637,704
Extinguishment of Original
debenture, October 31, 2008              (2,500,000)             -               -      (2,500,000)
Issuance of Amended Debentures            3,500,000     (1,736,200)        (53,500)      1,710,300
Beneficial conversion feature                     -              -      (1,710,300)     (1,710,300)
Commissions paid - cash                           -              -         (60,000)        (60,000)
Finder's fee - warrants                           -              -         (15,545)        (15,545)
EVENT OF DEFAULT, JANUARY 31, 2009
Accretion of debt discount                        -      1,736,200       1,839,345       3,575,545
Liquidating damages                         270,667              -               -         270,667
__________________________________________________________________________________________________

Balance, February 28, 2009                3,770,667              -               -       3,770,667
Liquidating damages                         641,666                                        641,666
__________________________________________________________________________________________________

Balance, November 30, 2009              $ 4,412,333     $        -     $         -     $ 4,412,333
__________________________________________________________________________________________________

</TABLE>


<PAGE>


                                      -22-


Fox Petroleum Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2009
(STATED IN US DOLLARS)
(Unaudited)


Note 6        RELATED PARTY TRANSACTIONS - Note 8

              The  officers of the Company  provide  consulting  and  management
              services to the Company as follows:

<TABLE>
<CAPTION>
                                                                                                  November 4,
                                             Three months ended          Nine months ended       2004 (Date of
                                           _______________________     _____________________     Inception) to
                                                November 30,                November 30,         November 30,
                                             2009          2008          2009         2008           2009
                                           _________     _________     ________     ________     _____________
<S>                                        <C>           <C>           <C>          <C>          <C>

              Consulting fees              $       -     $  76,141     $      -     $265,523      $   394,859
              Management fees                122,806       215,906      390,752      305,976        1,242,212
              Office and miscellaneous             -             -            -            -            7,000
                                           _________     _________     ________     ________      ___________

                                           $ 122,806     $ 292,047     $390,752     $571,499      $ 1,644,071
                                           =========     =========     ========     ========      ===========
</TABLE>

              Included in accounts  payable and accrued  liabilities at November
              30, 2009 is  $1,015,408  (February  28,  2009:  $504,293)  owed to
              directors and former  directors of the Company and companies  with
              directors in common for expenses incurred on behalf of the Company
              and for unpaid management and consulting fees.

              The amounts due to related  parties  are  unsecured,  non-interest
              bearing and have no specific  terms for  repayment.  These amounts
              were due to the  director of the Company and a company  controlled
              by a director of the Company.

              Effective May 6, 2008, the Company  adopted a compensation  policy
              for its  directors  pursuant to which the Company will  compensate
              each director, as follows:

                    i) a fee of $1,000 per month;
                    ii) 1,000  restricted  shares  of  the  common  stock of the
                        Company per month;
                   iii) a  fee  of  $1,000  per  each  quarterly  board  meeting
                        attended.

              Included  in  management  fees and  accounts  payable  and accrued
              liabilities is $65,347 (February 28, 2009: $Nil) for amounts owing
              to directors of the Company pursuant to this compensation policy.

Note 7        CAPITAL STOCK - Notes 4, 5, 6, 8 and 10

              Effective  January 11, 2007 the Company  completed a forward stock
              split of the authorized,  issued and outstanding  shares of common
              stock  on a  nine  new  for  one  old  basis.  Authorized  capital
              increased  from  75,000,000  common shares to  450,000,000  common
              shares.  Effective April 21, 2008 the Company  completed a reverse
              stock split of authorized, issued and outstanding shares of common
              stock  on a  one  new  for  five  old  basis.  Authorized  capital
              decreased  from  450,000,000 to  90,000,000.  Effective  August 9,
              2009,  the  Company  obtained  shareholder  approval  to amend its
              authorized share capital from 90,000,000 common shares,  par value
              $0.001  to  500,000,000   common  shares,  par  value  $0.001  and
              25,000,000 preferred shares, par value $0.001.



<PAGE>


                                      -23-


Fox Petroleum Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2009
(STATED IN US DOLLARS)
(Unaudited)


Note 7        CAPITAL STOCK - Notes 4, 5, 6, and 8

              These  financial  statements have been  retroactively  restated to
              reflect  reverse  stock split,  however the increase in authorized
              share  capital  will not become  effective  until not less than 20
              days after the  information  statement  regarding  the increase is
              first mailed to stockholders  and until the appropriate  filing is
              made with the Nevada  Secretary of State.  Subsequent  to November
              30,  2009,  these  required  filings  had not been  made but it is
              management's intention to do so.

              a) Share Issuance Agreements:

                  i)  On May 17, 2007, the Company entered into a share issuance
                      agreement with a subscriber that will allow the subscriber
                      to advance up to $8,000,000 to the Company in exchange for
                      units of the Company.  The units will be issued at a price
                      equal to 80% of the volume-weighted average of the closing
                      price of common share for the 10 banking days  immediately
                      preceding  the date of the notice.  Each unit will consist
                      of one common  share of the Company  and one common  share
                      purchase warrant.  Each common share purchase warrant will
                      entitle the subscriber to purchase one  additional  common
                      share at 125% of the  price of the  units  for a period of
                      three years.  Should the Company seek alternative  sources
                      of financing this  subscriber has the right to approve the
                      terms.

                      Shares issued under the agreement were as follows:

                                            Number of     Issue         Total
                      Issue Date              Units       Price       Proceeds
                      __________________    __________    _______    ___________

                      May 17, 2007            377,358      $5.30     $ 2,000,000
                      August 1, 2007           31,056      $8.05         250,000
                      September 18, 2007       44,199      $9.05         400,000
                      September 18, 2007       52,133     $10.55         550,000
                      September 27, 2007       28,708     $10.45         300,000
                      October 26, 2007         16,381     $12.21         200,000
                      October 26, 2007         21,097     $11.85         250,000
                      October 26, 2007         35,897      $9.75         350,000
                      November 28, 2007        47,337      $8.45         400,000
                      January 16, 2008         43,478      $3.45         150,000
                      January 24, 2008         96,154      $5.20         500,000
                      January 30, 2008         48,387      $3.10         150,000
                      February 11, 2008        89,286      $2.80         250,000
                      February 26, 2008        96,774      $3.10         300,000
                                            __________               ___________

                                            1,028,245                $ 6,050,000
                                            ==========               ===========

<PAGE>


                                      -24-


Fox Petroleum Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2009
(STATED IN US DOLLARS)
(Unaudited)


Note 7        CAPITAL STOCK - Notes 4, 5, 6, and 8

              a) Share Issuance Agreement: - (cont'd)

                  i) - cont'd

                      As  at  November  30,  2009,  there  are  3,048,246  share
                      purchase  warrants   outstanding   entitling  the  holders
                      thereof  the right to purchase  one common  share for each
                      warrant held as follows:

                      Number of     Exercise
                       Warrants      Price          Expiry Date
                      _________     ________     __________________

                         20,000       $6.25       February 23, 2010
                        377,358       $6.65            May 17, 2010
                         31,056      $10.05          August 1, 2010
                         44,199      $11.30      September 10, 2010
                         52,133      $13.20      September 10, 2010
                         28,708      $13.05         October 1, 2010
                         16,381      $15.25        October 26, 2010
                         21,097      $14.80        October 26, 2010
                         35,897      $12.20        October 26, 2010
                         47,337      $10.55       November 28, 2010
                         43,478       $4.30        January 16, 2011
                         96,154       $6.50        January 24, 2011
                         48,387       $3.90        January 30, 2011
                         89,286       $3.50       February 11, 2011
                         96,775       $3.90       February 26, 2011
                      2,000,000      $0.001        October 31, 2013
                      _________

                      3,048,246
                      =========

                  ii) On  November  5,  2008,   the  Company   entered   into  a
                      subscription  agreement  with  Carbon  Energy  Investments
                      Limited  ("Carbon  Energy")  for the  sale  of  80,000,000
                      shares of  common  stock at a price of $0.50 per share for
                      the aggregate price of  $40,000,000.  Carbon Energy agreed
                      to pay for the shares as follows:

                         - $15,000,000 on or before November 30, 2008 (later
                           amended to December 12, 2008);
                         - $15,000,000 on or before January 31, 2009; and
                         - 10,000,000 on or before March 31, 2009.


<PAGE>


                                      -25-


Fox Petroleum Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2009
(STATED IN US DOLLARS)
(Unaudited)


Note 7        CAPITAL STOCK - Notes 4, 5, 6, and 8 - (cont'd)

              a) Share Issuance Agreement: - (cont'd)

                  ii) - cont'd

                      On November 5, 2008, the Company entered into an agreement
                      to purchase  shares in Alaska Oil & Gas Resources  Limited
                      ("Alaska Oil & Gas") with Carbon Energy.  Carbon Energy is
                      the  sole  owner  of  Alaska  Oil & Gas.  Pursuant  to the
                      agreement,  the  Company  agreed  to  acquire  100% of the
                      issued  shares of Alaska Oil & Gas from  Carbon  Energy in
                      consideration for $57,500,000, $250,000 of which was to be
                      paid  in  cash  and  the  remainder  by  the  issuance  of
                      57,250,000 shares of common stock. On the same day, two of
                      the  Company's  directors  were  appointed as directors of
                      Alaska Oil & Gas.

                      On  November  28,  2008,  the  Company   entered  into  an
                      amendment   agreement  with  Carbon  Energy   relating  to
                      purchase  of Alaska Oil & Gas  whereby it was agreed  that
                      the consideration to be paid pursuant to the agreement was
                      varied  such  that  the  consideration   would  amount  to
                      $57,500,000,  payable by the issuance of 2,000,000  shares
                      of common  stock within  three  business  days of November
                      2008  (issued   subsequently)  and  55,500,000  shares  on
                      completion of the transaction.

                      On December 3, 2008,  the  Company  entered  into a letter
                      agreement  with Carbon Energy whereby Carbon Energy agreed
                      to return  2,000,000 shares of common stock to the company
                      upon demand  unless  certain  conditions  are fulfilled or
                      waived.  The  conditions  are,  among others,  that Carbon
                      Energy must  complete in full the  subscription  agreement
                      dated  November 5, 2008 except that the first  $20,000,000
                      must be paid to the company on or before  December 7, 2008
                      and that Carbon Energy must sell to the Company Alaska Oil
                      & Gas which must own certain  oil and gas leases  pursuant
                      to the agreement  relating to the purchase of Alaska Oil &
                      Gas.

                      On November 26, 2008, the Company issued 50,000,000 shares
                      of   restricted   common   stock  to   Carbon   Energy  in
                      consideration  for $25,000,000 to be received  pursuant to
                      the above-mentioned subscription agreement.

                      On December  2, 2008,  the  Company  issued an  additional
                      2,000,000  shares  of  restricted  common  stock to Carbon
                      Energy  pursuant to the terms of the  amendment  agreement
                      for $1,000,000 to be received.

                      The Company never  received  payment for the shares issued
                      to Carbon and Carbon never completed on the sale of Alaska
                      Oil & Gas. As a result,  the shares  that were  previously
                      subscribed  were  cancelled  along with the  agreements to
                      purchase Alaska Oil & Gas. Consequently,  shares have been
                      excluded  from  the  calculation  of loss per  share.  The
                      Company is currently  reviewing its legal position and any
                      associated remedies relating to the above.


<PAGE>


                                      -26-


Fox Petroleum Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2009
(STATED IN US DOLLARS)
(Unaudited)


Note 7        CAPITAL STOCK - Notes 4, 5, 6, and 8  - (cont'd)

              b)   Share Purchase Warrants

                  There were no changes in the Company's share purchase warrants
                  for the periods ended  November 30, 2009 and February 28, 2009
                  as presented below:

<TABLE>
<CAPTION>
                                              November 30, 2009        February 28, 2009
                                            _____________________    _____________________
                                                         Weighted                 Weighted
                                                         Average                  Average
                                            Number of    Exercise    Number of    Exercise
                                            Warrants      Price      Warrants      Price
                                            _________    ________    _________    ________
<S>                                         <C>           <C>        <C>           <C>

                  Balance, end of period    3,048,246     $2.53      3,048,246     $2.53
                                            =========     =====      =========     =====
</TABLE>

                  The  remaining  average  life of the  warrants at November 30,
                  2009 is 2.85 years (February 28, 2009: 3.61 years).

                  A finder's fee of $60,000 and 52,265 share  purchase  warrants
                  exercisable at $2.87 for a period of three years from the date
                  of issuance (6% of proceeds) were paid to Partners  Consulting
                  in connection with the Original Debenture (Note 5(e)) pursuant
                  to a finder  agreement dated February 15, 2008. The fair value
                  of the  warrants was  determined  to be $2,573 at November 30,
                  2009, using the Black-Scholes valuation model. This amount has
                  been  included  in fees  payable  in  stock  and  warrants  at
                  November  30,  2009.  The fair  value of  these  warrants  was
                  determined to be $7,592 at February 28, 2009 and, consequently
                  an amount of $5,019 has been shown as a credit to finance fees
                  for the nine months ended November 30, 2009.  The  assumptions
                  used in the Black-Scholes calculation are as follows: expected
                  life - 3 years;  volatility  - 192%;  Dividend  rate - 0%; and
                  risk free  interest  rate is 1.4%.  At November 30, 2009 these
                  warrants  had not yet been  issued  and are  included  in fees
                  payable in stock and warrants.

                  A finder's fee of $60,000 and 76,923 share  purchase  warrants
                  exercisable at $0.78 for a period of three years from the date
                  of issuance (6% of additional  proceeds) were paid to Partners
                  Consulting in  connection  with the Amended  Debentures  (Note
                  5(e) pursuant to a finder  agreement  dated February 15, 2008.
                  The fair value of the warrants was  determined to be $4,601 at
                  November 30, 2009,  using the  Black-Scholes  valuation model.
                  This  amount has been  included  in fees  payable in stock and
                  warrants  at  November  30,  2009.  The  fair  value  of these
                  warrants  was  determined  to be $15,545 at February  28, 2009
                  and,  consequently  an amount of  $10,944  has been shown as a
                  credit to finance fees for the nine months ended  November 30,
                  2009. The assumptions  used in the  Black-Scholes  calculation
                  are as follows:  expected life - 3 years; volatility - 192.6%;
                  Dividend  rate - 0%; and risk free  interest  rate is 1.4%. At
                  November  30, 2009 these  warrants had not yet been issued and
                  are included in fees payable in stock and warrants.


<PAGE>


                                      -27-


Fox Petroleum Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2009
(STATED IN US DOLLARS)
(Unaudited)


Note 8        COMMITMENTS - Notes 4, 5, 7 and 10

              a)  By agreements  dated June 8, 2007,  the Company  agreed to pay
                  three  directors  of the Company a total amount of $20,000 per
                  month for an indefinite  period for  consulting and management
                  services to the Company.  The  agreements may be terminated at
                  any time  with  cause and with  three  months  notice  without
                  cause.  On  October  19,  2007  two of these  agreements  were
                  amended from $12,000 to  (pound)9,000  ($17,900) per month and
                  from  $5,000 per month to  (pound)7,000  ($13,900).  Effective
                  June 1, 2008 these  agreements were amended from  (pound)9,000
                  to   (pound)15,000   per  month  and  from   (pound)7,000   to
                  (pound)12,500  per month.  All other terms  remained the same.
                  Effective  June 1, 2009, the agreement for  (pound)12,500  per
                  month was terminated.

              b)  On May 8, 2008 the Company entered into a consulting agreement
                  with Partners Consulting Inc. ("PCI"), a Florida  Corporation,
                  to  introduce  the Company to  potential  new  investors.  The
                  consideration  payable to PCI is warrants  to purchase  50,000
                  shares of common  stock due upon  signing  the  agreement.  In
                  addition,  PCI will receive 6% of the gross  proceeds from any
                  potential  financing,  payable  in  cash  and  share  purchase
                  warrants  equal to 6% of the  gross  proceeds.  In the event a
                  financing  is   facilitated   through  an  investment   banker
                  introduced  by PCI, PCI will  instead  receive 3% of the gross
                  proceeds, payable in cash and share purchase warrants equal to
                  3% of the gross  proceeds.  All warrants  will have a cashless
                  exercise  and will be priced at market value as of the date of
                  the financing and with a minimum expiry period of three years.
                  The consulting agreement is for a period of one year.

                  At  November  30,  2009 the  Company  had not yet  issued  the
                  warrants  for 50,000  common  shares  due upon  signing of the
                  agreement but the fair value of these  warrants was determined
                  to be $2,477,  which was included in fees payable in stock and
                  warrants  at  November  30,  2009.  The  fair  value  of these
                  warrants was determined to be $7,344 at February 28, 2009 and,
                  consequently an amount of $4,867 has been shown as a credit to
                  consulting  fees for the nine months ended  November 30, 2009.
                  These warrants are  exercisable at $2.77 and will expire three
                  years  from the  date of  issuance.  The  fair  value of these
                  warrants  was  determined  using the Black  Scholes  valuation
                  model. The assumptions used in the  Black-Scholes  calculation
                  are as follows:  expected  life - 3 years;  volatility - 192%;
                  Dividend rate - 0%; and risk free interest rate is 1.4%.

              c)  On  May  21,  2008, the Company  signed a letter of commitment
                  whereby the Company  agreed to commit to the use of a drilling
                  rig  commencing  no earlier  than  October 1, 2008 for a total
                  cost of $8,910,000  which has been accrued in accounts payable
                  and accrued  liabilities  as at February 28, 2009. The Company
                  also  committed  to enter into a well project  management  and
                  integrated  services  contract  for the  management  of a well
                  program on the rig. The Company is also obligated to pay a fee
                  of 1.75% of the operating rig rate in  acknowledgement  of the
                  value provided with the rig  opportunity,  if the Company uses
                  the rig, but not the integrated project  management  services.
                  The Company also incurred and accrued  penalties of $2,000,000
                  as  compensation  for lost  revenues of the rig owners for its
                  failure to fulfill  its  obligations  under the rig  provision
                  contract  and  may  be  liable  to  pay  up to  an  additional
                  $2,000,000  for its share of additional  costs incurred by the
                  rig owners during the Company's allotted rig slot.


<PAGE>


                                      -28-


Fox Petroleum Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2009
(STATED IN US DOLLARS)
(Unaudited)


Note 8        COMMITMENTS - Notes 4, 5, 7 and 10 - (cont'd)

              c) - (cont'd)

                  This additional  $2,000,000  amount is subject to a commercial
                  discussion  between the parties  involved and has been accrued
                  at November 30, 2009 as it is likely that will be incurred.  A
                  total of  $12,910,000  was  recorded  as a loss on  failure to
                  perform  obligations  under oil & gas commitments and has been
                  charged to the statement of  operations  during the year ended
                  February 28, 2009.

              d)  By a bonus  agreement  dated May 22, 2008,  the Company agreed
                  to issue 5,000 common shares and (pound)5,000  ($10,000) (paid
                  during the year ended  February  29,  2008) to an officer  and
                  director of the Company as a  performance  bonus.  At November
                  30,  2008,  the Company had not yet issued the shares due. The
                  fair value of the shares was  determined to be $22,150,  which
                  was included in fees payable in stock and warrants at November
                  30, 2009.

              e)  During the nine months ended November  30,  2009,  the Company
                  recorded a recovery of $11,000 (2008: $Nil) in consulting fees
                  for the change in fair value of 50,000 common shares  issuable
                  pursuant  to  Board  of  Advisors  ("BOA")   agreements  dated
                  November 17, 2007 as  compensation  to the members of the BOA.
                  An amount of $4,000 is included  in fees  payable in stock and
                  warrants at November 30, 2009 for these shares.

              f)  During the nine months ended November  30,  2009,  the Company
                  accrued  $8,460 (2008:  $Nil) in consulting  fees for the fair
                  value of 11,000 common shares issuable to a former employee of
                  the Company.  This amount is included in fees payable in stock
                  and warrants at November 30, 2009.

Note 9        SUPPLEMENTAL CASH FLOW INFORMATION

              During the three and nine month  periods  ended  November 30, 2009
              and 2008 no amounts were paid for income taxes.

              During the three and nine month  periods  ended  November 30, 2009
              and 2008 no amounts were paid for interest charges.

              Transactions not involving cash are excluded from the statement of
              cash flows.  During the nine months ended  November 30, 2009,  the
              Company  issued  15,000,000  common  shares  valued at  $4,650,000
              (2008:  $nil)  recorded as finance  fees for  penalties  under the
              debenture  agreements  (Note  5 e)) and  recorded  a  recovery  of
              finance fees of $15,963 (finance fees of $5,063) for the change in
              fair  value of  commissions  payable  by the  issuance  of  50,000
              warrants.  During the nine months ended  November  30,  2009,  the
              Company  recorded  finance fees of $Nil (2008:  $514,500)  for the
              issuance of 150,000  common shares as a commission on the issuance
              of a promissory note.

Note 10       COMPARATIVE FIGURES

              Certain comparative figures have been reclassified to conform with
              the current year's presentation.


<PAGE>


                                      -29-


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

CAUTIONARY NOTE REGARDING 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",
"intend",  "expect", "plan",  "anticipate",  "believe",  "estimate",  "project",
"predict",  "potential",  or  "continue" or the negative of these terms or other
comparable  terminology.  These  statements  speak  only as of the  date of this
quarterly report.  Examples of forward looking statements made in this quarterly
report include statements about:

     o    our future exploration programs and results;

     o    our future capital expenditures;

     o    our future financing; and

     o    our future investments in and acquisitions of oil and gas properties.

These  statements  are only  predictions  and involve  known and unknown  risks,
uncertainties  and other factors,  including the risks, such as

     o    our ability to establish or find reserves;

     o    volatility in market prices for natural gas and crude oil;

     o    liabilities inherent in natural gas and crude oil operations;

     o    uncertainties  associated  with  estimating  natural gas  reserves and
          crude oil;

     o    competition  for,  among  other  things,   capital,   acquisitions  of
          reserves, undeveloped lands and skilled personnel;

     o    political  instability or changes of laws in the countries in which we
          operate and risks of terrorist attacks;

     o    incorrect assessments of the value of acquisitions;

     o    geological, technical, drilling and processing problems;

     o    the  uncertainty  inherent in the  litigation  process,  including the
          possibility  of newly  discovered  evidence or the acceptance of novel
          legal  theories,  and the  difficulties in predicting the decisions of
          judges and juries; and

     o    other factors  discussed  under "Item 1A. Risk Factors"  commencing on
          page 11 of this quarterly report.

These risks may cause our company's or our industry's actual results,  levels of
activity or  performance  to be materially  different  from any future  results,
levels of activity or performance  expressed or implied by these forward looking
statements.

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


<PAGE>


                                      -30-


In this  report,  the terms  "we",  "us" and "our" refer to Fox  Petroleum  Inc.
and/or  its  wholly  owned  subsidiaries,   Fox  Petroleum  (Alaska)  Inc.,  Fox
Petroleum,  Inc. (a Kansas  corporation) and Fox Energy Exploration  Limited, as
the case may be.

OUR BUSINESS

We are a development stage company engaged in the  identification,  acquisition,
exploration,  and,  if  warranted,   development  of  prospective  oil  and  gas
properties.  We have oil and gas  interests in a UK onshore  license,  and joint
venture interests in a gas well in Texas.

Funding has not been made  available  to pay back Daniel  Donkel and Samuel Cade
for the Alaskan lease rental fees paid by them on our behalf. As a result we now
own no leases in Alaska.

In addition,  the annual UK onshore  license fees are now overdue.  It is highly
likely that our UK onshore  license will be returned to the UK  government if we
cannot find a suitable  assignee.  As a result,  we are unlikely to have any oil
and gas properties in the UK.

The JV interest in the Texas well  required a payment to be made in the order of
$62,000 to maintain our position in the well. This payment has not been made and
consequently we have relinquished our interest in the well.

ANTICIPATED OPERATING EXPENSES AND WORKING CAPITAL REQUIREMENTS

We estimate our minimum operating expenses and working capital  requirements for
the 12 month period ending August 31, 2010 to be as follows:

     Exploration Costs                                    $       Nil
     Employee and Consultant Compensation
                                                              120,000
     Professional Fees                                        100,000
     General and Administrative Expenses                       60,000
     Current Liabilities due in the 12 month period
        ending November 2010                               23,442,598
                                                          ___________
     Total                                                $23,722,598
                                                          ___________

EXPLORATION COSTS

We do not  expect  to incur  exploration  costs for the 12 month  period  ending
November 30, 2010 unless we obtain sufficient level of financing.

EMPLOYEE AND CONSULTANT COMPENSATION

We estimate our employee and consultant  compensation  expenses for the 12 month
period ending November 30, 2010 to be approximately $120,000.


<PAGE>


                                      -31-


PROFESSIONAL FEES

We estimate our legal and  accounting  expenses  for the 12 month period  ending
November 30, 2010 to be approximately $100,000.

GENERAL AND ADMINISTRATIVE EXPENSES

We estimate  our general and  administrative  expenses  for the 12 month  period
ending November 30, 2010 to be approximately  $60,000.  These expenses primarily
consist of lease  payments,  office  supplies and office  equipment,  and travel
expenses.

CURRENT LIABILITIES

As of November 30, 2009, we had the current  liabilities of 23,442,598 which are
due in the 12 month period ending November 30, 2010.

RESULTS OF OPERATION

REVENUES

From our inception on November 4, 2004 to November 30, 2009, we had no operating
revenues.

EXPENSES

The major  components of our expenses for the nine month periods ended  November
30, 2009 and 2008 are outlined in the table below:

<TABLE>
<CAPTION>

                                        THREE MONTHS ENDED             NINE MONTHS ENDED
                                           NOVEMBER 30,                  NOVEMBER 30,
                                    __________________________    __________________________
                                       2009           2008           2009           2008
                                    ___________    ___________    ___________    ___________
<S>                                 <C>            <C>            <C>            <C>

EXPENSES
Accounting and audit fees           $    26,500    $    31,409    $    83,726    $   135,718
Accretion of convertible note                 -        980,324              -      1,073,423
Advertising and public relations              -         44,428            286        250,669
Bank charges                                 16          2,192          9,856          9,194
Consulting fees (recovery)               (4,385)      (155,629)       107,189        470,109
Filing and transfer agent                     -          6,841          7,352         24,478
Finance fees                            207,073      2,919,413      5,275,703      3,648,653
Foreign exchange                        223,243        (14,027)       488,381        (14,027)
Insurance                                     -              -              -         45,117
Interest on notes payable               335,755         96,085        527,403        199,613
Impairment of oil and gas assets        588,270      2,512,468        588,270      2,512,468
Legal fees                               10,205        102,349         36,922        211,986
License fees                                  -              -         67,328              -
Management fees                         139,765        215,906        456,098        444,159
Office and miscellaneous                    927         18,059         27,132        183,128
Travel and entertainment                      -         26,394              -         74,708
                                    ___________    ___________    ___________    ___________
TOTAL                               $ 1,527,369    $ 6,786,212    $ 7,675,646    $ 9,274,396
                                    ===========    ===========    ===========    ===========

</TABLE>


<PAGE>


                                      -32-


ACCOUNTING AND AUDIT FEES

The  decrease  in  accounting  and audit fees for the  nine-month  period  ended
November  30, 2009 as compared to the 9 month  period  ended  November  2008 was
primarily due to lower work volume.

ACCRETION OF CONVERTIBLE NOTE

The decrease in accretion of convertible  note for the nine-month  period ending
November 30, 2009 as compared to the  nine-month  period ended November 30, 2008
was  primarily  due to the  default by our  company  during the 2009 year end of
repayments on notes  resulting in an immediate  accretion of the entire discount
of the notes during the 2009 year end.

ADVERTISING AND PUBLIC RELATIONS

The decrease in  advertising  and public  relations  expenses for the nine-month
period  ended  November  30,  2009 as compared to the  nine-month  period  ended
November 30, 2008 was primarily due to lack of funding.

BANK CHARGES

The decrease in bank charges for the  nine-month  period ended November 30, 2009
as compared to the  nine-month  period ended November 30, 2008 was primarily due
to lower volume of transactions.

CONSULTING FEES

The decrease in consulting  fees for the  nine-month  period ended  November 30,
2009 as compared to the nine-month  period ended November 30, 2008 was primarily
due to consultants resigning.

FILING AND TRANSFER AGENT

The decrease in filing and transfer agent fees for the  nine-month  period ended
November 30, 2009 as compared to the  nine-month  period ended November 30, 2008
was primarily due to lower volume of transactions.

FINANCE FEES

The decrease in finance fees for the three-month  period ended November 30, 2009
as compared to the three-month  period ended November 30, 2008 was primarily due
to no additional  financing  being  received in November,  2008.

The increase in finance fees for the  nine-month  period ended November 30, 2009
as compared to the  nine-month  period ended November 30, 2008 was primarily due
to our  defaulting  on  repayment  terms of the  debentures,  triggering a large
one-time penalty payable in shares of our company.


<PAGE>


                                      -33-


FOREIGN EXCHANGE

The  increase in foreign  exchange  expenses  for the  nine-month  period  ended
November 30, 2009 as compared to the  nine-month  period ended November 30, 2008
was primarily  due to our holding  significant  balances of unpaid  salaries and
trade payables  denominated in British pounds, which have gone unpaid during the
nine-month  period ended  November 2009. In addition,  the Company  recognized a
large  foreign  exchange  loss payable  under the terms of the foreign  exchange
adjustment clause set out in the debenture  agreements.  All of these losses are
unrealized as at November 30, 2009.

INSURANCE

The decrease in insurance expenses the nine-month period ended November 30, 2009
as compared to the  nine-month  period ended November 30, 2008 was primarily due
to non renewal of the directors and officers insurance premium.

INTEREST ON NOTES PAYABLE

The increase in interest on notes  payable  expenses for the  nine-month  period
ended November 30, 2009 as compared to the nine-month  period ended November 30,
2008 was primarily due to convertible  debentures  being issued part way through
the nine-month period ended November 30, 2008 and outstanding  during the entire
nine-month period ended November 30th, 2009.

LEGAL FEES

The decrease in legal fees for the nine-month  period ended November 30, 2009 as
compared to the  nine-month  period ended November 30, 2008 was primarily due to
decrease in work volume.

MANAGEMENT FEES

The decrease in management  fees for the  three-month  period ended November 30,
2009 as compared to the three-month period ended November 30, 2008 was primarily
due to and the  resignation  of a member of management  during the first part of
2009.

Management  fees for the  nine-month  ended November 30, 2009 as compared to the
nine-month period ended November 30, 2008 remained  relatively stable due to the
recognition of independent director compensation during the 2010 year end, which
has been offset by the above mentioned resignation of a member of management.

OFFICE AND MISCELLANEOUS

The  decrease in office and  miscellaneous  expenses for the  nine-month  period
ended November 30, 2009 as compared to the nine-month  period ended November 30,
2008  was  primarily  due to a  significant  decrease  in  activity  during  the
nine-month period ended November 30, 2009.


<PAGE>


                                      -34-


TRAVEL AND ENTERTAINMENT

The  decrease in travel and  entertainment  expenses for the  nine-month  period
ended November 30, 2009 as compared to the nine-month  period ended November 30,
2008 was due to a significant  decrease in activity during the nine-month period
ended November 30th 2009

LIQUIDITY AND CAPITAL RESOURCES

WORKING CAPITAL
                              AT NOVEMBER 30,    AT FEBRUARY 28,
                                   2009               2009
                              _______________    _______________

Current Assets                $       1,143      $     163,923
Current Liabilities           $  23,442,598      $  21,289,775
Working Capital (Deficit)     $ (23,441,455)     $ (21,125,852)

As of November 30, 2009, we held a cash balance of $1,143 and a working  capital
deficit  of  $23,441,455,  compared  to a cash  balance  of $6,205 and a working
capital  deficit of  $21,125,852  as of  February  28,  2009.  We have  suffered
recurring losses from inception.

FINANCING FROM TRAFALGAR CAPITAL SPECIALIZED INVESTMENT FUND, LUXEMBOURG

We failed to make most payments due to Trafalgar Capital Specialized  Investment
Fund,   Luxembourg   under  the   various   securities   purchase   arrangements
(approximately $196,000 in scheduled principal,  premium and interest repayments
at February 28, 2009).  We later were not in a position to repay the  $1,250,000
principal  due at the end of April 2009 under a  Securities  Purchase  Agreement
with Trafalgar (which would have left $2,250,000 principal outstanding).

Subsequently,  Trafalgar and we have commenced negotiations to amend the various
securities  purchase agreements to avoid default notices and legal action having
to be taken.

As a result,  in April 30, 2009, we and Trafalgar  entered into amendment to the
securities purchase agreement, secured debenture,  registration rights agreement
and security agreement,  whereby Trafalgar agreed to extend the maturity date of
a secured debenture in the principal amount of $1,250,000 until October 31, 2009
from April 30, 2009.

We were not able to repay Trafalgar  $1,250,000  principal due under the secured
debenture  with the extended  maturity date of October 31, 2009 by that maturity
date and we are in  discussion  with  Trafalgar  as to a remedy.

Annual  Rental Payments for Leases in Alaska

On January 30, 2009, we entered into an agreement  with Daniel Donkel and Samuel
Cade regarding 12 oil and gas leases in the State of Alaska,  which were sold by
Messrs. Donkel and Cade to us.


<PAGE>


                                      -35-


Under the terms of the  agreement,  Messrs.  Donkel and Cade agreed to use their
best efforts to make, on our behalf,  annual  rental  payments for the 12 leases
totaling up to $64,980 on or before the due date of each  payment.  The payments
were due on  February  1,  2009  and were  paid by  Messrs.  Donkel  and Cade on
February 1, 2009.

We agreed to repay to them by March 2, 2009 any portion of the payments  made by
them. The repayment amount is subject to an 18% interest rate per annum. We also
granted  them a security  interest in our right,  title,  and interest in the 12
leases.  We further agreed to transfer and assign 25% of our right,  title,  and
interest  in the 12  leases  to Mr.  Donkel  and 75% of our  right,  title,  and
interest  in the 12 leases to Mr.  Cade in the event of our  failure  to pay the
repayment amount in a timely manner.

To date we have not been in a position  to  reimburse  Messrs.  Donkel and Cade.
Before the end of May 2009, we entered into a letter agreement with Messrs. Cade
and Donkel extending  repayment deadline to August 14, 2009 within which we have
to repay the annual  rental  payments  made by them on February 1, 2009 together
with  interest.  In order  to  obtain  the  extension,  we  executed  the  lease
assignments  for all of the above 12 oil and gas leases and delivered  them into
escrow with the attorney of Messrs.  Cade and Donkel.

We also had lease payments  unpaid  totaling  $25,126 for five leases which were
due by March 1,  2009.  We also had to pay  further  $25,790  for  Alaska  lease
payments for three leases by June 1, 2009.

As of May 16, 2009 and May 29,  2009,  we entered into  agreements  with Messrs.
Donkel and Cade  whereby  they paid lease rental fees of $25,126 for five leases
which  were due by March 1,  2009 and lease  rental  fees of  $25,790  for three
leases which were due by June 1, 2009,  respectively,  on behalf of our company.
Under  the  agreements  we had  until  August  14,  2009 to  repay  them in full
including any accrued  interest.  The amount paid on our behalf is subject to an
18% interest rate per annum.

We failed to repay these  amounts and as such,  these leases were  automatically
assigned to Messrs. Donkel and Cade under the lease assignment agreements signed
by us and held in escrow by Messrs. Donkel and Cade.

FUTURE FINANCING

We have no access to  capital  to repay our debt or fund our  current or ongoing
operations. We have not been able to meet our obligations as they become due and
we have  been  forced  to  scale  down  our  operations.  Unless  we can  secure
additional capital and renegotiate the terms of our outstanding debts, we may be
required to discontinue our operations at any time.

There are no  assurances  that we will be able to obtain funds  required for our
continued  operations.  There can be no assurance that additional financing will
be  available  to us when  needed or, if  available,  that it can be obtained on
commercially reasonable terms. If we are not able to obtain additional financing
required for our continued  operations  on a timely basis,  we will be forced to
cease our operations.


<PAGE>


                                      -36-


GOING CONCERN

Because  we are in the  development  stage,  have  not yet  achieved  profitable
operations  and are dependent on our ability to raise capital from  stockholders
or other sources to meet our obligations and repay our liabilities  arising from
normal business  operations when they become due, in their report on our audited
financial  statements  for the years ended  February  28, 2009 and  February 29,
2008,  our  independent  auditors  included an explanatory  paragraph  regarding
substantial  doubt  about  our  ability  to  continue  as a going  concern.  Our
financial   statements  contain   additional  note  disclosure   describing  the
circumstances that led to this disclosure by our independent auditors.

OFF-BALANCE SHEET ARRANGEMENTS

We have no 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 is material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.

Not Applicable.

ITEM 4T. CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the  Securities  Exchange Act of 1934,  we have
carried out an evaluation of the  effectiveness  of our disclosure  controls and
procedures as of the end of the period covered by this quarterly  report,  being
November 30, 2009.  This  evaluation was carried out under the  supervision  and
with the  participation  of our  management,  including  our President and Chief
Executive  Officer.

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that  information  required  to be  disclosed  in our reports
filed or  submitted  under  the  Securities  Exchange  Act of 1934 is  recorded,
processed,  summarized  and reported,  within the time periods  specified in the
Securities and Exchange  Commission's rules and forms.  Disclosure  controls and
procedures  include controls and procedures  designed to ensure that information
required to be disclosed in our  company's  reports  filed under the  Securities
Exchange Act of 1934 is accumulated and  communicated  to management,  including
our President and Chief Executive Officer,  to allow timely decisions  regarding
required disclosure.

Our  management  does not expect that our  disclosure  controls or our  internal
controls over  financial  reporting  will prevent all error and fraud. A control
system, no matter how well conceived and operated,  can provide only reasonable,
but no absolute,  assurance  that the  objectives  of a control  system are met.
Further, any control system reflects limitations on resources,  and the benefits
of a control system must be considered  relative to its costs. These limitations
also include the realities that judgments in  decision-making  can be faulty and
that  breakdowns  can occur  because of simple  error or mistake.  Additionally,
controls  can be  circumvented  by the  individual  acts  of  some  persons,  by


<PAGE>


                                      -37-



collusion of two or more people or by management override of a control. A design
of a control  system is also  based upon  certain  assumptions  about  potential
future conditions;  over time, controls may become inadequate because of changes
in conditions,  or the degree of compliance  with the policies or procedures may
deteriorate.  Because of the inherent  limitations in a  cost-effective  control
system,  misstatements  due to error or fraud may occur and may not be detected.

Based upon that evaluation,  our President and Chief Executive Officer concluded
that our disclosure  controls and procedures  were  ineffective as of the end of
the period  covered by this  quarterly  report.

Our  management  identified  the following  material  weaknesses in our internal
control over financial  reporting,  which are indicative of many small companies
with small  staff:  (i)  inadequate  segregation  of duties and  effective  risk
assessment; and (ii) insufficient written policies and procedures for accounting
and financial reporting with respect to the requirements and application of both
US GAAP and SEC guidelines.

We plan to take steps to enhance and improve the design of our internal  control
over financial reporting.  During the period covered by this quarterly report on
Form 10-Q, we have not been able to remediate the material weaknesses identified
above due to lack of funding and further staff  resignations.  To remediate such
weaknesses,  we plan to implement the following  changes  during our fiscal year
ending February 28, 2010: (i) appoint additional  qualified personnel to address
inadequate segregation of duties and ineffective risk management; and (ii) adopt
sufficient   written  policies  and  procedures  for  accounting  and  financial
reporting.  The remediation efforts set out above are largely dependent upon our
securing  additional  financing to cover the costs of  implementing  the changes
required. If we are unsuccessful in securing such funds, remediation efforts may
be adversely affected in a material manner.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There were no changes in our internal  control  over  financial  reporting  that
occurred  during our fiscal quarter ended November 30, 2009 that have materially
affected,  or are reasonably likely to materially  affect,  our internal control
over financial reporting.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Except for claims,  if any, arising out of our letter of commitment with Senergy
Limited (as  disclosed in our annual report on Form 10-K filed on July 15, 2009)
and trade  creditor  related debt for our  operations in Kansas (as disclosed in
our annual report on Form 10-K filed on July 15, 2009),  we know of no material,
existing or pending legal proceedings to which we are a party or of which any of
our property is the subject.

There are no material  proceedings  in which any of our  directors,  officers or
affiliates,  or any  registered or beneficial  stockholder,  or any associate of
such director,  officer,  affiliate, or stockholder, is a party adverse to us or
has a material interest adverse to us.


<PAGE>


                                      -38-

ITEM 1A. RISK FACTORS.

In addition to other  information in this quarterly  report,  the following risk
factors should be carefully  considered in evaluating our business  because such
factors  may have a  significant  impact  on our  business,  operating  results,
liquidity  and  financial  condition.  As a result of the risk factors set forth
below,  actual  results  could  differ  materially  from those  projected in any
forward looking  statements.  Additional risks and  uncertainties  not presently
known to us, or that we currently consider to be immaterial, may also impact our
business,  operating  results,  liquidity and financial  condition.  If any such
risks occur, our business,  operating results, liquidity and financial condition
could be materially affected in an adverse manner. Under such circumstances, the
trading price of our securities  could decline,  and you may lose all or part of
your investment.

RISKS RELATING TO OUR BUSINESS AND THE OIL AND GAS INDUSTRY

OUR FINANCIAL  CONDITION IS PRECARIOUS AND WE HAVE NO ACCESS TO CAPITAL TO REPAY
OUR DEBT OR FUND  OUR  CURRENT  OR  ONGOING  OPERATIONS.  UNLESS  WE CAN  SECURE
ADDITIONAL CAPITAL AND RENEGOTIATE THE TERMS OF OUR OUTSTANDING DEBTS, WE MAY BE
REQUIRED TO DISCONTINUE OUR OPERATIONS AT ANY TIME.

As of November 30, 2009, we had cash of $1,143 and had a working capital deficit
of $23,441,455. We do not have any credit available to us nor have we identified
other  sources  of  capital  and it is  unlikely,  given our  current  financial
condition  and the  ongoing  global  financial  crisis,  that we will secure any
additional  credit or  capital.  Unless we can  secure  additional  capital  and
renegotiate  the  terms  of  our  outstanding  debts,  we  may  be  required  to
discontinue our operations at any time. If we discontinue  our  operations,  our
stockholders will lose the entire amount of their investments in our company.

OUR INDEPENDENT  AUDITORS HAVE EXPRESSED  SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO
CONTINUE  AS A GOING  CONCERN,  WHICH MAY  HINDER OUR  ABILITY TO OBTAIN  FUTURE
FINANCING.

We incurred net losses of $7,550,503  for the  nine-month  period ended November
30, 2009. At November 30, 2009, we had  accumulated a deficit of $42,507,929 and
had a working capital deficit of $23,441,455.

Because  we are in the  development  stage,  have  not yet  achieved  profitable
operations  and are dependent on our ability to raise capital from  stockholders
or other sources to meet our obligations and repay our liabilities  arising from
normal  business  operations  when they come due, in their report on our audited
financial  statements  for the years ended  February  28, 2009 and  February 29,
2008,  our  independent  auditors  included an explanatory  paragraph  regarding
concerns  about our  ability  to  continue  as a going  concern.  Our  financial
statements contain additional note disclosure  describing the circumstances that
led to this disclosure by our independent auditors.


<PAGE>


                                      -39-


IF WE ARE REQUIRED FOR ANY REASON TO REPAY OUR OUTSTANDING  SECURED  CONVERTIBLE
DEBENTURES  OR ANY OTHER  INDEBTEDNESS,  WE WOULD BE  REQUIRED  TO  DEPLETE  OUR
WORKING CAPITAL,  IF AVAILABLE,  OR RAISE ADDITIONAL FUNDS. OUR FAILURE TO REPAY
THE CONVERTIBLE DEBENTURES OR ANY OTHER INDEBTEDNESS,  IF REQUIRED, COULD RESULT
IN OUR HAVING NO OR NOMINAL  ASSETS IN  ADDITION  TO LEGAL  ACTION  AGAINST  OUR
COMPANY.

If we are  required to repay the  secured  convertible  debentures  or any other
indebtedness  for any reason,  we would be  required to use our limited  working
capital and raise  additional  funds.  Because we were unable to pay back Daniel
Donkel and Samuel  Cade for the  Alaskan  lease  rental fees paid by them on our
behalf,  the process of assigning our Alaskan leases to Messrs.  Donkel and Cade
has now been  completed and we now own no leases in Alaska.  If we are unable to
repay  the  secured  convertible  debentures  or  any  other  indebtedness  when
required,  it may result in our having no or nominal assets and we may be forced
to cease our  operations.  In addition,  the lenders could commence legal action
against our company  and  foreclose  on all of our assets to recover the amounts
due.  Any such legal  action  would  require our  company to possibly  cease our
operations.

WE HAVE HAD A HISTORY OF LOSSES AND NO REVENUE TO DATE, WHICH TREND MAY CONTINUE
AND MAY  NEGATIVELY  IMPACT OUR ABILITY TO ACHIEVE OUR BUSINESS  OBJECTIVES.

We have experienced net losses since inception,  and expect to continue to incur
substantial  losses for the foreseeable  future.  To date, we have not generated
any significant  revenues from our  operations.  We will not be able to generate
significant  revenues  in the  immediate  future.  As a result,  our  management
expects  the  business  to continue  to  experience  negative  cash flow for the
foreseeable  future and cannot  predict when, if ever, our business might become
profitable.  We need to  raise  additional  funds,  and  such  funds  may not be
available on commercially acceptable terms, if at all. If we are unable to raise
funds on acceptable terms, we may not be able to execute our business plan, take
advantage  of future  opportunities,  or respond  to  competitive  pressures  or
unanticipated  requirements.  This may seriously  harm our  business,  financial
condition and results of operations.

WE ARE A DEVELOPMENT STAGE COMPANY WITH A LIMITED OPERATING  HISTORY,  WHICH MAY
HINDER OUR ABILITY TO  SUCCESSFULLY  MEET OUR  OBJECTIVES.

We are a development  stage company with only a limited  operating  history upon
which to base an evaluation  of our current  business and future  prospects.  We
have only begun engaging in the oil and gas exploration and development business
since  February  2007 and our company  does not have an  established  history of
locating and developing  properties that have oil and gas reserves. As a result,
the revenue and income  potential  of our  business is  unproven.  In  addition,
because of our limited  operating  history,  we have limited insight into trends
that may emerge and affect our business.  Errors may be made in  predicting  and
reacting  to  relevant  business  trends  and we will be  subject  to the risks,
uncertainties and difficulties  frequently  encountered by early-stage companies
in evolving  markets.  We may not be able to successfully  address any or all of
these  risks and  uncertainties.  Failure to  adequately  do so could  cause our
business, results of operations and financial condition to suffer.


<PAGE>


                                      -40-


MARKET CONDITIONS OR OPERATION  IMPEDIMENTS MAY HINDER OUR ACCESS TO OIL AND GAS
MARKETS  OR DELAY OUR  POTENTIAL  PRODUCTION.

The  marketability of potential  production from our properties  depends in part
upon  the  availability,  proximity  and  capacity  of  pipelines,  natural  gas
gathering systems and processing facilities. This dependence is heightened where
this infrastructure is less developed.  Therefore,  even if drilling results are
positive in certain areas of our oil and gas properties,  a new gathering system
may need to be built to handle the potential volume of oil and gas produced.  We
might be required to shut in wells, at least  temporarily,  for lack of a market
or because of the inadequacy or unavailability of transportation  facilities. If
that were to occur, we would be unable to realize revenue from those wells until
arrangements were made to deliver production to market.

Even if we are able to establish any oil or gas reserves on our properties,  our
ability to produce and market oil and gas is affected and also may be harmed by:

     o    inadequate pipeline transmission facilities or carrying capacity;

     o    government regulation of natural gas and oil production;

     o    government transportation, tax and energy policies;

     o    changes in supply and demand; and

     o    general economic conditions.

OUR FUTURE  PERFORMANCE IS DEPENDENT  UPON OUR ABILITY TO IDENTIFY,  ACQUIRE AND
DEVELOP OIL AND GAS  PROPERTIES,  THE FAILURE OF WHICH COULD RESULT IN UNDER USE
OF CAPITAL  AND  LOSSES.

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

The successful acquisition and development of oil and gas properties requires an
assessment  of  recoverable  reserves,  future oil and gas prices and  operating
costs,  potential  environmental and other liabilities,  and other factors. Such
assessments are necessarily inexact and their accuracy inherently uncertain.  In
addition,  no  assurance  can be given  that  our  exploration  and  development
activities will result in the discovery of any reserves.

WE HAVE A VERY SMALL  MANAGEMENT TEAM AND THE LOSS OF ANY MEMBER OF OUR TEAM MAY
PREVENT US FROM  IMPLEMENTING OUR BUSINESS PLAN IN A TIMELY MANNER.

We currently have two executive officers and no other full time employees. We do
not maintain key person life  insurance  policies on our  executive  officers or
consultants,  the loss of which could  seriously  harm our  business,  financial
condition  and results of  operations.  In such an event,  we may not be able to
recruit  personnel to replace our executive  officers or consultants in a timely
manner, or at all, on acceptable terms.


<PAGE>


                                      -41-


IF WE  ARE  UNABLE  TO  SUCCESSFULLY  RECRUIT  QUALIFIED  MANAGERIAL  AND  FIELD
PERSONNEL HAVING  EXPERIENCE IN OIL AND GAS  EXPLORATION,  WE MAY NOT BE ABLE TO
CONTINUE  OUR  OPERATIONS.

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

WE WILL HAVE SUBSTANTIAL  CAPITAL  REQUIREMENTS THAT, IF NOT MET, MAY HINDER OUR
GROWTH AND  OPERATIONS.

Our future growth depends on our ability to make large capital  expenditures for
the exploration  and  development of our natural gas and oil properties.  Future
cash  flows and the  availability  of  financing  will be subject to a number of
variables, such as:

     o    the success of our planned projects in Texas and in the UK;

     o    success in locating and producing reserves; and

     o    prices of natural gas and oil.

Financing  might  not be  available  in the  future,  or we might not be able to
obtain necessary financing on acceptable terms, if at all. If sufficient capital
resources  are not  available,  we might be forced to curtail our  drilling  and
other  activities or be forced to sell some assets on an untimely or unfavorable
basis, which would have an adverse affect on our business,  financial  condition
and results of operations.

IF  WE  OBTAIN  ADDITIONAL  FINANCING,  OUR  EXISTING  STOCKHOLDERS  MAY  SUFFER
SUBSTANTIAL  DILUTION OR WE MAY NOT HAVE SUFFICIENT FUNDS TO PAY THE INTEREST ON
OUR CURRENT OR FUTURE DEBT.

Additional   financing   sources   will  be  required  in  the  future  to  fund
developmental and exploratory drilling. Issuing equity securities to satisfy our
financing   requirements  could  cause  substantial  dilution  to  our  existing
stockholders.

Additional debt financing could lead to:

     o    a substantial  portion of operating  cash flow being  dedicated to the
          payment of principal and interest;

     o    being more vulnerable to competitive pressures and economic downturns;
          and

     o    restrictions on our operations.

If we incur  indebtedness,  our ability to meet our debt  obligations and reduce
our level of  indebtedness  depends  on  future  performance.  General  economic
conditions, oil and gas prices and financial,  business and other factors affect
our  operations  and future  performance.  Many of these  factors are beyond our
control.  We cannot assure you that we will be able to generate  sufficient cash
flow to pay the  interest on our  current or future debt or that future  working
capital,  borrowings or equity  financing  will be available to pay or refinance
such  debt.  Factors  that will  affect our  ability  to raise  cash  through an
offering of our capital  stock or a  refinancing  of our debt include  financial
market  conditions,  the value of our assets and performance at the time we need
capital.  We cannot assure you that we will have  sufficient  funds to make such


<PAGE>


                                      -42-


payments.  If we do not  have  sufficient  funds  and are  otherwise  unable  to
negotiate renewals of our borrowings or arrange additional  financing,  we might
have to sell  significant  assets.  Any such sale could have a material  adverse
effect on our business and financial results.

WE MAY  NOT BE ABLE TO  DETERMINE  RESERVE  POTENTIAL  OR  IDENTIFY  LIABILITIES
ASSOCIATED  WITH  OUR  PROPERTIES  IN  TEXAS  AND  THE UK  AND/OR  OTHER  FUTURE
PROPERTIES.  WE MAY ALSO NOT BE ABLE TO OBTAIN  PROTECTION  FROM VENDORS AGAINST
POSSIBLE LIABILITIES, WHICH COULD CAUSE US TO INCUR LOSSES.

Although we have reviewed and evaluated our properties in Texas and the UK, such
review and  evaluation  might not  necessarily  reveal all existing or potential
problems.  This is also true for any future acquisitions made by us. Inspections
may not always be performed on every well, and environmental  problems,  such as
groundwater   contamination,   are  not  necessarily  observable  even  when  an
inspection is  undertaken.  Even when problems are  identified,  a vendor may be
unwilling or unable to provide effective  contractual  protection against all or
part of those  problems,  and we may assume  environmental  and other  risks and
liabilities in connection with the acquired properties.

IF WE OR OUR OPERATORS FAIL TO MAINTAIN ADEQUATE  INSURANCE,  OUR BUSINESS COULD
BE  MATERIALLY  AND  ADVERSELY  AFFECTED.

Our operations  are subject to risks inherent in the oil and gas industry,  such
as blowouts,  cratering,  explosions,  uncontrollable  flows of oil, gas or well
fluids, fires, pollution, earthquakes and other environmental risks. These risks
could result in substantial losses due to injury and loss of life, severe damage
to and destruction of property and equipment,  pollution and other environmental
damage,  and  suspension  of  operations.  We could be liable for  environmental
damages caused by previous property owners. As a result, substantial liabilities
to third parties or governmental entities may be incurred,  the payment of which
could have a material  adverse effect on our financial  condition and results of
operations.

We expect that any  prospective  drilling  contractor or operator  which we hire
will be required to maintain  insurance of various types to cover our operations
with policy limits and retention liability customary in the industry. Therefore,
we do not plan to acquire our own  insurance  coverage for such  prospects.  The
occurrence of a significant  adverse event on such  prospects  that is not fully
covered by insurance  could result in the loss of all or part of our  investment
in a  particular  prospect  which  could have a material  adverse  effect on our
financial condition and results of operations.

THE OIL AND GAS INDUSTRY IS HIGHLY  COMPETITIVE,  AND WE DO NOT HAVE  SUFFICIENT
RESOURCES  TO  COMPETE   EFFECTIVELY.

The oil and gas industry is highly competitive.  We compete with oil and natural
gas companies and other individual  producers and operators,  many of which have
longer  operating  histories  and  substantially  greater  financial  and  other
resources than we do, as well as companies in other industries supplying energy,
fuel and other needs to consumers.  Our larger  competitors,  by reason of their
size and relative  financial  strength,  can more easily access capital  markets
than  we can and  may  enjoy  a  competitive  advantage  in the  recruitment  of
qualified  personnel.  They may be able to absorb the  burden of any  changes in
laws and  regulation  in the  jurisdictions  in which we do business  and handle


<PAGE>


                                      -43-


longer  periods of reduced  prices for oil and gas more easily than we can.  Our
competitors  may be able to pay more for oil and gas leases and  properties  and
may be able to define, evaluate, bid for and purchase a greater number of leases
and properties than we can.  Further,  these  companies may enjoy  technological
advantages  and may be able to implement new  technologies  more rapidly than we
can. Our ability to acquire additional properties in the future will depend upon
our  ability to  conduct  efficient  operations,  evaluate  and select  suitable
properties,  implement  advanced  technologies and consummate  transactions in a
highly competitive environment.

EXPLORATION  AND  PRODUCTION  ACTIVITIES  ARE  SUBJECT TO CERTAIN  ENVIRONMENTAL
REGULATIONS  WHICH MAY PREVENT OR DELAY THE  COMMENCEMENT  OR CONTINUANCE OF OUR
OPERATIONS.

In general,  our  exploration  and production  activities are subject to certain
federal,   state,   local,   and  foreign  laws  and  regulations   relating  to
environmental  quality and pollution control. Such laws and regulations increase
the costs of these  activities  and may  prevent  or delay the  commencement  or
continuance of a given  operation.  Specifically,  we are subject to legislation
regarding  emissions  into the  environment,  water  discharges  and storage and
disposition of hazardous wastes. In addition, legislation has been enacted which
requires  well  and  facility  sites  to  be  abandoned  and  reclaimed  to  the
satisfaction  of state  authorities.  However,  such  laws and  regulations  are
frequently changed and any such changes may have material adverse effects on our
activities.  We are unable to predict the ultimate cost of compliance  with such
laws and  regulations.  Generally,  environmental  requirements do not appear to
affect  us any  differently  or to any  greater  or  lesser  extent  than  other
companies  in the  industry.  To date we have not  been  required  to spend  any
material amount on compliance with environmental regulations. However, we may be
required  to do so in  future  and this may  affect  our  ability  to  expand or
maintain our operations.

ANY CHANGE TO GOVERNMENT REGULATION/ADMINISTRATIVE PRACTICES MAY HAVE A NEGATIVE
IMPACT ON OUR ABILITY TO OPERATE AND OUR PROFITABILITY.

The  business  of  oil  and  gas  exploration  and  development  is  subject  to
substantial regulation under federal,  state, local and foreign laws relating to
the  exploration  for,  and  the  development,  upgrading,  marketing,  pricing,
taxation,  and  transportation  of oil and gas and  related  products  and other
matters.  Amendments to current laws and  regulations  governing  operations and
activities of oil and gas exploration and  development  operations  could have a
material adverse impact on our business. In addition,  there can be no assurance
that income tax laws,  royalty  regulations  and government  incentive  programs
related to our oil and gas  properties  and the oil and gas industry  generally,
will not be changed in a manner  which may  adversely  affect our  progress  and
cause  delays,  inability  to  explore  and  develop  or  abandonment  of  these
interests.

Permits,  leases,  licenses,  and  approvals  are  required  from a  variety  of
regulatory  authorities at various stages of exploration and development.  There
can be no assurance that the various government  permits,  leases,  licenses and
approvals  sought will be granted in respect of our  activities  or, if granted,
will not be cancelled or will be renewed upon expiry. There is no assurance that
such  permits,  leases,  licenses,  and  approvals  will not  contain  terms and
provisions   which  may  adversely   affect  our   exploration  and  development
activities.


<PAGE>


                                      -44-


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  PLANS.

If drilling activity increases worldwide,  a shortage of drilling and completion
rigs,  field equipment and qualified  personnel could develop.  These costs have
recently  increased sharply and could continue to do so. The demand for and wage
rates  of  qualified  drilling  rig  crews  generally  rise in  response  to the
increasing  number of active rigs in service and could  increase  sharply in the
event of a shortage.  Shortages of drilling and completion rigs, field equipment
or qualified  personnel  could delay,  restrict or curtail our  exploration  and
development operations, which could in turn harm our operating results.

THE  GEOGRAPHIC  CONCENTRATION  OF ALL OF OUR  PROPERTIES  IN  TEXAS  AND THE UK
SUBJECTS US TO AN INCREASED RISK OF LOSS OF REVENUE OR CURTAILMENT OF PRODUCTION
FROM FACTORS  AFFECTING THOSE AREAS.

The geographic  concentration of our joint venture interests in Texas and our UK
onshore  license means that our  properties  could be affected by the same event
should the regions experience:

     o    severe weather;

     o    delays or decreases in  production,  the  availability  of  equipment,
          facilities or services;

     o    delays or  decreases  in the  availability  of capacity to  transport,
          gather or process production; or

     o    changes in the regulatory environment.

THE OIL AND GAS EXPLORATION  AND PRODUCTION  INDUSTRY IS HISTORICALLY A CYCLICAL
INDUSTRY AND MARKET  FLUCTUATIONS  IN THE PRICES OF OIL AND GAS COULD  ADVERSELY
AFFECT OUR BUSINESS.

Prices for oil and gas tend to  fluctuate  significantly  in response to factors
beyond our control. These factors include:

     o    weather  conditions  in the United  States and  wherever  our property
          interests are located;

     o    economic conditions, including demand for petroleum-based products, in
          the United States and the rest of the world;

     o    actions by OPEC, the Organization of Petroleum Exporting Countries;

     o    political  instability  in the Middle East and other major oil and gas
          producing regions;

     o    governmental regulations, both domestic and foreign;

     o    domestic and foreign tax policy;

     o    the  pace  adopted  by  foreign   governments  for  the   exploration,
          development, and production of their national reserves;

     o    the price of foreign imports of oil and gas;

     o    the cost of exploring for, producing and delivering oil and gas;

     o    the discovery rate of new oil and gas reserves;

     o    the rate of decline of existing and new oil and gas reserves;

     o    available pipeline and other oil and gas transportation capacity;

     o    the ability of oil and gas companies to raise capital;

     o    the overall supply and demand for oil and gas; and

     o    the availability of alternate fuel sources.


<PAGE>


                                      -45-


Changes in  commodity  prices may  significantly  affect our capital  resources,
liquidity and expected  operating  results.  Price changes will directly  affect
revenues and can indirectly impact expected production by changing the amount of
funds  available  to  reinvest  in  exploration   and  development   activities.
Reductions in oil and gas prices not only reduce revenues and profits, but could
also  reduce the  quantities  of  reserves  that are  commercially  recoverable.
Significant  declines in prices could result in non-cash charges to earnings due
to impairment.

Changes  in  commodity  prices  may also  significantly  affect  our  ability to
estimate the value of producing  properties for  acquisition and divestiture and
often cause  disruption in the market for oil and gas producing  properties,  as
buyers and sellers  have  difficulty  agreeing  on the value of the  properties.
Price volatility also makes it difficult to budget for and project the return on
acquisitions  and the development and  exploitation of projects.  We expect that
commodity prices will continue to fluctuate significantly in the future.

EXPLORATORY  DRILLING INVOLVES MANY RISKS THAT ARE OUTSIDE OUR CONTROL WHICH MAY
RESULT IN A MATERIAL  ADVERSE  EFFECT ON OUR  BUSINESS,  FINANCIAL  CONDITION OR
RESULTS OF  OPERATIONS.

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

WE ARE  DEPENDENT  UPON THE  EFFORTS OF  VARIOUS  THIRD  PARTIES  THAT WE DO NOT
CONTROL  AND,  AS A  RESULT,  WE MAY  NOT BE  ABLE  TO  CONTROL  THE  TIMING  OF
DEVELOPMENT EFFORTS, ASSOCIATED COSTS, OR THE RATE OF PRODUCTION OF RESERVES (IF
ANY).

The success of our business  depends upon the efforts of various  third  parties
that we do not control.  We may need to contract many service  providers such as
rig and  drilling  contractors.  As a result,  we may have  limited  ability  to
exercise  influence over the  operations of the  properties or their  associated
costs.  Our  dependence on the operator  and,  where  applicable,  other working
interest  owners  for  these  projects  and our  limited  ability  to  influence
operations  and associated  costs could prevent the  realization of our targeted
returns on capital in drilling or acquisition activities. The success and timing
of  development  and  exploitation  activities on properties  operated by others
depend  upon a number of factors  that will be largely  outside of our  control,
including:

     o    the timing and amount of capital expenditures;

     o    the operator's expertise and financial resources;

     o    approval of other participants in drilling wells;

     o    selection of technology;


<PAGE>


                                      -46-


     o    the rate of production of the reserves; and

     o    the  availability  of  suitable  drilling  rigs,  drilling  equipment,
          production and transportation infrastructure,  and qualified operating
          personnel.

We expect to rely upon various companies to provide us with technical assistance
and  services.  We  also  expect  to  rely  upon  the  services  of  geologists,
geophysicists,  chemists,  engineers and other scientists to explore and analyze
oil and gas  prospects to determine a method in which the oil and gas  prospects
may be  developed  in a  cost-effective  manner.  Although  our  management  has
relationships with a number of third-party  service providers,  we cannot assure
you that we will be able to  continue to rely on such  persons.  If any of these
relationships   with  third-party   service  providers  are  terminated  or  are
unavailable on commercially  acceptable terms, we may not be able to execute our
business plan.

WE MAY BE UNABLE TO RETAIN OUR LEASES OR LICENSES  AND WORKING  INTERESTS IN OUR
LEASES OR LICENSES,  WHICH WOULD RESULT IN SIGNIFICANT  FINANCIAL  LOSSES TO OUR
COMPANY.

In general, our properties are held under oil and gas leases or licenses.  If we
fail to meet the specific  requirements of each lease or license,  such lease or
license  may  terminate  or  expire.  We  cannot  assure  you  that  any  of the
obligations  required  to  maintain  each  lease  or  license  will be met.  The
termination or expiration of our leases or licenses will harm our business.  Our
property  interests will terminate unless we fulfill certain  obligations  under
the  terms of our  leases  or  licenses  and other  agreements  related  to such
properties.  If we are unable to satisfy these  conditions on a timely basis, we
may lose our rights in these  properties.  The  termination  of our interests in
these properties will harm our business.  In addition,  we will need significant
funds to meet capital requirements for the exploration activities that we intend
to conduct on our properties.

TITLE  DEFICIENCIES  COULD RENDER OUR LEASES  WORTHLESS WHICH COULD HAVE ADVERSE
EFFECTS ON OUR FINANCIAL CONDITION OR RESULTS OF OPERATIONS.

The existence of a material title  deficiency  can render a lease  worthless and
can result in a large expense to our  business.  It is our practice in acquiring
oil and gas  leases or  undivided  interests  in oil and gas leases to forgo the
expense of retaining  lawyers to examine the title to the oil or gas interest to
be placed under lease or already placed under lease.  Instead,  we rely upon the
judgment of oil and gas landmen who perform the field work in examining  records
in the appropriate  governmental office before attempting to place under lease a
specific oil or gas  interest.  We do not  anticipate  that we, or the person or
company acting as operator of the wells located on the properties  that we lease
or may lease in the future,  will obtain  counsel to examine  title to the lease
until  the  well is about to be  drilled.  As a  result,  we may be  unaware  of
deficiencies in the  marketability of the title to the lease.  Such deficiencies
may render the lease worthless.


<PAGE>


                                      -47-


RISKS RELATING TO OUR COMMON STOCK

IF WE FAIL TO FILE  OUR  REQUIRED  FILINGS  WITH  THE  SECURITIES  AND  EXCHANGE
COMMISSION IN AN ACCURATE AND TIMELY  MANNER,  OUR COMMON STOCK MAY BE NO LONGER
QUOTED ON THE OTC BULLETIN BOARD. IF THIS HAPPENS,  OUR STOCKHOLDERS  WOULD HAVE
DIFFICULTY IN RESELLING ANY OF THEIR SHARES.

If we fail to file  our  required  filings  with  the  Securities  and  Exchange
Commission in an accurate and timely manner, the Financial  Industry  Regulatory
Authority  may  determine  that our  common  stock  is no  longer  eligible  for
quotation  on the OTC  Bulletin  Board and remove our common  stock from the OTC
Bulletin Board quotations.  If this happens,  then market makers would no longer
be able to enter  quotations for our common stock through the OTC Bulletin Board
and our stockholders would have difficulty in reselling any of their shares.

A PROLONGED DECLINE IN THE PRICE OF OUR COMMON STOCK COULD AFFECT OUR ABILITY TO
RAISE  FURTHER  WORKING  CAPITAL  AND  ADVERSELY  IMPACT OUR ABILITY TO CONTINUE
OPERATIONS.

A prolonged  decline in the price of our common stock could reduce  liquidity of
our common stock and reduce our ability to raise capital.  Because a significant
portion of our  operations  have been and will be  financed  through the sale of
equity  securities,  a  decline  in the  price  of our  common  stock  could  be
especially detrimental to our liquidity and our operations.  Such reductions may
force us to reallocate  funds from other planned uses and may have a significant
negative  effect on our business plan and  operations,  including our ability to
continue our current  operations.  If our stock price declines,  we can offer no
assurance  that we will be able to raise  additional  capital or generate  funds
from operations  sufficient to meet our  obligations.  If we are unable to raise
sufficient  capital in the future,  we may not be able to have the  resources to
continue our normal operations.

The market  price for our common  stock may also be  affected  by our ability to
meet or exceed expectations of analysts or investors.  Any failure to meet these
expectations,  even if minor,  may have a material  adverse effect on the market
price of our common stock.

IF WE ISSUE ADDITIONAL  SHARES IN THE FUTURE,  IT WILL RESULT IN THE DILUTION OF
OUR EXISTING SHAREHOLDERS.

Our articles of incorporation  authorize the issuance of up to 90,000,000 shares
of common  stock with a par value of $0.001 per share.  We plan to increase  our
authorized  capital from  90,000,000  shares of common stock with a par value of
$0.001  per share to  500,000,000  shares of  common  stock  with a par value of
$0.001 per share and  25,000,000  shares of preferred  stock with a par value of
$0.001 per share. Our board of directors may choose to issue some or all of such
shares to acquire one or more businesses or to provide  additional  financing in
the  future.  The  issuance  of any such  shares  will reduce the book value and
market price of the outstanding shares of our common stock. If we issue any such
additional  shares,  such issuance will reduce the  proportionate  ownership and
voting power of all current shareholders. Further, such issuance may result in a
change of control of our corporation.


<PAGE>


                                      -48-


TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SECURITIES  EXCHANGE  COMMISSION'S
PENNY STOCK REGULATIONS, WHICH MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL
OUR COMMON STOCK.

The Securities and Exchange  Commission has adopted  regulations which generally
define  "penny  stock" to be any  equity  security  that has a market  price (as
defined)  less than $5.00 per share or an exercise  price of less than $5.00 per
share,  subject to certain  exceptions.  Our securities are covered by the penny
stock  rules,   which  impose   additional   sales  practice   requirements   on
broker-dealers  who  sell  to  persons  other  than  established  customers  and
"accredited  investors".  The term  "accredited  investor"  refers  generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding  $200,000 or $300,000 jointly
with their  spouse.  The penny stock rules require a  broker-dealer,  prior to a
transaction in a penny stock not otherwise  exempt from the rules,  to deliver a
standardized  risk disclosure  document in a form prepared by the Securities and
Exchange  Commission,  which  provides  information  about penny  stocks and the
nature and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer  quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction and
monthly account  statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations,  and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the  transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise  exempt
from these rules, the  broker-dealer  must make a special written  determination
that the penny stock 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 FINRA SALES PRACTICE  REQUIREMENTS MAY ALSO LIMIT A STOCKHOLDER'S ABILITY TO
BUY AND SELL OUR STOCK.

In addition to the "penny  stock"  rules  described  above,  Financial  Industry
Regulatory   Authority  or  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.  The  FINRA  requirements  make it more
difficult for  broker-dealers  to recommend that their  customers buy our common
stock,  which  may  limit  your  ability  to buy and sell our  stock and have an
adverse effect on the market for our shares.


<PAGE>


                                      -49-


OUR COMMON STOCK IS ILLIQUID AND THE PRICE OF OUR COMMON STOCK MAY BE NEGATIVELY
IMPACTED BY FACTORS  WHICH ARE  UNRELATED  TO OUR  OPERATIONS.

Our common stock currently  trades on a limited basis on the OTC Bulletin Board.
Trading of our stock  through  the OTC  Bulletin  Board is  frequently  thin and
highly volatile.  There is no assurance that a sufficient market will develop in
our stock,  in which case it could be difficult for  stockholders  to sell their
stock. The market price of our common stock could fluctuate substantially due to
a variety of factors,  including market perception of our ability to achieve our
planned growth,  quarterly operating results of our competitors,  trading volume
in our common  stock,  changes  in general  conditions  in the  economy  and the
financial  markets or other  developments  affecting our  competitors  or us. In
addition,  the stock market is subject to extreme price and volume fluctuations.
This  volatility has had a significant  effect on the market price of securities
issued by many companies for reasons  unrelated to their  operating  performance
and could have the same effect on our common stock.

BECAUSE OF THE EARLY STAGE OF  DEVELOPMENT  AND THE NATURE OF OUR BUSINESS,  OUR
SECURITIES ARE CONSIDERED HIGHLY SPECULATIVE.

Our securities must be considered highly  speculative,  generally because of the
nature of our business and the early stage of our development. We are engaged in
the business of identifying,  acquiring, exploring and, if warranted, developing
commercial  reserves of oil and gas. Our properties are in the exploration stage
only and are without  known  reserves of oil and gas.  Accordingly,  we have not
generated any revenues nor have we realized a profit from our operations to date
and there is little likelihood that we will generate any revenues or realize any
profits in the short term.  Any  profitability  in the future from our  business
will be dependent upon locating and developing economic reserves of oil and gas,
which itself is subject to numerous risk factors as set forth  herein.  Since we
have not generated any revenues, we will have to raise additional monies through
the sale of our equity  securities  or debt in order to  continue  our  business
operations.

WE DO NOT INTEND TO PAY  DIVIDENDS ON ANY  INVESTMENT  IN THE SHARES OF STOCK OF
OUR COMPANY.

We have never paid any cash  dividends  and  currently  do not intend to pay any
dividends for the foreseeable  future. To the extent that we require  additional
funding  currently not provided for in our financing  plan, our funding  sources
may  prohibit  the  payment of a  dividend.  Because we do not intend to declare
dividends, any gain on an investment in our company will need to come through an
increase in the stock's price.  This may never happen and investors may lose all
of their investment in our company.

MAJORITY SHAREHOLDERS

As long as Carbon Energy and/or  Trafalgar  controls more than 50% of our common
stock,  they will be able to elect our entire  board of  directors,  control all
matters that require a shareholder vote (such as mergers, acquisitions and other
business  combinations,  and the future  issuance of our shares) and  exercise a
significant  amount of influence over our management and operations.  Therefore,
the  ability  of our other  stockholders  to cause a change in the course of our
operation is eliminated. As such, the value attributable to the right to vote is
limited.


<PAGE>


                                      -50-


RISKS RELATED TO OUR COMPANY

OUR  DISCLOSURE  CONTROLS AND  PROCEDURES  AND INTERNAL  CONTROL OVER  FINANCIAL
REPORTING ARE NOT EFFECTIVE,  WHICH PROBLEM MAY CAUSE OUR FINANCIAL REPORTING TO
BE UNRELIABLE AND LEAD TO MISINFORMATION BEING DISSEMINATED TO THE PUBLIC.

Our management  evaluated our disclosure  controls and procedures as of November
30,  2009 and  concluded  that as of that  date,  our  disclosure  controls  and
procedures were not effective.  In addition, our management concluded that as of
February  28, 2009,  our  internal  control  over  financial  reporting  was not
effective.  If such  ineffective  controls  are not  promptly  corrected  in the
future,  our ability to report quarterly and annual  financial  results or other
information  required  to be  disclosed  on a timely and  accurate  basis may be
adversely  affected.  Also such  ineffective  controls could cause our financial
reporting to be unreliable and lead to misinformation  being disseminated to the
public.  Investors  relying  upon  this  misinformation  may make an  uninformed
investment decision.

OUR BY-LAWS CONTAIN PROVISIONS INDEMNIFYING OUR OFFICERS AND DIRECTORS.

Our by-laws  provide the  indemnification  of our  directors and officers to the
fullest extent legally  permissible  under the Nevada  corporate law against all
expenses,  liability  and  loss  reasonably  incurred  or  suffered  by  him  in
connection with any action, suit or proceeding. Furthermore, our by-laws provide
that our board of  directors  may cause our  company to  purchase  and  maintain
insurance for our directors and officers.

OUR BY-LAWS DO NOT CONTAIN ANTI-TAKEOVER  PROVISIONS AND THUS OUR MANAGEMENT AND
DIRECTORS MAY CHANGE IF THERE IS A TAKE-OVER OF OUR COMPANY.

We do not  currently  have  a  shareholder  rights  plan  or  any  anti-takeover
provisions in our by-laws.  Without any  anti-takeover  provisions,  there is no
deterrent  for a  take-over  of our  company.  If  there is a  take-over  of our
company, our management and directors may change.

BECAUSE MOST OF OUR  DIRECTORS  AND OFFICERS  ARE  RESIDENTS OF OTHER  COUNTRIES
OTHER THAN THE UNITED STATES, INVESTORS MAY FIND IT DIFFICULT TO ENFORCE, WITHIN
THE UNITED STATES, ANY JUDGMENTS OBTAINED AGAINST OUR DIRECTORS AND OFFICERS.

Most of our directors and officers are nationals  and/or  residents of countries
other than the United States, and all or a substantial  portion of such persons'
assets are located outside the United States.  As a result,  it may be difficult
for investors to enforce within the United States any judgments obtained against
our  officers  or  directors,  including  judgments  predicated  upon the  civil
liability  provisions of the  securities  laws of the United States or any state
thereof.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.


<PAGE>


                                      -51-


ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Please see Item 2 of Part I - Management's  Discussion and Analysis of Financial
Condition and Results of  Operations - Liquidity and Capital  Resources - Annual
Rental Payments for Leases in Alaska.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Effective August 6, 2009, Trafalgar Capital Specialized  Investment Fund, Carbon
Energy  Investments  Limited,  and Richard Moore, the holders of the majority of
the outstanding  shares of our common stock,  gave us their written  consents to
the  amendment  and  restatement  of our  articles  of  incorporation  to:

     o    to authorize  25,000,000 shares of preferred stock with a par value of
          $0.001 per share, which may be divided into and issued in series, with
          such designations,  rights, qualifications,  preferences,  limitations
          and terms as fixed and determined by our board of directors;

     o    to increase the number of  authorized  shares of our common stock from
          90,000,000 to 500,000,000;

     o    to add an indemnification of director or officer clause;

     o    to add a limitation of liabilities of director or officer clause;

     o    to add a clause opting out of the acquisition of controlling  interest
          provisions of the Nevada Revised Statutes;

     o    to  add a  clause  opting  out  of the  combinations  with  interested
          stockholders provisions of the Nevada Revised Statutes; and

     o    to update and remove certain outdated provisions.

Effective  the same  day,  our  board of  directors  unanimously  approved  such
amendment and  restatement  of our articles of  incorporation.  At least 20 days
after the mailing of the  information  statement  regarding  such  amendment and
restatement,  we intend to file a certificate to accompany  restated articles or
amended and restated  articles with the Nevada  Secretary of State for effecting
the  amendment and  restatement  of our articles of  incorporation  as described
above. We expect that such amendment and restatement  will become effective when
the certificate to accompany  restated articles or amended and restated articles
is filed with the Nevada Secretary of State.

ITEM 5. OTHER INFORMATION.

Please see Item 2 of Part I - Management's  Discussion and Analysis of Financial
Condition and Results of  Operations - Liquidity and Capital  Resources - Annual
Rental Payments for Leases in Alaska. INSERT 14C paragraph


<PAGE>


                                      -52-


ITEM 6. EXHIBITS.

EXHIBIT
NO.           DESCRIPTION

(3)           (I) ARTICLES OF INCORPORATION AND (II) BY-LAWS

3.1           Articles of Incorporation (incorporated by reference to an exhibit
              to our  registration  statement  on Form SB-2  filed on August 19,
              2005)

3.2           Certificate of change filed with the Secretary of State of Nevada
              on January 2, 2007 and which is  effective  on  January  11,  2007
              (incorporated  by reference to an exhibit to our current report on
              Form 8- K filed on January 12, 2007)

3.3           Article of Merger  filed with the  Secretary of State of Nevada on
              January 11, 2007  (incorporated  by reference to an exhibit to our
              current report on Form 8-K filed on February 7, 2007)

3.4           Certificate  of Change filed with the Secretary of State of Nevada
              on April 4, 2008  (incorporated  by reference to an exhibit to our
              current report on Form 8-K filed on April 21, 2008)

3.5           Amended and Restated Bylaws (incorporated by reference to an
              exhibit  to our  current  report  on Form 8- K filed on April  30,
              2008)

(10)          MATERIAL CONTRACTS

10.1          Private Placement Subscription Agreement dated February 23, 2007
              (incorporated  by reference to an exhibit to our current report on
              Form 8-K filed on June 1, 2007)

10.2          Lease Purchase and Sale Agreement dated May 29, 2007 (incorporated
              by reference to an exhibit to our current report on Form 8-K filed
              on May 31, 2007)

10.3          Share Issuance Agreement dated May 17, 2007 (incorporated by
              reference to an exhibit to our current report on Form 8-K filed on
              June 1, 2007)

10.4          Farm-In Agreement dated June 8, 2007 (incorporated by reference to
              an exhibit to our annual  report on Form 10-KSB  filed on June 13,
              2007)

10.5          Employment Agreement dated June 11, 2007 (incorporated by
              reference to an exhibit to our annual  report on Form 10-KSB filed
              on June 13, 2007)

10.6          Escrow Agreement dated June 8, 2007 (incorporated by reference to
              an exhibit to our annual  report on Form 10-KSB  filed on June 13,
              2007)

10.7          Consulting Agreement dated June 12, 2007 (incorporated by
              reference to an exhibit to our annual report on Form 10- KSB filed
              on June 13, 2007)

10.8          Consulting Agreement dated June 12, 2007 (incorporated by
              reference to an exhibit to our annual report on Form 10- KSB filed
              on June 13, 2007)

10.9          Subscription Agreement between Trius Energy, LLC and our company
              (incorporated  by reference to an exhibit to our current report on
              Form 8-K filed on October 19, 2007)

10.10         Amendment  to   Employment   Agreement   dated  October  19,  2007
              (incorporated  by reference to an exhibit to our quarterly  report
              on Form 10-QSB filed on October 22, 2007)

10.11         Amendment  to   Consulting   Agreement   dated  October  19,  2007
              (incorporated  by reference to an exhibit to our quarterly  report
              on Form 10-QSB filed on October 22, 2007)


<PAGE>


                                      -53-


EXHIBIT
NO.           DESCRIPTION

10.12         Farm-Out  Agreement  dated November 8, 2007 between  Valiant North
              Sea Limited,  Petrofac Energy Developments  Limited and Fox Energy
              Exploration  Limited  (incorporated  by reference to an exhibit to
              our current report on Form 8-K filed on November 23, 2007)

10.13         Purchase  Agreement  (North Slope  Leases)  dated October 10, 2007
              (incorporated  by reference to an exhibit to our current report on
              Form 8-K filed on November 28, 2007)

10.14         Amendment Agreement No. 1 to Purchase Agreement (North Slope
              Leases) dated  November 2, 2007  (incorporated  by reference to an
              exhibit to our current  report on Form 8-K filed on  November  28,
              2007)

10.15         Purchase   Agreement   (Cook   Inlet)   dated   October  10,  2007
              (incorporated  by reference to an exhibit to our current report on
              Form 8-K filed on November 28, 2007)

10.16         Finder Agreement with Partners Consulting, Inc. dated February 15,
              2008  (incorporated  by  reference  to an exhibit  to our  current
              report on Form 8-K filed on March 21, 2008)

10.17         Promissory Note dated April 1, 2008 to EuroEnergy Growth Capital
              S.A.  (incorporated  by  reference  to an exhibit  to our  current
              report on Form 8-K filed on May 9, 2008)

10.18         Letter  of  Commitment  with  Senergy  Limited   (incorporated  by
              reference to an exhibit to our current report on Form 8-K filed on
              May 9, 2008)

10.19         Promissory Note dated May 1, 2008 to EuroEnergy Growth Capital
              S.A.  (incorporated  by  reference  to an exhibit  to our  current
              report on Form 8-K filed on May 21, 2008)

10.20         Bonus  Agreement  dated May 22, 2008 between Richard Moore and our
              company  (incorporated  by  reference to an exhibit to our current
              report on Form 8-K filed on May 28, 2008)

10.21         Agreement  of  Intention  to  Sell/Purchase  the   Geneseo-Edwards
              Program between Hodgden & Associates and our company (incorporated
              by reference to an exhibit to our current report on Form 8-K filed
              on May 29, 2008)

10.22         Promissory Note dated May 23, 2008 to EuroEnergy Growth Capital
              S.A.  (incorporated  by  reference  to an exhibit  to our  current
              report on Form 8-K filed on June 6, 2008)

10.23         Board of  Advisors  Agreement  dated  July 19,  2007 with  Aimwell
              Energy  Limited  (incorporated  by  reference to an exhibit to our
              annual report on Form 10-KSB filed on June 13, 2008)

10.24         Board of Advisors Agreement dated July 19, 2007 with Black Gold
              Consulting  Inc.  (incorporated  by reference to an exhibit to our
              annual report on Form 10-KSB filed on June 13, 2008)

10.25         Board of  Advisors  Agreement  dated  August 2007 with John Spence
              (incorporated  by reference to an exhibit to our annual  report on
              Form 10-KSB filed on June 13, 2008)


<PAGE>


                                      -54-


EXHIBIT
NO.           DESCRIPTION

10.26         Board of Advisors  Agreement  dated August 2007 with Jonathan Wood
              (incorporated  by reference to an exhibit to our annual  report on
              Form 10-KSB filed on June 13, 2008)

10.27         Board of Advisors  Termination  Agreement dated June 10, 2008 with
              Aimwell Energy Limited (incorporated by reference to an exhibit to
              our annual report on Form 10-KSB filed on June 13, 2008)

10.28         Board of Advisors  Termination  Agreement dated June 10, 2008 with
              Black Gold Consulting Inc.(incorporated by reference to an exhibit
              to our annual report on Form 10-KSB filed on June 13, 2008)

10.29         Board of Advisors  Termination  Agreement dated June 10, 2008 with
              John Spence (incorporated by reference to an exhibit to our annual
              report on Form 10-KSB filed on June 13, 2008)

10.30         Board of Advisors  Termination  Agreement dated June 10, 2008 with
              Jonathan  Wood  (incorporated  by  reference  to an exhibit to our
              annual report on Form 10-KSB filed on June 13, 2008)

10.31         Agreement  dated  January 24,  2008 with  Aimwell  Energy  limited
              (incorporated  by reference to an exhibit to our annual  report on
              Form 10-KSB filed on June 13, 2008)

10.32         Loan Agreement with EuroEnergy  Growth Capital S.A.  (incorporated
              by  reference  to an exhibit to our annual  report on Form  10-KSB
              filed on June 13, 2008)

10.33         Senior Secured  Convertible  Redeemable  Debenture  dated June 24,
              2008  issued  by our  company  to  Trafalgar  Capital  Specialized
              Investment  Fund,  Luxembourg  (incorporated  by  reference  to an
              exhibit  to our  quarterly  report on Form 10-Q  filed on July 21,
              2008)

10.34         Warrant  dated June 24, 2008  issued by our  company to  Trafalgar
              Capital Specialized  Investment Fund, Luxembourg  (incorporated by
              reference to an exhibit to our quarterly report on Form 10-Q filed
              on July 21, 2008)

10.35         Securities   Purchase   Agreement  dated  June  24,  2008  between
              Trafalgar Capital Specialized  Investment Fund, Luxembourg and our
              company  (incorporated by reference to an exhibit to our quarterly
              report on Form 10-Q filed on July 21, 2008)

10.36         Registration   Rights   Agreement  dated  June  24,  2008  between
              Trafalgar Capital Specialized  Investment Fund, Luxembourg and our
              company  (incorporated by reference to an exhibit to our quarterly
              report on Form 10-Q filed on July 21, 2008)

10.37         Escrow  Agreement  dated June 24, 2008 between  Trafalgar  Capital
              Specialized Investment Fund,  Luxembourg,  The Law Office of James
              G. Dodrill II, P.A. and our company  (incorporated by reference to
              an exhibit to our quarterly  report on Form 10-Q filed on July 21,
              2008)

10.38         Security  Agreement dated June 24, 2008 between  Trafalgar Capital
              Specialized   Investment   Fund,   Luxembourg   and  our   company
              (incorporated  by reference to an exhibit to our quarterly  report
              on Form 10-Q filed on July 21, 2008)


<PAGE>


                                      -55-


EXHIBIT
NO.           DESCRIPTION

10.39         Irrevocable  Transfer  Agent  Instructions  dated  June  18,  2008
              between Empire Stock  Transfer Inc. and our company  (incorporated
              by  reference to an exhibit to our  quarterly  report on Form 10-Q
              filed on July 21, 2008)

10.40         General  Assignment  of  Contracts  and Leases dated June 18, 2008
              between Trafalgar Capital Specialized Investment Fund, FIS and our
              company  (incorporated by reference to an exhibit to our quarterly
              report on Form 10-Q filed on July 21, 2008)

10.41         Consulting Agreement with Partners Consulting, Inc. dated May 8,
              2008  (incorporated  by reference  to an exhibit to our  quarterly
              report on Form 10-Q filed on July 21, 2008)

10.42         Letter  of  Commitment  with  Senergy  Limited   (incorporated  by
              reference to an exhibit to our quarterly report on Form 10-Q filed
              on July 21, 2008)

10.43         Investor Relations Consulting Service Agreement dated September 1,
              2008  between  our  company  and  Benaterra   Communications  Inc.
              (incorporated  by reference to an exhibit to our current report on
              Form 8- K filed on September 12, 2008)

10.44         Investor Relations Consulting Service Agreement dated June 1, 2007
              between our company and Senergy  Communications Inc. (incorporated
              by reference to an exhibit to our current report on Form 8-K filed
              on September 12, 2008)

10.45         Transaction Proposal and Exclusivity Agreement dated September 26,
              2008 between  Ballyliffin  Capital Corp.,  Fox Energy  Exploration
              Limited,  and Fox Petroleum Inc.  (incorporated by reference to an
              exhibit  to our  current  report on Form 8-K filed on  October  1,
              2008)

10.46         Letter Agreement dated September 25, 2008 between Fox Energy
              Exploration  Limited and Pollard  Financial Ltd.  (incorporated by
              reference to an exhibit to our current report on Form 8-K filed on
              October 1, 2008)

10.47         Amendment to June 24, 2008 Financing Documents between Fox
              Petroleum Inc. and Trafalgar Capital Specialized  Investment Fund,
              Luxembourg (incorporated by reference to an exhibit to our current
              report on Form 8-K filed on November 21, 2008)

10.48         Amended Debenture No. 1 - $1.25 million principal amount
              (incorporated  by reference to an exhibit to our current report on
              Form 8-K filed on November 21, 2008)

10.49         Amended Debenture No. 2 - $1.25 million principal amount
              (incorporated  by reference to an exhibit to our current report on
              Form 8-K filed on November 21, 2008)

10.50         New  Debenture  - $1 million  principal  amount  (incorporated  by
              reference to an exhibit to our current report on Form 8-K filed on
              November 21, 2008)

10.51         Replacement Warrant (incorporated by reference to an exhibit to
              our current report on Form 8-K filed on November 21, 2008)

10.52         Amended Security Agreement (incorporated by reference to an
              exhibit to our current  report on Form 8-K filed on  November  21,
              2008)

10.53         Pledge and Escrow Agreement (incorporated by reference to an
              exhibit to our current  report on Form 8- K filed on November  21,
              2008)


<PAGE>


                                      -56-


EXHIBIT
NO.           DESCRIPTION

10.54         Side Letter Agreement (incorporated by reference to an exhibit to
              our current report on Form 8-K filed on November 21, 2008)

10.55         Irrevocable Transfer Agent Instructions (incorporated by reference
              to an exhibit to our current  report on Form 8-K filed on November
              21, 2008)

10.56         Subscription  Agreement  with Carbon  Energy  Investments  Limited
              dated November 5, 2008 (incorporated by reference to an exhibit to
              our current report on Form 8-K filed on January 7, 2009)

10.57         Agreement for the Purchase of Shares in Alaska Oil & Gas Resources
              Limited dated  November 5, 2008  (incorporated  by reference to an
              exhibit  to our  current  report on Form 8-K filed on  January  7,
              2009)

10.58         Amendment Agreement for the Purchase of Shares of Alaska Oil & Gas
              Resources  Limited dated November 2008  (incorporated by reference
              to an exhibit to our  current  report on Form 8-K filed on January
              7, 2009)

10.59         Letter  Agreement  with Carbon  Energy  Investments  Limited dated
              December 10, 2008  (incorporated by reference to an exhibit to our
              current report on Form 8-K filed on January 7, 2009)

10.60         Letter  agreement  between  Fox  Energy  Exploration  Limited  and
              Aimwell Energy Limited dated  September 5, 2008  (incorporated  by
              reference to an exhibit to our quarterly report on Form 10-Q filed
              on January 21, 2009)

10.61         Letter  agreement  between  Fox  Energy  Exploration  Limited  and
              Aimwell Energy Limited dated  September 5, 2008  (incorporated  by
              reference to an exhibit to our quarterly report on Form 10-Q filed
              on January 21, 2009)

10.62         Oil and Gas Lease Agreement  dated October 14, 2008  (incorporated
              by  reference to an exhibit to our  quarterly  report on Form 10-Q
              filed on January 21, 2009)

10.63         Oil and Gas Lease Agreement  dated October 14, 2008  (incorporated
              by  reference to an exhibit to our  quarterly  report on Form 10-Q
              filed on January 21, 2009)

10.64         Amendment to Securities  Purchase  Agreement,  Secured  Debenture,
              Registration  Rights Agreement and Security  Agreement dated April
              2009  between  our  company  and  Trafalgar  Capital   Specialized
              Investment  Fund,  Luxembourg  (incorporated  by  reference  to an
              exhibit to our annual report on Form 10- K filed on July 15, 2009)

10.65         Bill of Sale and  Assignment  in Lieu of  Foreclosure  between our
              company and TCF Oil and Gas Corp. (incorporated by reference to an
              exhibit to our annual report on Form 10-K filed on July 15, 2009)

10.66         Certificate of Seller by our company (incorporated by reference to
              an  exhibit  to our  annual  report on Form 10-K filed on July 15,
              2009)

10.67         Covenant  Not To Sue dated  April 6, 2009  between our company and
              Trafalgar Capital  Specialized  Investment Fund, FIS (incorporated
              by reference to an exhibit to our annual report on Form 10-K filed
              on July 15, 2009)


<PAGE>


                                      -57-


EXHIBIT
NO.           DESCRIPTION


10.68         Agreement relating to Alaska Oil and Gas Leases dated May 14, 2009
              (incorporated  by reference to an exhibit to our annual  report on
              Form 10-K filed on July 15, 2009)

10.69         Agreement relating to Alaska Oil and Gas Leases dated May 16, 2009
              (incorporated  by reference to an exhibit to our annual  report on
              Form 10-K filed on July 15, 2009)

10.70         Agreement relating to Alaska Oil and Gas Leases dated May 29, 2009
              (incorporated  by reference to an exhibit to our annual  report on
              Form 10-K filed on July 15, 2009)

10.71         Agreement  between  our  company and  Trafalgar  Capital  Advisory
              Partners LLP  relating to the  appointment  of  Trafalgar  Capital
              Advisory  Partners  LLP  as  Introducer/Advisor  (incorporated  by
              reference to an exhibit to our annual report on Form 10-K filed on
              July 15, 2009)

14.1          Code of Conduct and Ethics (incorporated by reference to an
              exhibit to our current report on Form 8-K filed on May 9, 2008)

(21)          SUBSIDIARIES

21.1          Fox Petroleum (Alaska) Inc., incorporated in Alaska

21.2          Fox Energy Exploration Limited, incorporated in England and Wales

21.3          Fox Petroleum, Inc., incorporated in Kansas

(31)          SECTION 302 CERTIFICATION

31.1*         Section 302 Certification of Richard Moore

(32)          SECTION 906 CERTIFICATION

32.1*         Section 906 Certification of Richard Moore

(99)          ADDITIONAL EXHIBITS

99.1          Audit Committee Charter (incorporated by reference to an exhibit
              to our current report on Form 8-K filed on May 9, 2008)

99.2          Compensation Committee Charter (incorporated by reference to an
              exhibit to our current report on Form 8-K filed on May 9, 2008)

99.3          Nominating Committee Charter (incorporated by reference to an
              exhibit to our current report on Form 8-K filed on May 9, 2008)

99.4          Letter from Blackhawk Investments Limited dated November 19, 2008
              (incorporated  by reference to an exhibit to our quarterly  report
              on Form 10-Q filed on January 21, 2009)

* Filed herewith.


<PAGE>


                                      -58-


                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized. FOX PETROLEUM INC.


By: /s/ RICHARD MOORE
    __________________________________________________________________
        Richard Moore
        President, Chief Executive Officer, Chairman, and Director
        (Principal Executive Officer, Principal Financial Officer, and
        Principal Accounting Officer)


Date: January 18, 2010