---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington D. C. 20549

FORM 10-Q /A(Amendment No.
1)

QUARTERLY REPORT UNDER SECTION 13 or 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended June 30,
2008Commission file number 333-107002

Manas Petroleum
Corporation(Exact name of small business issuer as specified
in its charter)

|Nevada                          | 91-1918324         
|------------------------------- | -------------------
|(State or other jurisdiction of | (I.R.S. Employer   
|incorporation or organization)  | Identification No.)

Bahnhofstrasse 9, 6341 Baar, Switzerland(Address of
principal executive offices) (Zip Code)

+41 (44) 718 10 30(Issuer's telephone number)

Check whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the past 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 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. (Check one):

|Large accelerated |                       | Non-accelerated | Smaller reporting
|----------------- | --------------------- | --------------- | -----------------
|filer [ ]         | Accelerated filer [ ] | filer [ ]       | company [ x ]    

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

The number of shares of outstanding common stock of Manas
Petroleum Corporation, which is the only class of its common equity, on August
[13], 2008, was 113,570,122.

---

This Amendment No. 1 to the Quarterly Report on Form 10-Q for
the quarter ended June 30, 2008 of Manas Petroleum Corporation (the Company)
amends and restates in their entirety Items 1, 2, 3 and 4 of Part I and Item 6
of Part II of the Quarterly Report on Form 10-Q of the Company filed wit the
Securities and Exchange Commission on August 14, 2008. This Amendment No. 1
corrects errors recently discovered by the Company as described below. Except
for the correction of these recently discovered errors, this Amendment No. 1 to
our Quarterly Report on Form 10-Q/A does not update any disclosure from, or
reflect any event occurring subsequent to, August 14, 2008, which is the filing
date of the original report on Form 10-Q.

On March 31, 2009, the Company concluded that its previously
issued financial statements as filed in its Form 10-Q for the quarterly period
ended June 30, 2008 should no longer be relied upon because of errors in those
financial statements and should be restated to reflect the necessary accounting
adjustments. The adjustments do not affect the Companys reported revenues, its
cash flows or its cash/liquidity position.

In accordance with accounting principles generally accepted in
the United States of America (US GAAP) the Company should have amortized the
discount resulting from recording a beneficial conversion feature of $557,989
arising upon the issuance of convertible debentures on April 30, 2008 over the
two year term to the stated redemption date using the effective interest rate
method. However, in error the Company expensed the entire beneficial conversion
feature in the quarter ended June 30, 2008.

For a discussion of the restatement adjustments refer to Note
14 of the unaudited condensed consolidated financial statements presented
herein.

2

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Item 1. Financial Statements

|Description                                                                                                                                                                                                             | Page
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|                                                                                                                                                                                                                        | No. 
|FINANCIAL INFORMATION:                                                                                                                                                                                                  |     
|                                                                                                                                                                                                                        |     
|Unaudited Condensed Consolidated Financial Statements                                                                                                                                                                   |     
|                                                                                                                                                                                                                        |     
|Condensed Consolidated Balance Sheets at June 30, 2008 (as
      restated)  and December 31, 2007                                                                                                                       | 4   
|                                                                                                                                                                                                                        |     
|Condensed Consolidated Statement of Operations for the Three
      and Six Months Ended June 30, 2008 (as restated) and 2007 and for the Period
      From Inception, May 25, 2004 to June 30, 2008 (as
      restated) | 5   
|                                                                                                                                                                                                                        |     
|Consolidated Statements of Cash Flows for the Six Months
      Ended June 30, 2008 (as
      restated)  and 2007 and for the Period From Inception, May 25, 2004
      to June 30, 2008 (as
      restated)             | 6   
|                                                                                                                                                                                                                        |     
|Condensed Consolidated Statement of Shareholders Equity/(Deficit)                                                                                                                                                      | 7   
|                                                                                                                                                                                                                        |     
|Notes to Condensed Consolidated Financial Statements                                                                                                                                                                    | 8   

3

---

|MANAS PETROLEUM CORPORATION                
|-------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)              
|CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|UNAUDITED                                  
|                                           
|                                           
|CONDENSED CONSOLIDATED BALANCE SHEETS      

|                                                                                |  | 06.30.2008  |   |  | 12.31.2007  |  
|------------------------------------------------------------------------------- |  | ----------- | - |  | ----------- | -
|                                                                                |  | As restated |   |  |             |  
|                                                                                |  | See note 14 |   |  |             |  
|                                                                                |  | USD         |   |  | USD         |  
|                                                                                |  |             |   |  |             |  
|ASSETS                                                                          |  |             |   |  |             |  
|                                                                                |  |             |   |  |             |  
|Cash and cash equivalents                                                       |  | 1,608,927   |   |  | 8,480,771   |  
|Restricted cash                                                                 |  | 6,180,000   |   |  | -           |  
|Accounts receivable                                                             |  | 269,354     |   |  | 148,346     |  
|Prepaid expenses                                                                |  | 586,211     |   |  | 125,923     |  
|Total current assets                                                            |  | 8,644,492   |   |  | 8,755,040   |  
|                                                                                |  |             |   |  |             |  
|                                                                                |  |             |   |  |             |  
|Debt issuance costs                                                             |  | 192,500     |   |  | -           |  
|Tangible fixed assets                                                           |  | 221,301     |   |  | 153,074     |  
|Investment in associate                                                         |  | 238,304     |   |  | 238,304     |  
|Other non-current assets                                                        |  | 62,277      |   |  | 62,279      |  
|Total non-current
      assets                                                  |  | 714,382     |   |  | 453,657     |  
|                                                                                |  |             |   |  |             |  
|                                                                                |  |             |   |  |             |  
|TOTAL ASSETS                                                                    |  | 9,358,874   |   |  | 9,208,697   |  
|                                                                                |  |             |   |  |             |  
|                                                                                |  |             |   |  |             |  
|                                                                                |  |             |   |  |             |  
|LIABILITIES AND SHAREHOLDERS' EQUITY                                            |  |             |   |  |             |  
|                                                                                |  |             |   |  |             |  
|Bank overdraft                                                                  |  | -           |   |  | 2,305       |  
|Accounts payable                                                                |  | 774,830     |   |  | 110,156     |  
|Accrued expenses Albania fees                                                   |  | -           |   |  | 400,000     |  
|Accrued expenses VAT                                                            |  | 366,139     |   |  | 264,984     |  
|Accrued expenses Professional fees                                              |  | 79,641      |   |  | 408,862     |  
|Accrued expenses Commissions                                                    |  | 70,000      |   |  | -           |  
|Other accrued expenses                                                          |  | 258,904     |   |  | 168,192     |  
|Total current liabilities                                                       |  | 1,549,514   |   |  | 1,354,499   |  
|                                                                                |  |             |   |  |             |  
|Loan owed to a shareholder                                                      |  | -           |   |  | 39,329      |  
|Debentures                                                                      |  | 3,242,502   |   |  | -           |  
|Total non-current
      liabilities                                             |  | 3,242,502   |   |  | 39,329      |  
|                                                                                |  |             |   |  |             |  
|                                                                                |  |             |   |  |             |  
|TOTAL LIABILITIES                                                               |  | 4,792,016   |   |  | 1,393,828   |  
|                                                                                |  |             |   |  |             |  
|                                                                                |  |             |   |  |             |  
|Common stock (300,000,000 shares authorized, USD 0.001 par
      value,         |  |             |   |  |             |  
|113,570'122 and 112,156,488 shares, respectively,
      issued and outstanding) |  | 113,570     |   |  | 112,156     |  
|Additional paid-in capital                                                      |  | 28,698,888  |   |  | 21,550,636  |  
|Deficit accumulated during the development
      stage                          |  | (24,302,004 | ) |  | (13,904,456 | )
|Accumulated other
      comprehensive income                                    |  | 56,404      |   |  | 56,533      |  
|Total shareholders' equity                                                      |  | 4,566,858   |   |  | 7,814,870   |  
|                                                                                |  |             |   |  |             |  
|                                                                                |  |             |   |  |             |  
|TOTAL LIABILITIES
      AND SHAREHOLDERS' EQUITY                                |  | 9,358,874   |   |  | 9,208,697   |  

4

---

|MANAS PETROLEUM CORPORATION                    
|-----------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                  
|CONDENSED CONSOLIDATED FINANCIAL STATEMENTS    
|UNAUDITED                                      
|                                               
|                                               
|CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                      |  | For the three months ended |   |  | For the six months ended |   |  | Period from |  
|----------------------------------------------------- |  | -------------------------- | - |  | ------------------------ | - |  | ----------- | -
|                                                      |  |                            |   |  |                          |   |  |             |  
|                                                      |  |                            |   |  |                          |   |  |             |  
|                                                      |  | 06.30.2008                 |   |  | 06.30.2007               |   |  | 06.30.2008  |  
|                                                      |  | As restated                |   |  |                          |   |  | As restated |  
|                                                      |  | See note 14                |   |  |                          |   |  | See note 14 |  
|                                                      |  | USD                        |   |  | USD                      |   |  |             |  
|                                                      |  |                            |   |  |                          |   |  |             |  
|OPERATING REVENUES                                    |  |                            |   |  |                          |   |  |             |  
|                                                      |  |                            |   |  |                          |   |  |             |  
|Other revenues                                        |  | 593,196                    |   |  | -                        |   |  | 593,196     |  
|Total revenues                                        |  | 593,196                    |   |  | -                        |   |  | 593,196     |  
|                                                      |  |                            |   |  |                          |   |  |             |  
|                                                      |  |                            |   |  |                          |   |  |             |  
|OPERATING EXPENSES                                    |  |                            |   |  |                          |   |  |             |  
|                                                      |  |                            |   |  |                          |   |  |             |  
|Personnel costs                                       |  | (2,491,243                 | ) |  | (1,679,208               | ) |  | (5,056,900  | )
|Exploration costs                                     |  | (1,026,399                 | ) |  | -                        |   |  | (1,288,011  | )
|Depreciation                                          |  | (12,153                    | ) |  | (3,547                   | ) |  | (21,837     | )
|Consulting fees                                       |  | (385,952                   | ) |  | (224,368                 | ) |  | (3,197,222  | )
|Administrative costs                                  |  | (818,864                   | ) |  | (3,217,783               | ) |  | (1,441,810  | )
|Total operating
      expenses                        |  | (4,734,611                 | ) |  | (5,124,906               | ) |  | (11,005,781 | )
|                                                      |  |                            |   |  |                          |   |  |             |  
|Gain from sale of investment                          |  | -                          |   |  | -                        |   |  | -           |  
|Loss from sale of investment                          |  | -                          |   |  | (900                     | ) |  | -           |  
|OPERATING LOSS                                        |  | (4,141,415                 | ) |  | (5,125,806               | ) |  | (10,412,585 | )
|                                                      |  |                            |   |  |                          |   |  |             |  
|                                                      |  |                            |   |  |                          |   |  |             |  
|NON-OPERATING INCOME / (EXPENSE)                      |  |                            |   |  |                          |   |  |             |  
|Exchange differences                                  |  | (2,380                     | ) |  | (27,599                  | ) |  | 59,558      |  
|Interest income                                       |  | 25,100                     |   |  | 96,081                   |   |  | 74,351      |  
|Interest expense                                      |  | (115,408                   | ) |  | (2,626                   | ) |  | (118,093    | )
|Loss before taxes and equity in net loss of associate |  | (4,234,103                 | ) |  | (5,059,949               | ) |  | (10,396,769 | )
|                                                      |  |                            |   |  |                          |   |  |             |  
|                                                      |  |                            |   |  |                          |   |  |             |  
|Taxes                                                 |  | 160                        |   |  | (351                     | ) |  | (777        | )
|Equity in net loss of associate                       |  | -                          |   |  | -                        |   |  | -           |  
|Minority interest
      in net income                 |  | -                          |   |  | -                        |   |  | -           |  
|Net loss                                              |  | (4,233,943                 | ) |  | (5,060,300               | ) |  | (10,397,546 | )
|                                                      |  |                            |   |  |                          |   |  |             |  
|                                                      |  |                            |   |  |                          |   |  |             |  
|                                                      |  |                            |   |  |                          |   |  |             |  
|Weighted average number of outstanding shares         |  | 113,539,840                |   |  | 110,150,648              |   |  | 113,058,917 |  
|                                                      |  |                            |   |  |                          |   |  |             |  
|Basic and diluted loss per share                      |  | (0.04                      | ) |  | (0.05                    | ) |  | (0.09       | )

5

---

|MANAS PETROLEUM CORPORATION                
|-------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)              
|CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|UNAUDITED                                  
|                                           
|                                           
|CONDENSED CONSOLIDATED CASH FLOW STATEMENT 

|                                                                          |  | For the six months ended |   |  | Period from |  
|------------------------------------------------------------------------- |  | ------------------------ | - |  | ----------- | -
|                                                                          |  |                          |   |  |             |  
|                                                                          |  |                          |   |  |             |  
|                                                                          |  | 06.30.2008               |   |  | 06.30.2007  |  
|                                                                          |  | As restated              |   |  |             |  
|                                                                          |  | See note 14              |   |  |             |  
|                                                                          |  | USD                      |   |  | USD         |  
|                                                                          |  |                          |   |  |             |  
|OPERATING ACTIVITIES                                                      |  |                          |   |  |             |  
|                                                                          |  |                          |   |  |             |  
|Net loss for the period                                                   |  | (10,397,546              | ) |  | (5,489,284  | )
|                                                                          |  |                          |   |  |             |  
|                                                                          |  |                          |   |  |             |  
|To reconcile net loss to net cash used                                    |  |                          |   |  |             |  
|in operating activities                                                   |  |                          |   |  |             |  
|                                                                          |  |                          |   |  |             |  
|Minority interest in net income                                           |  | -                        |   |  | -           |  
|Gain from sale of investment                                              |  | -                        |   |  | -           |  
|Loss from sale of investment                                              |  | -                        |   |  | 900         |  
|Equity in net loss of associate                                           |  | -                        |   |  | -           |  
|Depreciation                                                              |  | 21,837                   |   |  | 3,808       |  
|Amortization of debt issuance costs                                       |  | 17,500                   |   |  | -           |  
|Exchange differences                                                      |  | (59,558                  | ) |  | 27,020      |  
|Interest expense on debentures                                            |  | 40,491                   |   |  | -           |  
|Decrease / (increase) in receivables                                      |  | (640,046                 | ) |  | 16,207      |  
|Decrease / (increase)
      in other non-current assets                   |  | -                        |   |  | -           |  
|(Decrease) / increase in accounts payables                                |  | 664,675                  |   |  | (480,831    | )
|(Decrease) / increase in accrued expenses                                 |  | (478,604                 | ) |  | 73,196      |  
|Stock-based compensation                                                  |  | 6,351,677                |   |  | 3,911,957   |  
|Cash flow from
      operating activities                                 |  | (4,479,575               | ) |  | (1,937,027  | )
|                                                                          |  |                          |   |  |             |  
|                                                                          |  |                          |   |  |             |  
|INVESTING ACTIVITIES                                                      |  |                          |   |  |             |  
|                                                                          |  |                          |   |  |             |  
|Purchase of tangible fixed assets and computer software                   |  | (90,064                  | ) |  | (53,049     | )
|Sale of tangible fixed assets and computer software                       |  | -                        |   |  | -           |  
|Proceeds from sale of investment                                          |  | -                        |   |  | -           |  
|Restricted cash                                                           |  | (6,180,000               | ) |  | -           |  
|Acquisition of investment in associate                                    |  | -                        |   |  | -           |  
|Cash flow from
      investing activities                                 |  | (6,270,064               | ) |  | (53,049     | )
|                                                                          |  |                          |   |  |             |  
|                                                                          |  |                          |   |  |             |  
|FINANCING ACTIVITIES                                                      |  |                          |   |  |             |  
|                                                                          |  |                          |   |  |             |  
|Contribution share capital founders                                       |  | -                        |   |  | -           |  
|Issuance of units                                                         |  | -                        |   |  | 9,685,997   |  
|Issuance of debentures                                                    |  | 3,760,000                |   |  | -           |  
|Issuance of warrants                                                      |  | 240,000                  |   |  | -           |  
|Cash arising on recapitalization                                          |  | -                        |   |  | 6,510       |  
|Shareholder loan repaid                                                   |  | (39,329                  | ) |  | (208,462    | )
|Shareholder loan raised                                                   |  | -                        |   |  | -           |  
|Payment of debt issuance costs                                            |  | (140,000                 | ) |  | -           |  
|(Decrease) / increase in bank overdraft                                   |  | (2,305                   | ) |  | (19,003     | )
|Cash flows from
      financing activities                                |  | 3,818,366                |   |  | 9,465,042   |  
|                                                                          |  |                          |   |  |             |  
|                                                                          |  |                          |   |  |             |  
|                                                                          |  |                          |   |  |             |  
|Net change in cash
      and cash equivalents                             |  | (6,931,273               | ) |  | 7,474,966   |  
|                                                                          |  |                          |   |  |             |  
|                                                                          |  |                          |   |  |             |  
|Cash and cash equivalents at the beginning
      of the period            |  | 8,480,771                |   |  | 1,090,098   |  
|Currency translation
      effect on cash and cash equivalents            |  | 59,429                   |   |  | (27,579     | )
|Cash and cash equivalents at the end of the period                        |  | 1,608,927                |   |  | 8,537,485   |  
|                                                                          |  |                          |   |  |             |  
|                                                                          |  |                          |   |  |             |  
|Supplement schedule of non-cash investing and financing
      activities: |  |                          |   |  |             |  
|Forgiveness of debt by major shareholder                                  |  | -                        |   |  | -           |  
|Deferred consideration for interest in CJSC South Petroleum
      Co.     |  | -                        |   |  | -           |  
|Warrants issued to pay placement commission expenses                      |  | -                        |   |  | 2,689,910   |  
|Debenture interest
      paid in common shares                            |  | 57,449                   |   |  | -           |  

6

---

|MANAS PETROLEUM CORPORATION                                                
|---------------------------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                                              
|CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                                
|UNAUDITED                                                                  
|                                                                           
|CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS'
      EQUITY / (DEFICIT)

|                                                  |  |             |  |  |               |  |  |                  |   |  | Deficit     |   |  |                 |   |  |                       |   |  |                    |  
|------------------------------------------------- |  | ----------- |  |  | ------------- |  |  | ---------------- | - |  | ----------- | - |  | --------------- | - |  | --------------------- | - |  | ------------------ | -
|                                                  |  |             |  |  |               |  |  |                  |   |  | accumulated |   |  | **Accumulated** |   |  |                       |   |  |                    |  
|                                                  |  |             |  |  |               |  |  |                  |   |  | during the  |   |  | Other Compre-   |   |  | Total share-          |   |  | Compre-            |  
|                                                  |  | Number of   |  |  |               |  |  | Additional paid- |   |  | development |   |  | hensive Income  |   |  | **holders' equity /** |   |  | **hensive Income** |  
|SHAREHOLDERS' EQUITY / (DEFICIT)                  |  | Shares      |  |  | Share Capital |  |  | **in capital**   |   |  | stage       |   |  | (Loss)          |   |  | (deficit)             |   |  | (Loss)             |  
|                                                  |  |             |  |  |               |  |  |                  |   |  |             |   |  |                 |   |  |                       |   |  |                    |  
|Balance May 25, 2004                              |  | -           |  |  | -             |  |  | -                |   |  | -           |   |  | -               |   |  | -                     |   |  | -                  |  
|Contribution share capital from founders          |  | 80,000,000  |  |  | 80,000        |  |  | 19               |   |  | -           |   |  | -               |   |  | 80,019                |   |  | -                  |  
|Currency translation adjustment                   |  | -           |  |  | -             |  |  | -                |   |  | -           |   |  | (77,082         | ) |  | (77,082               | ) |  | (77,082            | )
|Net loss for the period                           |  | -           |  |  | -             |  |  | -                |   |  | (601,032    | ) |  | -               |   |  | (601,032              | ) |  | (601,032           | )
|Balance December 31, 2004                         |  | 80,000,000  |  |  | 80,000        |  |  | 19               |   |  | (601,032    | ) |  | (77,082         | ) |  | (598,095              | ) |  | (678,114           | )
|                                                  |  |             |  |  |               |  |  |                  |   |  |             |   |  |                 |   |  |                       |   |  |                    |  
|                                                  |  |             |  |  |               |  |  |                  |   |  |             |   |  |                 |   |  |                       |   |  |                    |  
|Balance January 1, 2005                           |  | 80,000,000  |  |  | 80,000        |  |  | 19               |   |  | (601,032    | ) |  | (77,082         | ) |  | (598,095              | ) |  |                    |  
|Currency translation adjustment                   |  | -           |  |  | -             |  |  | -                |   |  |             |   |  | 218,699         |   |  | 218,699               |   |  | 218,699            |  
|Net loss for the year                             |  | -           |  |  | -             |  |  | -                |   |  | (1,993,932  | ) |  | -               |   |  | (1,993,932            | ) |  | (1,993,932         | )
|Balance December 31, 2005                         |  | 80,000,000  |  |  | 80,000        |  |  | 19               |   |  | (2,594,964  | ) |  | 141,617         |   |  | (2,373,328            | ) |  | (1,775,233         | )
|                                                  |  |             |  |  |               |  |  |                  |   |  |             |   |  |                 |   |  |                       |   |  |                    |  
|                                                  |  |             |  |  |               |  |  |                  |   |  |             |   |  |                 |   |  |                       |   |  |                    |  
|Balance January 1, 2006                           |  | 80,000,000  |  |  | 80,000        |  |  | 19               |   |  | (2,594,964  | ) |  | 141,617         |   |  | (2,373,328            | ) |  |                    |  
|Forgiveness of debt by major shareholder          |  | -           |  |  | -             |  |  | 1,466,052        |   |  | -           |   |  | -               |   |  | 1,466,052             |   |  | -                  |  
|Currency translation adjustment                   |  | -           |  |  | -             |  |  | -                |   |  | -           |   |  | (88,153         | ) |  | (88,153               | ) |  | (88,153            | )
|Net income for the year                           |  | -           |  |  | -             |  |  | -                |   |  | 1,516,004   |   |  | -               |   |  | 1,516,004             |   |  | 1,516,004          |  
|Balance December
      31, 2006                   |  | 80,000,000  |  |  | 80,000        |  |  | 1,466,071        |   |  | (1,078,960  | ) |  | 53,464          |   |  | 520,575               |   |  | 1,427,851          |  
|                                                  |  |             |  |  |               |  |  |                  |   |  |             |   |  |                 |   |  |                       |   |  |                    |  
|                                                  |  |             |  |  |               |  |  |                  |   |  |             |   |  |                 |   |  |                       |   |  |                    |  
|Balance January 1, 2007                           |  | 80,000,000  |  |  | 80,000        |  |  | 1,466,071        |   |  | (1,078,960  | ) |  | 53,464          |   |  | 520,575               |   |  |                    |  
|Recapitalization transaction
      (Note 1)       |  | 20,110,400  |  |  | 20,110        |  |  | (356,732         | ) |  | -           |   |  | -               |   |  | (336,622              | ) |  | -                  |  
|Stock-based compensation                          |  | 880,000     |  |  | 880           |  |  | 7,244,409        |   |  | -           |   |  | -               |   |  | 7,245,289             |   |  | -                  |  
|Private placement of Units, issued for cash       |  | 10,330,152  |  |  | 10,330        |  |  | 9,675,667        |   |  | -           |   |  | -               |   |  | 9,685,997             |   |  | -                  |  
|Private placement of Units                        |  | 10,709      |  |  | 11            |  |  | (11              | ) |  | -           |   |  | -               |   |  | -                     |   |  | -                  |  
|Private placement
      of Units, issued for cash |  | 825,227     |  |  | 825           |  |  | 3,521,232        |   |  | -           |   |  | -               |   |  | 3,522,057             |   |  | -                  |  
|Currency translation adjustment                   |  | -           |  |  | -             |  |  | -                |   |  | -           |   |  | 3,069           |   |  | 3,069                 |   |  | 3,069              |  
|Net loss for the year                             |  | -           |  |  | -             |  |  | -                |   |  | (12,825,496 | ) |  | -               |   |  | (12,825,496           | ) |  | (12,825,496        | )
|Balance December 31, 2007                         |  | 112,156,488 |  |  | 112,156       |  |  | 21,550,636       |   |  | (13,904,456 | ) |  | 56,533          |   |  | 7,814,870             |   |  | (12,822,427        | )
|                                                  |  |             |  |  |               |  |  |                  |   |  |             |   |  |                 |   |  |                       |   |  |                    |  
|                                                  |  |             |  |  |               |  |  |                  |   |  |             |   |  |                 |   |  |                       |   |  |                    |  
|Balance January 1, 2008                           |  | 112,156,488 |  |  | 112,156       |  |  | 21,550,636       |   |  | (13,904,456 | ) |  | 56,533          |   |  | 7,814,870             |   |  |                    |  
|Stock-based compensation                          |  | 1,369,893   |  |  | 1,370         |  |  | 4,536,211        |   |  | -           |   |  | -               |   |  | 4,537,581             |   |  | -                  |  
|Currency translation
      adjustment             |  | -           |  |  | -             |  |  | -                |   |  | -           |   |  | 1,621           |   |  | 1,621                 |   |  | 1,621              |  
|Net loss for the period                           |  | -           |  |  | -             |  |  | -                |   |  | (6,163,605  | ) |  | -               |   |  | (6,163,605            | ) |  | (6,163,605         | )
|Balance March 31, 2008                            |  | 113,526,381 |  |  | 113,526       |  |  | 26,086,847       |   |  | (20,068,061 | ) |  | 58,154          |   |  | 6,190,467             |   |  | (6,161,984         | )
|                                                  |  |             |  |  |               |  |  |                  |   |  |             |   |  |                 |   |  |                       |   |  |                    |  
|Balance April 1,
      2008                       |  | 113,526,381 |  |  | 113,526       |  |  | 26,086,847       |   |  | (20,068,061 | ) |  | 58,154          |   |  | 6,190,467             |   |  | (6,161,984         | )
|Stock-based compensation                          |  | 43,741      |  |  | 44            |  |  | 1,814,052        |   |  | -           |   |  | -               |   |  | 1,814,096             |   |  | -                  |  
|Issuance of warrants                              |  | -           |  |  | -             |  |  | 240,000          |   |  | -           |   |  | -               |   |  | 240,000               |   |  | -                  |  
|Beneficial Conversion Feature                     |  | -           |  |  | -             |  |  | 557,989          |   |  | -           |   |  | -               |   |  | 557,989               |   |  | -                  |  
|Currency translation adjustment                   |  | -           |  |  | -             |  |  | -                |   |  | -           |   |  | (1,750          | ) |  | (1,750                | ) |  | (1,750             | )
|Net loss for the period                           |  | -           |  |  | -             |  |  | -                |   |  | (4,233,943  | ) |  | -               |   |  | (4,233,943            | ) |  | (4,233,943         | )
|Balance June 30,
      2008                       |  |             |  |  |               |  |  |                  |   |  |             |   |  |                 |   |  |                       |   |  |                    |  
|As restated (see note 14)                         |  | 113,570,122 |  |  | 113,570       |  |  | 28,698,888       |   |  | (24,302,004 | ) |  | 56,404          |   |  | 4,566,859             |   |  | (10,397,677        | )

7

---

|MANAS PETROLEUM CORPORATION                 
|--------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)               
|CONDENSESD CONSOLIDATED FINANCIAL STATEMENTS

|NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
      STATEMENTS                      
|------------------------------------------------------------------------------------
|for the three and six months ended June 30, 2008 and June
      30, 2007 (Unaudited)

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial
statements of Manas Petroleum Corporation ("Manas" or the Company") and its
subsidiaries (Group) for the three and six months ended June 30, 2008 have
been prepared in accordance with U.S. generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by U.S. generally accepted accounting
principles for complete financial statements. These condensed consolidated
financial statements should be read in conjunction with the consolidated
financial statements and the notes thereto, included in the Group's Annual
Report on Form 10-KSB for the year ended December 31, 2007.

The Company considers itself as a development stage company
since it has not realized any revenues from its planned principal operations. As
a development stage enterprise, the Company discloses the deficit accumulated
during the development stage and the cumulative statements of operations and
cash flows from inception to the current balance sheet date.

The Company, formerly known as Express Systems Corporation, was
incorporated in the State of Nevada on July 9, 1988. The Group has a focused
strategy on exploration and developing oil and gas resources in Central Asia
(subsidiaries in Kyrgyz Republic and Republic of Tajikistan), in the Balkan
Region (subsidiary in Albania) as well as in Latin America (subsidiary in
Chile).

On April 10, 2007, the Company completed the Exchange
Transaction whereby it acquired its then sole subsidiary DWM Petroleum AG, Baar
(DWM) pursuant to an exchange agreement signed in November 2006 whereby 100% of
the shares of DWM were exchanged for 80,000,000 common shares of the Company. As
part of the closing of this exchange transaction, the Company issued 800,000
shares as finders fees at the closing price of $3.20.

The acquisition of DWM has been accounted for as a merger of a
private operating company into a non-operating public shell. Consequently, the
Company is the continuing legal registrant for regulatory purposes and DWM is
treated as the continuing accounting acquirer for accounting and reporting
purposes. The assets and liabilities of DWM remained at historic cost. Under US
GAAP in transactions involving the merger of a private operating company into a
non-operating public shell, the transaction is equivalent to the issuance of
stock by DWM for the net monetary assets of the Company, accompanied by a
recapitalization. The accounting is identical to a reverse acquisition, except
that no goodwill or other intangibles are recorded.

The Group has a focused strategy on exploration and developing
oil and gas resources in Central Asia (subsidiaries in Kyrgyz Republic and
Republic of Tajikistan), Eastern Europe (Albania) and Latin America (Chile).

2. GOING CONCERN

8

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|MANAS PETROLEUM CORPORATION                                                         
|------------------------------------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                                                       
|CONDENSESD CONSOLIDATED FINANCIAL STATEMENTS                                        
|                                                                                    
|                                                                                    
|                                                                                    
|NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
      STATEMENTS                      
|for the three and six months ended June 30, 2008 and June
      30, 2007 (Unaudited)

The condensed consolidated financial statements have been
prepared on the assumption that the Group will continue as a going concern. The
Group has no operating income and therefore will remain dependent upon continued
funding from its shareholders or other sources. Our cash balance as of June 30,
2008 was $7,788,927, of which $6,180,000 has been restricted for a bank
guarantee for the first phase of our work program in Albania (covering the
seismic and geological and geographical (G&G) costs in Albania), leaving a
balance of $1,608,927. The Groups net losses since inception were
$24,823,854Based on our expected monthly burn rate per month, we estimate that
we have sufficient working capital to fund operations for two months. We are
currently in negotiations for up to $80 million of additional financing, which
we expect to be completed by the end of October 2008. Additionally, we are in
negotiations for an immediate mezzanine tranche of bridge financing of up to $10
million, of which $2 million were committed on August 13, 2008 and a non-binding
letter of intent was signed on July 30, 2008 with a group for over $4 million
which would provide sufficient funds to finance our operations through to the
planned financing as well as execute our geological work in Albania until end of
2008. If we are not able to raise the required funds, we would consider
farming-out projects in order to reduce our financial commitments.

In order to continue to fund operations after the next six
months and implement the growth strategy through the further acquisition of new
licenses in particular in Central Asia and the Balkan Region as well as to
finance continuing operations, the Group will require further funds. We expect
these funds will be raised through additional equity and/or debt financing.

3. ACCOUNTING POLICIES

The Groups condensed consolidated financial statements are
prepared in accordance with US GAAP. The preparation of financial statements in
conformity with US GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets, liabilities and disclosures, if any,
of contingent assets and liabilities at the date of the financial statements.
Actual results could differ from these estimates.

The accompanying financial data as of June 30, 2008 and
December 31, 2007 and for the three and six months ended June 30, 2008 and 2007
and for the period from inception, May 25, 2004, to June 30, 2008 has been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission (SEC).

The complete accounting policies followed by the Group are set
forth in Note 3 to the audited consolidated financial statements contained in
the Group's Annual Report on Form 10-KSB for the year ended December 31,
2007.

In the opinion of management, all adjustments (which include
normal recurring adjustments, except as disclosed herein) necessary to present a
fair statement of financial position as of June 30, 2008 and December 31, 2007,
results of operations for the three and six months ended June 30, 2008 and 2007
and for the period from inception, May 25, 2004, to June 30, 2008 and cash flows
for the six months ended June 30, 2008 and 2007 and for the period from
inception, May 25, 2004, to June 30, 2008, as applicable, have been made. The
results of

9

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|MANAS PETROLEUM CORPORATION                                                         
|------------------------------------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                                                       
|CONDENSESD CONSOLIDATED FINANCIAL STATEMENTS                                        
|                                                                                    
|                                                                                    
|                                                                                    
|NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
      STATEMENTS                      
|for the three and six months ended June 30, 2008 and June
      30, 2007 (Unaudited)

operations for the three and six months ended June 30, 2008 are
not necessarily indicative of the operating results for the full fiscal year or
any future periods.

4. NEW ACCOUNTING STANDARDS: NOT YET ADOPTED

FASB Statement No. 160,Non-controlling Interests in Consolidated
  Financial Statements.On December 4, 2007 the FASB issued SFAS No. 160,
  Non-controlling Interests in Consolidated Financial Statements - An Amendment
  of ARB No. 51. SFAS 160 establishes new accounting and reporting standards for
  the non-controlling interest in a subsidiary and for the deconsolidation of
  a subsidiary. Specifically, this statement requires the recognition of a non-controlling
  interest (minority interest) as equity in the consolidated financial statements
  and separate from the parent's equity. The amount of net income attributable
  to the non-controlling interest will be included in consolidated net income
  on the face of the income statement. SFAS 160 clarifies that changes in a parent's
  ownership interest in a subsidiary that do not result in deconsolidation are
  equity transactions if the parent retains its controlling financial interest.
  In addition, this statement requires that a parent recognize a gain or loss
  in net income when a subsidiary is deconsolidated. Such gain or loss will be
  measured using the fair value of the non-controlling equity investment on the
  deconsolidation date. SFAS 160 also includes expanded disclosure requirements
  regarding the interests of the parent and its non-controlling interest. SFAS
  160 is effective for fiscal years, and interim periods within those fiscal years,
  beginning on or after December 15, 2008. Earlier adoption is prohibited. The
  impact, if any, to the Group from the adoption of SFAS 160 in 2009 will depend
  on the development of our business at that time.

5. CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

|                                |  |               |  |  |               |  |  |          |  |  |             |  |  | USD       |  |  |           |  |  |           | 
|------------------------------- |  | ------------- |  |  | ------------- |  |  | -------- |  |  | ----------- |  |  | --------- |  |  | --------- |  |  | --------- | 
|                                |  |               |  |  |               |  |  |          |  |  | USD (held   |  |  | TOTAL     |  |  | USD       |  |  | USD       | 
|                                |  | USD (held     |  |  | USD (held     |  |  | USD(held |  |  | in other    |  |  | JUNE 30,  |  |  | TOTAL     |  |  | TOTAL     | 
|                                |  | in
      USD) |  |  | in
      EUR) |  |  | inCHF)   |  |  | currencies) |  |  | 2008      |  |  | 2007      |  |  | 2006      | 
|Bank and postal accounts        |  | 1,460,339     |  |  | 1,139         |  |  | 143,317  |  |  | 4,132       |  |  | 1,608,927 |  |  | 8,480,771 |  |  | 1,090,098 | 
|Cash and Cash
      Equivalents |  | 1,460,339     |  |  | 1,139         |  |  | 143,317  |  |  | 4,132       |  |  | 1,608,927 |  |  | 8,480,771 |  |  | 1,090,098 | 

Cash and cash equivalents are available at the Groups own
disposal and there is no restriction or limitation on withdrawal and/or use of
these funds. The Groups cash equivalents are placed with high credit rated
financial institutions. The carrying amount of these assets approximates their
fair value.

We have a bank guarantee for our Albanian project of $6,180,000
  which is considered restricted cash as of June 30, 2008. These funds in this
  bank guarantee will be continuously reduced on a monthly basis in accordance
  with negotiations with the Albanian government and are available at Groups
  own disposal thereafter (no restriction or limitation of these funds after release).

10

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|MANAS PETROLEUM CORPORATION                                                         
|------------------------------------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                                                       
|CONDENSESD CONSOLIDATED FINANCIAL STATEMENTS                                        
|                                                                                    
|                                                                                    
|                                                                                    
|NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
      STATEMENTS                      
|for the three and six months ended June 30, 2008 and June
      30, 2007 (Unaudited)



6. TANGIBLE FIXED ASSETS

|2008                                        |  | Office Equipment |   |  | Vehicles |   |  | Leasehold    |   |  | Total   |  
|------------------------------------------- |  | ---------------- | - |  | -------- | - |  | ------------ | - |  | ------- | -
|                                            |  | & Furniture      |   |  |          |   |  | Improvements |   |  |         |  
|                                            |  | USD              |   |  | USD      |   |  | USD          |   |  | USD     |  
|Cost at January 1                           |  | 77,845           |   |  | 53,000   |   |  | 42,424       |   |  | 173,269 |  
|Additions                                   |  | 30,464           |   |  | 54,649   |   |  | 4,952        |   |  | 90,064  |  
|Disposals                                   |  | -                |   |  | -        |   |  | -            |   |  | -       |  
|Cost at June
      30                       |  | 108,309          |   |  | 107,649  |   |  | 47,375       |   |  | 263,333 |  
|                                            |  |                  |   |  |          |   |  |              |   |  |         |  
|Accumulated
      depreciation at January 1 |  | (10,471          | ) |  | (9,000   | ) |  | (724         | ) |  | (20,195 | )
|Depreciation                                |  | (11,268          | ) |  | (5,914   | ) |  | (4,656       | ) |  | (21,837 | )
|Disposals                                   |  | -                |   |  | -        |   |  | -            |   |  | -       |  
|Accumulated depreciation at June 30         |  | (21,739          | ) |  | (14,914  | ) |  | (5,379       | ) |  | (42,032 | )
|                                            |  |                  |   |  |          |   |  |              |   |  |         |  
|Net book value at June 30                   |  | 86,570           |   |  | 92,735   |   |  | 41,996       |   |  | 221,301 |  

Depreciation expense and accumulated depreciation for the year
ended December 31, 2007 were $15,633 and $20,195.

7. STOCK COMPENSATION PROGRAM

On February 1, 2008, the Company granted 1,000,000 stock
options to officers at a price of $2.10 per share. The strike price represents
the closing share price on the grant date. These stock options vest over 36
months with 1/12 vested per quarter. Compensation cost, being the fair value of
the options at the grant date, is calculated to be $1,127,410 of which $93,951
will be expensed every quarter as the remainder vest.

The fair value of all of the options was determined using the
Black-Scholes option pricing model using a 6-year expected life of the option, a
volatility factor of 50%, a risk-free rate of 5.0% and no assumed dividend rate.

On March 3, 2008, the Company granted 150,000 shares to
employees in Albania and 1,219,893 shares to consultants as payment for services
(market price at grant date $2.05 per share). Compensation costs are calculated
to be $2,808,281. Of this charge, $307,500 and $2,500,781 were recorded in
personnel costs and consulting fees respectively.

For the six months ending June 30, 2008 Manas recorded a total
charge of $6,351,677 in respect of the equity awards granted under the stock
compensation and stock option plan ($1,814,096 for the second quarter of 2008).
Of this charge, $3,542,314 and $2,755,883 were recorded in personnel costs and
consulting fees respectively (or $1,633,065 and $127,551 respectively for the
second quarter). We have further paid interest in form of shares in connection
with the Debenture financing in the amount of $53,480 in the second quarter and
therefore also for the six months.

8. DEBENTURE

On April 30, 2008, the Company successfully negotiated a
mezzanine tranche of bridge financing and raised $4,000,000 through the issuance
of 4,000 debenture notes (Debentures) of $1,000 each and 1,000,000 detachable
warrants. The warrants are exercisable to purchase the Companys unregistered
common shares at $2.10 per share at the option of the holder and will expire on
April 30, 2010. The net proceeds after paying finders fee were $3,790,000. The

11

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|MANAS PETROLEUM CORPORATION                                                         
|------------------------------------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                                                       
|CONDENSESD CONSOLIDATED FINANCIAL STATEMENTS                                        
|                                                                                    
|                                                                                    
|                                                                                    
|NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
      STATEMENTS                      
|for the three and six months ended June 30, 2008 and June
      30, 2007 (Unaudited)

Debentures bear an interest of 8% p.a. payable twice a year
(June and December) and are due and payable in full two years from the date of
issuance (April 30, 2010). The Debentures can be prepaid along with any unpaid
interest at the Companys request without prepayment premium or penalty. The
Debentures can be converted into unregistered common shares at any time on
demand of the holder at a conversion price based upon the average price of the
20 days trading price prior to conversion and subject to a floor of $1.00 per
share. Interest can be paid in the equivalent amount of unregistered common
shares of the Company. If the Company issues shares for proceeds in excess of
$40,000,000 then up to 50% of the proceeds are required to be used to pay down
the Debentures.

The aggregate proceeds received have been allocated between the
detachable warrants and the Debentures on a relative fair value basis.
Accordingly, $240,000 was credited to additional paid in capital with respect to
the warrants.

At the date of issuance the conversion price determined in
accordance with the Debenture agreement was less than the actual share price on
the issuance date. This resulted in a beneficial conversion feature of $557,989,
which has been amortized using the effective interest rate method and recorded
as part of interest expense over the term of the Debenture.

Debt issuance costs of $210,000 were incurred and will be
amortized over the term of the Debentures using the effective interest rate
method.

9. RELATED PARTY DISCLOSURE

The consolidated financial statements include the financial
statements of Manas Petroleum Corporation and the entities listed in the
following table:

|                                                   |  |                         |  |  | Equity share  |  |  | Equity share |  |  | Equity share | 
|-------------------------------------------------- |  | ----------------------- |  |  | ------------- |  |  | ------------ |  |  | ------------ | 
|                                                   |  | Country                 |  |  | June 30, 2008 |  |  | Dec 31, 2007 |  |  | Dec 31, 2006 | 
|DWM Petroleum AG, Baar (1)                         |  | Switzerland             |  |  | 100%          |  |  | 100%         |  |  | -            | 
|Manas Petroleum AG, Baar (2)                       |  | Switzerland             |  |  | 100%          |  |  | 100%         |  |  | -            | 
|CJSC South Petroleum Company, Jalalabat (3)        |  | Kyrgyz Republic         |  |  | 25%           |  |  | 25%          |  |  | 25%          | 
|CJSC
      Somon Oil Company, Dushanbe (4)         |  | Rep of
      Tajikistan |  |  | 90%           |  |  | 90%          |  |  | 90%          | 
|Manas Petroleum of Chile Corporation, Victoria (5) |  | Canada                  |  |  | 100%          |  |  | n/a          |  |  | n/a          | 
|Manas Management Services Ltd., Nassau (6)         |  | Bahamas                 |  |  | 100%          |  |  | n/a          |  |  | n/a          | 
|Manas Chile Energia Limitada, Santiago (7)         |  | Chile                   |  |  | 100%          |  |  | n/a          |  |  | n/a          | 

|(1) | Including Branch in Albania                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------
|(2) | Founded in 2007                                                                                                    
|(3) | CJSC South Petroleum Company was founded by DWM Petroleum
      AG; equity method investee that is not consolidated
|(4) | CJSC Somon Oil Company was founded by DWM Petroleum
    AG                                                         
|(5) | Founded in 2008                                                                                                    
|(6) | Founded in 2008                                                                                                    
|(7) | Manas Chile Energia Limitada was founded by Manas
      Management Services Ltd.; founded in 2008                  

Three new subsidiaries were founded in the quarter:

- Manas Petroleum of Chile Corporation, Victoria is dormant.
- Manas Management Services Ltd., Nassau was created to obtain the
  exploration license in Chile.
- Manas Chile Energia Limitada, Santiago was created to obtain the
exploration license in Chile.

12

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|MANAS PETROLEUM CORPORATION                                                         
|------------------------------------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                                                       
|CONDENSESD CONSOLIDATED FINANCIAL STATEMENTS                                        
|                                                                                    
|                                                                                    
|                                                                                    
|NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
      STATEMENTS                      
|for the three and six months ended June 30, 2008 and June
      30, 2007 (Unaudited)

The ultimate control owner of the Group is the management of
the Group (56%). Ownership and voting right percentages in the subsidiaries
stated above are identical to the equity share.

The following table provides the total amount of transactions,
which have been entered into with related parties for the relevant financial
period:

Board of directors
      
      01.01.-06.30.08
      
      
      01.01.-06.30.07USD
      
      
      USDPayments to directors for office rent
      
      93,108
      
      
      37,110Payments to related companies controlled
      
      bydirectors for rendered consulting services
      
      5,814
      
      
      198,33406.30.08
      
      
      06.30.07USD
      
      
      USDLoan from a director
      
      -
      
      
      201,458


The loans granted from related parties are perpetual loans with
indefinite maturity and bear interest based on market conditions. Consulting
services by related parties are performed for a fee. This consulting agreement
with the company controlled by the director was cancelled on August 31,
2007.

10. COMMITMENTS & CONTINGENT LIABILITIES

Legal actions and claims (Kyrgyz Republic, Republic of
Tajikistan, Chile and Albania)

In the ordinary course of business, the associate/subsidiaries
or branches in the Kyrgyz Republic, Republic of Tajikistan, Chile and Albania
may be subject to legal actions and complaints. Management believes that the
ultimate liability, if any, arising from such actions or complaints will not
have a material adverse effect on the financial condition or the results of
future operations of the associate/subsidiaries in the Kyrgyz Republic, Republic
of Tajikistan, Chile and Albania. At June 30, 2008, there had been no legal
actions threatened or actual against the associate/subsidiaries or branches in
the Kyrgyz Republic, Republic of Tajikistan, Chile and Albania.

Management believes that the Group, including
associate/subsidiaries or branches in the Kyrgyz Republic, Republic of
Tajikistan, Chile and Albania are in substantial compliance with the tax laws
affecting its operations. However, the risk remains that relevant authorities
could take differing positions with regards to interpretative issues.

Chile Project (Joint Consortium IPR Manas Petroleum
Corp.)

On April 29, 2008, Manas and IPR entered into a farm-out
agreement with Geopark and Pluspetrol. Manas and IPR will each hold 20% of the
project and Geopark and Plustpetrol own stakes of 30% each. An application for
the transfer of the shares to the ministry will be made shortly after the
ratification of the Tranquillo block licenses. If this is approved, the
operatorship will be transferred from IPR to Geopark, who is already operating a
block in the Magallanes Basin. According to the License Agreement the minimum
investment is as follows:

13

---

|MANAS PETROLEUM CORPORATION                                                         
|------------------------------------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                                                       
|CONDENSESD CONSOLIDATED FINANCIAL STATEMENTS                                        
|                                                                                    
|                                                                                    
|                                                                                    
|NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
      STATEMENTS                      
|for the three and six months ended June 30, 2008 and June
      30, 2007 (Unaudited)

Special Operating Contract
      Years 2008 - 2011
      Year 2012 - 2013
      Year 2014 - 2015USD
      USD
      USDCEOP (Tranquillo Block)
      14,360,000
      10,100,000
      8,720,000


11. PERSONNEL COSTS AND EMPLOYEE BENEFIT PLANS

|                               |  | For the six months ended |  |  | For the six months ended | 
|------------------------------ |  | ------------------------ |  |  | ------------------------ | 
|                               |  | June 30, 2008            |  |  | June 30, 2007            | 
|                               |  | USD                      |  |  | USD                      | 
|Wages and salaries             |  | 4'844'038                |  |  | 1'645'517                | 
|Social security contributions  |  | 76'308                   |  |  | 46'734                   | 
|Pension fund contribution      |  | 136'086                  |  |  | 2'277                    | 
|Other personnel
      expenses |  | 468                      |  |  | 1'691                    | 
|Total Personnel Costs          |  | 5'056'900                |  |  | 1'696'219                | 

|                               |  | For the three months ended |  |  | For the three months ended | 
|------------------------------ |  | -------------------------- |  |  | -------------------------- | 
|                               |  | June 30, 2008              |  |  | June 30, 2007              | 
|                               |  | USD                        |  |  | USD                        | 
|Wages and salaries             |  | 2'327'549                  |  |  | 1'629'058                  | 
|Social security contributions  |  | 50'129                     |  |  | 47'862                     | 
|Pension fund contribution      |  | 113'097                    |  |  | 1'288                      | 
|Other personnel
      expenses |  | 468                        |  |  | 1'000                      | 
|Total Personnel Costs          |  | 2'491'243                  |  |  | 1'679'208                  | 

12. EARNINGS PER SHARE

Loss per share is calculated as Net Loss for the six months
ended June 30, 2007 and June 30, 2008 divided by 105,135,343 and 113,058,917
outstanding shares and as Net Loss for the three months ended on June 30, 2007
and June 30, 2008 divided by 110,160,286 and 113,539,840 outstanding shares.

For the three and six months ended June 30, 2008 and June 30,
2007 all share options and warrants were excluded from the calculation of the
diluted weighted average number of shares, because the Group made a net loss
during the calculation period and the effect of their inclusion would be
anti-dilutive.

13. SUBSEQUENT EVENT(S)

We received a commitment for a $2 million mezzanine financing
tranche of bridge financing on August 13, 2008 and a non-binding letter of
intent was signed with a group for over $4 million on July 30,2008.

14. RESTATEMENT

Subsequent to the issuance of the Companys financial
statements for the quarter ended June 30, 2008, the Companys management
determined that the beneficial conversion feature related to the Debentures
should not have been expensed at inception, but instead amortized over the term
of the Debentures. If the beneficial conversion feature had been recorded
properly, the loss for the three and six month periods ended June 30, 2008 and
for the period

14

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|MANAS PETROLEUM CORPORATION                                                         
|------------------------------------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                                                       
|CONDENSESD CONSOLIDATED FINANCIAL STATEMENTS                                        
|                                                                                    
|                                                                                    
|                                                                                    
|NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
      STATEMENTS                      
|for the three and six months ended June 30, 2008 and June
      30, 2007 (Unaudited)

from inception
  to June 30, 2008 would have been reduced. In addition, the carrying value of
  the Debentures would have been reduced by the amount of the unamortized beneficial
  conversion feature. The beneficial conversion feature will be accreted over
  the term of the Debentures and classified as part of interest expense. As a
  result, the financial statements have been restated from the amounts previously
  reported to reflect the proper recording of the beneficial conversion feature
  and its subsequent amortization.

|                       |  | As at June 30, 2008              |   |  |                                     |   |  |                                     |   |  |             |   |  |               |  
|---------------------- |  | -------------------------------- | - |  | ----------------------------------- | - |  | ----------------------------------- | - |  | ----------- | - |  | ------------- | -
|                       |  | in USD                           |   |  |                                     |   |  |                                     |   |  |             |   |  |               |  
|                       |  | As previously                    |   |  |                                     |   |  |                                     |   |  |             |   |  |               |  
|                       |  | reported                         |   |  | As
      restated                   |   |  |                                     |   |  |             |   |  |               |  
|                       |  |                                  |   |  |                                     |   |  |                                     |   |  |             |   |  |               |  
|Debentures             |  | 3,760,000                        |   |  | 3,242,502                           |   |  |                                     |   |  |             |   |  |               |  
|Deficit accumulated    |  |                                  |   |  |                                     |   |  |                                     |   |  |             |   |  |               |  
|during the             |  |                                  |   |  |                                     |   |  |                                     |   |  |             |   |  |               |  
|development stage      |  | (24,819,502                      | ) |  | (24,302,004                         | ) |  |                                     |   |  |             |   |  |               |  
|                       |  |                                  |   |  |                                     |   |  |                                     |   |  |             |   |  |               |  
|                       |  | For the three
      months ended |   |  | For the six
      months ended June |   |  | For the period
      from inception |  
|                       |  | June 30, 2008                    |   |  | 30, 2008                            |   |  | to June 30, 2008                    |  
|                       |  | in USD                           |   |  | in USD                              |   |  | in USD                              |  
|                       |  | As previously                    |   |  |                                     |   |  | As previously                       |   |  |             |   |  | As previously |  
|                       |  | reported                         |   |  | As restated                         |   |  | reported                            |   |  | As restated |   |  | reported      |  
|                       |  |                                  |   |  |                                     |   |  |                                     |   |  |             |   |  |               |  
|Interest expense       |  | (632,906                         | ) |  | (115,408                            | ) |  | (635,591                            | ) |  | (118,093    | ) |  | (717,231      | )
|Net loss               |  | (4,751,440                       | ) |  | (4,233,943                          | ) |  | (10,915,045                         | ) |  | (10,397,546 | ) |  | (24,823,854   | )
|Basic and diluted loss |  |                                  |   |  |                                     |   |  |                                     |   |  |             |   |  |               |  
|per share              |  | (0.04                            | ) |  | (0.04                               | ) |  | (0.10                               | ) |  | (0.09       | ) |  | (0.24         | )

15

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|Item 2. | Managements Discussion and Analysis of
      Financial Condition and Results of Operation
|------- | ------------------------------------------------------------------------------------------

This Periodic Report on Form 10-Q may contain "forward-looking
statements". The terms "believe", "anticipate", "intend", "goal", "expect" and
similar expressions may identify forward-looking statements. These
forward-looking statements represent our current expectations or beliefs
concerning future events. The matters covered by these statements are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those set forth in the forward-looking statements, including our
dependence on weather-related factors, the political conditions in the countries
in which we operate, the results of our exploration activities, the impact of
competition and price erosion, as well as supply and manufacturing restraints
and other risks and uncertainties. You should not construe the foregoing list as
exhaustive, and we disclaim any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after the date of
such statements, or to reflect the occurrence of anticipated or unanticipated
events. In light of the significant uncertainties inherent in the
forward-looking information included herein, you should not regard the inclusion
of such information as a representation that we will achieve our strategy,
objectives or other plans. We caution readers not to place undue reliance on any
such forward-looking statements, which speak only as of the date made.

You should read the following discussion and analysis in
conjunction with the unaudited consolidated Financial Statements and Notes
thereto included in this Form 10-Q. The discussion contains forward-looking
statements that involve risk and uncertainties. Our actual results and the
timing of certain events could differ materially from those discussed in these
forward-looking statements as a result of certain factors, including, but not
limited to, those set forth herein and elsewhere in this Form 10-Q.

Overview

We are a development stage company. Our growth strategy is
focused on petroleum exploration and development in selected Central Asian
countries of the former Soviet Union, in the Balkan Region and in Latin America.
In addition to our focus on these regions, we also take an opportunistic view on
projects outside the above regions. Our goal is to increase shareholder value
through the successful acquisition and exploration of oil and gas resources.

We have no operating income yet and, as a result, depend upon
funding from various sources to continue operations and to implement our growth
strategy.

Results of Operation for the Six Months Ended June 30, 2008
Compared to the Six Months Ended June 30, 2007

In the six months ended June 30, 2008, we had a net loss of
  $10,397,546  as compared to a net loss of $5,489,284 for the comparable period
ended June 30, 2007. Our net loss for the accounting period in 2008 is
positively affected by revenues of $593,196, stemming from an option agreement
with Santos International Ventures Pty Ltd. (Santos) ($558,696) and consulting
fees ($34,500). The corresponding period in 2007 is unaffected by revenue from
operations as we had none in the period.

In the six months ended June 30, 2008 our operating expenses
increased to $11,005,781 from $5,557,902 reported for the same period in 2007.
The 98% increase in our total operating

16

---

expenses is attributable to firstly, exploration costs
($1,288,011) but secondly, also to several factors associated with the increase
in the size of our operations and the personnel needed to carry out these
operations. 58% of the total operating expenses, or $6,351,677, for the period
ended June 30, 2008 is related to stock-based or stock option-based compensation
payments, which are non-cash. Compared to the same period in 2007, we recorded
additional stock-based or stock option-based compensations of $859,256.

Personnel costs

The number of employees increased three fold for the period
ended June 30, 2008 compared to the six months ended June 30, 2007. As a result,
our personnel costs increased to $5,056,900 from $1,696,219. 70% of the total
personnel costs of $3,542,314 is related to or is  a non-cash charge for our
stock compensation and stock option plan to obtain and retain qualified
management.

Exploration costs

For the period ended June 30, 2008 we incurred exploration
costs of $1,288,011 as compared to $45,901 for the corresponding period in 2007.
The amount covers the expenses for our projects in Albania, Chile and Tajikistan
as well as preliminary scouting in Mongolia. The exploration costs in Albania
amount to $481,512 and include an environmental study, a volumetric report by an
independent consulting agency, reprocessing of data as well as a payment for the
seismic work by Geological Institute of Israel (GII) of $232,800. In Chile, we
have spent $141,406 for reprocessing data and finalizing the work program with
our partners. The costs in Tajikistan amount to $655,093 for the first six
months in 2008. For the period ended June 30, 2007, we had exploration charges
of $45,901.

Consulting fees

For the period ended June 30, 2008, we paid consulting fees in
the amount of $3,197,222 as compared to consulting fees of $422,201 for the
period ended June 30, 2007. This increase of 629%, or $2,755,021, is primarily
due to a charge of $2,755,883 in the six month period ended June 30, 2008 for
stock based and stock option based compensation, $2,500,781 of which resulted
from a March 2008 grant of stock options to consultants working on our
operations in Albania as payment for services.

Administrative costs

Our administrative costs of $1,441,810 declined from $3,389,772
during the period ended June 30, 2008. The sharp decrease is a result from
one-time compensation charges of $2,560,000 for the acquisition of DWM and the
public listing which took place in second quarter of 2007. Compared to the same
period in 2007, we have higher audit and traveling costs.

Results of Operation for the Three Months Ended June 30,
2008 Compared to the Three Months Ended June 30, 2007

In the quarter ended June 30, 2008, we had a net loss of
  $4,233,943  as compared to a net loss of $5,060,300 for the quarter ended June
30, 2007. Our net loss for the second quarter in 2008 is positively affected by
revenues of $593,196, stemming from an option premium received by Santos
($558,696) and consulting fees ($34,500). The corresponding period in 2007 is
unaffected by revenue from operations as we had none in the period.

17

---

In the quarter ended June 30, 2008, our operating expenses of
$4,734,611decreased from $5,124,906 as compared to the same period in 2007. The
decrease is attributable to the one-off charges we had in the second quarter of
2007 related to the acquisition of DWM and the public listing ($2,560,000).

Personnel costs

The number of employees increased three fold for the quarterly
period ended June 30, 2008 compared to the three months ended June 30, 2007. As
a result, our personnel costs increased by 48% from $1,679,208 to $2,491,243.
66% of the total personnel costs incurred in the second quarter of 2008, or
$1,633,065, are related to a non-cash charge for our stock compensation and
stock option plan to obtain and retain qualified management.

Exploration costs

For the quarterly period ended June 30, 2008, we incurred
exploration costs of $1,026,399, as compared to no exploration costs for the
comparable period in 2007. $415,311 are related to our project in Albania, for
which we finalized the environmental report as well as hired GII for our seismic
work program ($232,800). In Chile, we spent $106,406, while the expenses for the
seismic work program in Tajikistan amounted to $494,682. For the second quarter
ended June 30, 2007, we had no exploration charges.

Consulting fees

For the quarterly period ended June 30, 2008, we paid
consulting fees in the amount of $385,952, of which $127,551 were based on stock
based and stock option based compensation, as compared to $224,368 for the
period ended June 30, 2007. This 72% increase is due to paying consulting fees
in order to set up our Mongolian business.

Administrative costs

Our administrative costs declined from $3,217,783 to $818,864
during the quarterly period ended June 30, 2008. The sharp decrease is a result
from the one-time compensation charges of $2,560,000 for acquisition of DWM and
public listing which took place in the second quarter of 2007. Compared to the
same period in 2007, we have higher audit and travelling costs.

Liquidity and Capital Resources

Our cash balance as of June 30, 2008 was $7,788,927, of which
$6,180,000 is restricted to finance the bank guarantee for the first phase of
our work program in Albania (covering the seismic and geological and geophysical
(G&G) costs in Albania), leaving a balance of $1,608,927. We are currently
in negotiations for an up to $80 million financing, which we expect to be
completed by the end of October 2008. In the meantime, we are in negotiations
for an immediate mezzanine tranche of bridge financing of up to $10 million, of
which $2 million are committed and a letter of intent was signed with a group
for over $4 million. We expect this mezzanine bridge financing would allow us to
fund our operations through to the planned financing. If we are not able to
raise the required funds we would consider farming-out projects in order to
reduce our financial commitments.

On April 30, 2008, the Company successfully negotiated a
mezzanine tranche of bridge financing and raised $4,000,000 through the issuance
of 4,000 debenture notes (Debentures) of $1,000 each and 1,000,000 detachable
warrants. Refer to Note 8 of Groups quarterly financial statements for further
information.

18

---

In order to continue to fund operations after the next six
months and implement the growth strategy through the further acquisition of new
licenses in particular in Central Asia and the Balkan Region as well as to
finance continuing operations, we will require further funds. We expect these
funds will be raised through additional equity and/or debt financing.

Our capital commitments are disclosed in our Annual Report on
form 10-KSB for the year ended December 31, 2007. There has been no material
change in these commitments.

Operating Activities

Net cash flow from operating activities of $4,479,575 for the
first six months of 2008 has increased from $1,937,027 in the comparable period.
This is mainly due to higher stock-based compensation expenses, which are for
consulting fees and employee incentive programs.

Investing Activities

Net cash flow from investing activities of $6,270,064 for the
first six months of 2008 has increased from $53,049 in the comparable period.
This is mainly due to moving cash of $6,180,000 to the bank guarantee, which now
is classified as restricted cash. The other items remain largely unchanged and
are not material.

Financing Activities

Net cash flow from financing activities of $3,818,366 for the
first six months of 2008 has decreased from $9,465,042 in the comparable period.
In the first half of 2007, the majority of the cash flows were related to the
issuance of shares of common stock and warrants in conjunction with the merger.
There has been no corresponding issuance of shares of common stock and warrants
in the current period. We have issued debentures of $3,760,000 and detachable
warrants with the debentures of $240,000.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Recent Developments

We are primarily focused on our operations in Albania, Kyrgyz
Republic, Tajikistan, and Chile. Furthermore, we are targeting the acquisition
of exploration blocks in Mongolia. Since the end of our most recent fiscal year,
various developments have affected these operations.

Albania

On July 31, 2007, we signed two Production Sharing Contracts
(PSC) with the Albanian National Agency of Natural Resources, and on December
13, 2007, the council of Ministers ratified the contracts. The contracts cover
approximately 766,000 acres (or approximately 3,100 km2) and set out
minimum work and expenditure requirements for three phases. If all three phases
under the contracts are completed, they will take seven years to complete and
will require a minimum expenditure of $15,620,000 for each set of blocks if we
complete all three phases. We have begun the first phase.

19

---

Since January 1, 2008, the following developments have taken
place in connection with our operations in Albania:

Geologists and Geophysicists of our team in Albania are
preparing a seismic program for 400 KM of 2-D linear seismic. The seismic lines
have been defined and mapped. An environmental study was performed and presented
in order to receive approval for the project from local authorities and from the
Ministry of Economy, Trade and Energy. External seismic crews have realized
field trips to all four blocks in order to prepare offers for the tender. A
contract for this project has been signed with the GII. A technical study
including resource estimates was made by an independent consultant. The
reprocessing of selected lines (800 KM) from previous seismic explorations was
finished. The digitized data are transferred into modern scripts and are loaded
to the geological software of the team. A number of field trips were realized to
optimize the construction of roads for the drilling trucks. Different technical
options and parameters for performing the seismic were evaluated.

Kyrgyz Republic

We have a 25% interest in South Petroleum JSC, which has five
licenses in Kyrgyz Republic that cover a total area of approximately 569,578
acres (or approximately 2,305 km2). We previously sold a 70% interest
in South Petroleum JSC to Santos International Holding Pty Ltd. As part of this
sale, Santos agreed to undertake a work program on these licenses in two phases,
the first of which has already begun. While we will not have to provide funds
for any costs for this first phase of this work program, we also do not
anticipate that this program will generate any revenues in the next twelve
months.

Seismic operations began on September 30 in the western part
  of Batken oblast. By the end of the year, 89.4 km had been acquired in the Tuzluk
  license. Towards the end of the year, severe winter weather had begun to hamper
  operations. This severe weather continued throughout January and into February
  and had a substantial impact on seismic operations. By March weather conditions
  had improved and a total of 64.3 km was acquired in March in SPC acreage compared
  to 30.3km in January (7.7km) and February( 22.5km) combined. Seismic acquisition
  in the Tuzluk license continued throughout April, May, and June and were completed
  towards the end of the second quarter 2008 with a total of 315.4 km having been
  acquired in the Tuzluk license (not including a 1.1km test line). During the
  quarter, 131.6km of seismic was acquired in the Tuzluk block. Seismic operations
  were finalized in the Tuzluk area at the end of June, and the crew began the
  process of moving to the Nanai permit area. A second vibrator crew is being
  mobilized and will begin operations in the Soh license in August /September.
  The operation was completed without incident and full clearances obtained from
  the relevant authorities. A small community project was undertaken and completed
  to provide equipment and materials for an upgrade to the local Arka school gymnasium
  and has helped to cement relationships with the local community

The following activities have progressed:

- Preliminary interpretation of the new seismic data has been initiated in
      the Adelaide office.
- In addition to the seismic program several initiatives have been undertaken
        in relation to the seismic program. These include data exchange agreements
        with neighboring licenses and the provision of funds to SNG (seismic
        contractors) for crew upgrades.

20

---

- The project team in Adelaide has been primarily engaged in technical review
  work to define prospects and leads.
- Consolidation of the database has been undertaken with data acquired in
  Bishkek transferred to the database in Adelaide. Reprocessing and scanning of
  Soviet era seismic data and digitizing of well logs have continued.
- The office in Bishkek has been involved in general office administration
  and management, building relationships with industry and government and
  resolving various local taxation issues

Since January 1, 2008, the following developments have taken
place in connection with South Petroleums operations in the Kyrgyz
Republic:

Seismic operations were initiated in the Tuzluk area on
September 30, 2007 and completed on June 27, 2008. The seismic crew base was
located in the village of Arka, near the Tajikistan border. The crew was engaged
in acquiring seismic over the Sulukta (Textonic) and Tuzluk (SPC) licenses and
in Somon Oil acreage across the border in Tajikistan.

Initial parameter testing was carried out and the subsequent
parameters adapted were agreed to correspond to USD/km rate of $6,970/km ( VAT
not included).

During the months of January, February and March 94.6kms were
acquired on seismic lines 8, 10, 11, 12, 13, 14, 15, 18 and19. Field stacks
indicated moderate data quality. During April, May and June, 131.6kms of seismic
were acquired in the Tuzluk license on lines 2, 4, 5, 6, 7, 18, 19, 20, 21, 22,
23, 24, 26, 32 and 33 Full processing trials are underway with some encouraging
results.

Operations were also conducted; starting in late December,
across the border into Tajikistan on the first of a number of seismic line
extensions with the aim of obtaining long receiver offset data to improve
imagery of the Tuzluk subthrust leads. Such data will be available to SPC
through a trade agreement with Somon Oil. A total of 123km were acquired in the
Somon Oil Block by the end of June.

No safety incidents were recorded. Land access proceeded
smoothly without incident. Planning for drilling is ongoing with the appointment
of a Drilling Manager, Alistair Chomley to the SPC Bishkek Office. A Drilling
HSE Manager has also been appointed to the SPC office together with support
staff.

Work has been underway to assess rig availability,
infrastructure, import and transport routes, import procedures, national and
local planning, and contractual requirements and preliminary location and access
scouting for the drilling of up to four deep wells in 2009.

Long lead items acquired for the deep drilling program are
currently under storage in Indonesia. Discussions are also underway with Caspian
Oil and Gas for a shallow drilling program of 2-4 wells in the Soh and Tuzluk
licenses. Caspian will use their 850HP rig in this operation. Discussions are
underway between SPC, and Caspian/Sherik to ensure the rig is operationally
ready for the planned program.

The likely commencement of a deep drilling program will not occur
  until the second quarter of 2009. Commencement of a shallow program may occur
  during the third quarter of 2008.

The following is a summary of the Adelaide Office activities
  until end of June 2008:

21

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A team from Santos Adelaide has been responsible for integrating
  the new data into prior data sets and generating new prospects and leads for
  future drilling. The following summarizes the work carried out;

Database

| | •                                            | On-going database assembly with:                                                                                                                                                                                                                                                                       
| | -------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                              |                                                                                                                                                                                                                                                                                                        
| |                                              | o                                                                                                                                                                                                                                                                                                      
| |                                              |                                                                                                                                                                                                                                                                                                        
| |                                              | o                                                                                                                                                                                                                                                                                                      
| |                                              |                                                                                                                                                                                                                                                                                                        
| |                                              | o                                                                                                                                                                                                                                                                                                      
| |                                              |                                                                                                                                                                                                                                                                                                        
| |                                              | o                                                                                                                                                                                                                                                                                                      
| |                                              |                                                                                                                                                                                                                                                                                                        
| |                                              | o                                                                                                                                                                                                                                                                                                      
| |                                              |                                                                                                                                                                                                                                                                                                        
| |                                              | o                                                                                                                                                                                                                                                                                                      
| |                                              |                                                                                                                                                                                                                                                                                                        
| | Seismic Reprocessing, Scanning & Acquisition
| |                                             
| | •                                            | Seismic reprocessing project is complete.                                                                                                                                                                                                                                                              
| |                                              |                                                                                                                                                                                                                                                                                                        
| | •                                            | Scanning seismic project by SNG is completed.                                                                                                                                                                                                                                                          
| |                                              |                                                                                                                                                                                                                                                                                                        
| | •                                            | All original hardcopy seismic were scanned in Australia
      by contractor New Wave to provide a further dataset, which is being utilized
      as a final quality check against the reprocessed and SNG scanning. This
      data set found to be more workable and has been used for current mapping
| |                                              |                                                                                                                                                                                                                                                                                                        
| | •                                            | Geophysical interpretation of digital seismic is
      proceeding                                                                                                                                                                                                                                      
| |                                              |                                                                                                                                                                                                                                                                                                        
| | Seismic Interpretation & Mapping            
| |                                             
| | •                                            | Seismic interpretation and mapping continued in each
      of the Tuzluk, Soh, West Soh, and Nanai permits.                                                                                                                                                                                            
| |                                              |                                                                                                                                                                                                                                                                                                        
| | •                                            | Mapping has been incorporated into plans for proposed
      new seismic acquisition, with minor adjustments being made to the location
      of lines in the 2D acquisition grid.                                                                                                                      
| |                                              |                                                                                                                                                                                                                                                                                                        
| | Geological & Geophysical work               
| |                                             
| | •                                            | Rock sample petrography and geochemistry reports
      completed.                                                                                                                                                                                                                                      
| |                                              |                                                                                                                                                                                                                                                                                                        
| | •                                            | Integration of well velocity data and wireline log
      data into seismic interpretation project                                                                                                                                                                                                      
| |                                              |                                                                                                                                                                                                                                                                                                        
| | •                                            | Geological well to well correlations                                                                                                                                                                                                                                                                   
| |                                              |                                                                                                                                                                                                                                                                                                        
| | •                                            | Thermal history modeling                                                                                                                                                                                                                                                                               

22

---

The following is a summary of the Bishkek Office activities
until the end of June 2008:

- Presentations have been made to the State Agency of Geology (New Director)
  outlining the progress made in relation to seismic acquisition.
- Discussions with the State Agency and others concerning the new Sub Soil
  laws and the proposed imposition of license fees continued and representations
  made through the IBC (International Business Council). These discussions are
  ongoing at the present time.
- General license administration and reporting continued during the quarter
  and half yearly reports were prepared.
- Digitizing of electric logs and maps continued during the period.
- Continued to build in-country relationships with industry and government.
- The Jalalabad office provided support to the seismic field operations and
  to drilling planning.

Tajikistan

On July 25, 2007, the Tajikistan government awarded our
subsidiary, CJSC Somon Oil Company (Somon), an exploration license in Novobod
Tajikistan covering approximately 303,198 acres (or approximately 1,227
km2). We anticipate the Tajikistan government granting Somon a North
Tajik license in the near future. We have a 90% equity interest in Somon with
the other 10% interest held by the Tajik company Anawak LLC.

We have entered into an Option Agreement with Santos. Under the
Option Agreement, Santos will pay an amount equivalent to the seismic
acquisition costs in the Tajik area (approximately USD1.3 million) in
consideration for an option to farm-in to Somon's prospecting licenses. If
Santos were to exercise its option to enter into a Farm In Agreement, Santos
would acquire a 70% interest from us in Somon in exchange for certain
expenditure commitments for the exploration and development of the licenses.

In connection with the option agreement, Somon has entered into
a seismic agreement with Saratovneftegeofizika (SNG) under which SNG is to carry
out approximately 110 km of 2-D seismic acquisition in Tajikistan. This
agreement underlies the option agreement and is designed to meet a condition set
by the Tajik authorities, whereby once work has commenced in the West licence,
an additional licence area, the North Tajik license, may be granted to
Somon.

Since January 1, 2008, the following developments have taken
place in connection with Somons operations in Tajikistan:

Starting in late December operations across the border into
Tajikistan were conducted on the first of a number of seismic line extensions
with the aim of obtaining long receiver offset data to improve imagery of the
Tuzluk subthrust leads. Such data will be available to SPC through a trade
agreement with Somon Oil.

23

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The performance of the seismic operation has improved in March
following the improvement in weather and the introduction of a drilling team
from SNG Tajikistan. Every effort has been made to improve crew efficiency, with
an objective of lifting production rates to an average of 4km/day target. In the
second quarter of 2008, a total of 107.88km of 2D seismic were acquired. A total
of 123km were acquired in the Somon Oil Block by the end of June. No safety
incidents were recorded. Land access proceeded smoothly without incident.

Chile

On November 21, 2007, IPR and Manas were awarded the onshore
Tranquilo Block by ENAP (Empresa Nacional del Petróleo-Chile) in the first
exploration round in Chile, this award was memorialized in a final document with
the Chilean Ministry during a ceremony chaired by the Chilean President Michele
Bachelet. The block, the largest among the 10 exploration blocks offered (6,760
km2) is situated in the Magallanes Basin in the southern part of Chile, with
high exploration potential acreage with fields and infrastructure nearby. We
anticipate the contract with the government of Chile to be finalized in the
coming months.

Since January 1, 2008, the following developments have taken
place in connection with our consortiums operations in Chile:

Manas and its partner, Independent Petroleum Resources (IPR),
who won a tender in the Magallanes Basin have been negotiating with the Chilean
Ministry the exploration and development contracts. The contract (CEOP) was
signed in an official ceremony on April 30th. Manas incorporated the Chilean
company Manas Energia Chile limitada which is holding the license.

On April 29, 2008, Manas and IPR entered into a farm-out
agreement with Geopark and Pluspetrol. Manas and IPR will each hold 20% of the
project and Geopark and Pluspetrol will each hold 30%. An application for the
transfer of the shares to the ministry will be made shortly after the
ratification of the Tranquillo block licenses. If this is approved, the
operatorship will be transferred from IPR to Geopark, who is already operating a
block in the Magallanes basin.

Geopark presented first operational activities to IPR,
Pluspetrol and Manas including a preliminary project plan for phase 1, results
of scouting with a seismic crew and geological interpretation of the
prospects.

One of the first activities of Geopark after the operatorship
will be officially transferred will be reprocessing and reinterpretation of
existing 1428km 2D seismic and evaluation of the existing wells to determine
future drilling prospects and possible production opportunities in 2009.

Mongolia

We had discussions with members of the Mongolian ministry
regarding a tender of several blocks in the South East of Mongolia. As the
Mongolian ministry made no decision regarding a tender, no geological or
geophysical work was done.

24

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|Item 3. | Quantitative and Qualitative Disclosure
      About Market Risk
|------- | ---------------------------------------------------------------

As we did not have to disclose quantitative and qualitative
information about our market risk as of and for our last fiscal year, this item
is not applicable to us at this time.

|Item 4. | Controls and Procedures.
|------- | ------------------------

As disclosed in Note 14 to our financial statements included in
this Amended Quarterly Report on Form 10-Q, we have revised the financial
statements for the quarter ended June 30, 2008. In accordance with accounting
principles generally accepted in the United States of America the Company should
have amortized the discount resulting from recording a beneficial conversion
feature of $557,989 arising upon the issuance of convertible debentures on April
30, 2008 over the two year term to the stated redemption date using the
effective interest rate method. However, in error the Company expensed the
entire beneficial conversion feature in the quarter ended June 30, 2008.

The identification of these errors arose as a part of our
annual financial statement audit.

In light of our determination that there were material
inaccuracies in the financial information for the quarter ended June 30, 2008
which were included in the original Quarterly Report for the quarter ended June
30, 2008, our principal executive officer and principal financial officer have
concluded that our disclosure controls and procedures were ineffective in design
and operation at the time of the original Quarterly Report for the quarter ended
June 30, 2008.

There have been no changes in our internal control over
financial reporting, that occurred during the quarter ended June 30, 2008 that
has materially affected, or is reasonably likely to materially affect, the
Companys internal control over financial reporting.

PART II

|Item 1. | Legal Proceedings
|------- | -----------------

None.

|Item 1A. | Risk Factors
|-------- | ------------

There have been no material changes to the risk factors
described in Part II, Item 1A "Risk Factors" included in the Form 10-Q for the
quarter ended March 31, 2008.

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

On April 30, 2008, we completed an issuance of debentures to
four investors in a principal amount of $4,000,000 and warrants to purchase
1,000,000 shares of our common stock. Upon certain events, the Debentures are
convertible into shares of our common stock at a non-fixed

25

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rate and the warrants are exercisable into 1,000,000 shares of
our common stock at $2.10 per share. The Debentures were issued to four non-US
person relying on the exemption from the registration requirements of the
Securities Act of 1933 provided by Regulation S under the Securities Act of
1933.

On June 2, 2008, we issued 43,741 shares to pay our interest on
the debenture issued on April 30, 2008 at a cost of $57,479. These shares were
issued to four non-US person relying on the exemption from the registration
requirements of the Securities Act of 1933 provided by Regulation S under the
Securities Act of 1933.

|Item 3. | Defaults Upon Senior Securities
|------- | -------------------------------

None.

|Item 4. | Submission of Matters to a Vote of Security
      Holders
|------- | ---------------------------------------------------------

None.

|Item 5. | Other Information
|------- | -----------------

None.

|Item 6.            | **Exhibits and Reports on Form 8-K**                                                                                              
|------------------ | ----------------------------------------------------------------------------------------------------------------------------------
|                   |                                                                                                                                   
|Exhibit
      31.1 | Certification
      Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                     
|Exhibit
      32.1 | Certification
      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002

26

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SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Manas Petroleum Corporation

*/s/
  Erik Herlyn*

|Name:  | Erik Herlyn                                                                                                                                                      
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|Title: | Chief Executive Officer, Interim Chief Financial Officer 
      (Principal Executive Officer, Principal Financial Officer and Principal
      Accounting Officer)
|Date:  | April 15, 2009                                                                                                                                                   

27

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