---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2009

or

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

For the transition period from _______________ to
_______________

Commission File Number: 333-107002

MANAS PETROLEUM
CORPORATION(Exact name of registrant as specified in its
charter)

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

Bahnhofstrasse 9, 6341 Baar, Switzerland(Address of principal executive offices) (zip code)

41 (44) 718 10 30(Registrants
telephone number, including area code)

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

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

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

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

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


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



---



ii

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date:
119,051,733 shares of common stock as of November 20, 2009.

---

iii

TABLE OF CONTENTS

|PART
      IFINANCIAL INFORMATION                                                                        | 1 
|--------------------------------------------------------------------------------------------------------- | --
|Item
      1. Financial Statements                                                                        | 1 
|Item
      2. Managements Discussion and Analysis of Financial Condition and Results
      of Operations | 22
|Item
      3. Quantitative and Qualitative Disclosures about Market Risk                                  | 31
|Item
      4T. Controls and Procedures                                                                    | 32
|PART
      IIOTHER INFORMATION                                                                           | 33
|Item
      1. Legal Proceedings                                                                           | 33
|Item
      2. Unregistered Sales of Equity Securities and Use of Proceeds                                 | 34
|Item
      3. Defaults upon Senior Securities                                                             | 34
|Item
      4. Submission of Matters to a Vote of Security Holders                                         | 34
|Item
      5. Other Information.                                                                          | 34
|Item
      6. Exhibits                                                                                    | 34
|SIGNATURES                                                                                                | 39

---

1

PART IFINANCIAL INFORMATION

Item 1. Financial Statements.

MANAS PETROLEUM CORPORATION (A DEVELOPMENT STAGE
COMPANY)CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED

CONDENSED CONSOLIDATED BALANCE SHEETS

|                                                                                |  | 09.30.2009  |   |  | 12.31.2008  |  
|------------------------------------------------------------------------------- |  | ----------- | - |  | ----------- | -
|                                                                                |  | USD         |   |  | USD         |  
|                                                                                |  |             |   |  |             |  
|ASSETS                                                                          |  |             |   |  |             |  
|                                                                                |  |             |   |  |             |  
|Cash and cash equivalents                                                       |  | 254'487     |   |  | 225'993     |  
|Restricted cash                                                                 |  | 3'019'459   |   |  | 7'951'784   |  
|Accounts receivable                                                             |  | 145'797     |   |  | 96'339      |  
|Prepaid expenses                                                                |  | 322'378     |   |  | 165'632     |  
|Total current assets                                                            |  | 3'742'121   |   |  | 8'439'748   |  
|                                                                                |  |             |   |  |             |  
|                                                                                |  |             |   |  |             |  
|Debt issuance costs                                                             |  | 157'041     |   |  | 254'311     |  
|Tangible fixed assets                                                           |  | 182'820     |   |  | 231'245     |  
|Investment in
      associate                                                   |  | 238'304     |   |  | 238'304     |  
|Total non-current assets                                                        |  | 578'165     |   |  | 723'860     |  
|                                                                                |  |             |   |  |             |  
|                                                                                |  |             |   |  |             |  
|TOTAL ASSETS                                                                    |  | 4'320'286   |   |  | 9'163'608   |  
|                                                                                |  |             |   |  |             |  
|                                                                                |  |             |   |  |             |  
|                                                                                |  |             |   |  |             |  
|LIABILITIES AND
      SHAREHOLDERS' DEFICIT                                     |  |             |   |  |             |  
|                                                                                |  |             |   |  |             |  
|Accounts payable                                                                |  | 1'075'578   |   |  | 1'047'315   |  
|Bank loan                                                                       |  | 1'300'000   |   |  | 1'220'000   |  
|Promissory notes to shareholders                                                |  | 540'646     |   |  | -           |  
|Contingently convertible loan                                                   |  | 1'845'111   |   |  | -           |  
|Debentures                                                                      |  | 3'775'149   |   |  | -           |  
|Warrant liability                                                               |  | 1'085'297   |   |  | -           |  
|Participation liabilities                                                       |  | 207'436     |   |  | -           |  
|Accrued expenses Exploration costs                                              |  | -           |   |  | 120'000     |  
|Accrued expenses Professional fees                                              |  | 61'795      |   |  | 259'129     |  
|Accrued expenses Interest                                                       |  | 272'370     |   |  | 98'678      |  
|Accrued expenses Commissions                                                    |  | -           |   |  | 70'000      |  
|Other accrued expenses                                                          |  | 27'590      |   |  | 122'066     |  
|Total current
      liabilities                                                 |  | 10'190'972  |   |  | 2'937'188   |  
|                                                                                |  |             |   |  |             |  
|Participation liabilities                                                       |  | -           |   |  | 640'000     |  
|Promissory notes to shareholders                                                |  | -           |   |  | 540'646     |  
|Contingently convertible loan                                                   |  |             |   |  | 1'739'178   |  
|Debentures                                                                      |  |             |   |  | 3'448'540   |  
|Other non-current
      liabilities                                             |  | 43'861      |   |  | 43'867      |  
|Total non-current liabilities                                                   |  | 43'861      |   |  | 6'412'231   |  
|                                                                                |  |             |   |  |             |  
|                                                                                |  |             |   |  |             |  
|TOTAL
      LIABILITIES                                                         |  | 10'234'833  |   |  | 9'349'419   |  
|                                                                                |  |             |   |  |             |  
|                                                                                |  |             |   |  |             |  
|Common stock (300,000,000 shares
      authorized, USD 0.001 par value,         |  |             |   |  |             |  
|119'051'733 and 119'051'733 shares, respectively, issued and
      outstanding) |  | 119'052     |   |  | 119'052     |  
|Additional paid-in capital                                                      |  | 47'877'562  |   |  | 43'852'378  |  
|Deficit accumulated during the development stage                                |  | (53'906'577 | ) |  | (44'200'563 | )
|Accumulated other comprehensive income /
      (loss)                           |  |             |   |  |             |  
|Currency
      translation adjustment                                           |  | (4'584      | ) |  | 43'322      |  
|Total shareholders' deficit                                                     |  | (5'914'547  | ) |  | (185'811    | )
|                                                                                |  |             |   |  |             |  
|TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                                     |  | 4'320'286   |   |  | 9'163'608   |  

---

2

MANAS PETROLEUM CORPORATION (A DEVELOPMENT STAGE
COMPANY)CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                                       |  | For the three months ended |   |  | For the nine months ended |      |  | Period from |  
|---------------------------------------------------------------------- |  | -------------------------- | - |  | ------------------------- | ---- |  | ----------- | -
|                                                                       |  |                            |   |  |                           |      |  |             |  
|                                                                       |  |                            |   |  |                           |      |  |             |  
|                                                                       |  | 09.30.2009                 |   |  | 09.30.2008                |      |  | 09.30.2009  |  
|                                                                       |  | USD                        |   |  | USD                       |      |  | USD         |  
|                                                                       |  |                            |   |  | (as restated)             |      |  |             |  
|OPERATING REVENUES                                                     |  |                            |   |  |                           |      |  |             |  
|                                                                       |  |                            |   |  |                           |      |  |             |  
|Other revenues                                                         |  | -                          |   |  | 42'122                    |      |  | -           |  
|Total revenues                                                         |  | -                          |   |  | 42'122                    |      |  | -           |  
|                                                                       |  |                            |   |  |                           |      |  |             |  
|                                                                       |  |                            |   |  |                           |      |  |             |  
|OPERATING EXPENSES                                                     |  |                            |   |  |                           |      |  |             |  
|                                                                       |  |                            |   |  |                           |      |  |             |  
|Personnel costs                                                        |  | (1'080'601                 | ) |  | (2'347'406                | )    |  | (4'596'455  | )
|Exploration costs                                                      |  | (539'468                   | ) |  | (2'788'817                | )    |  | (870'544    | )
|Depreciation                                                           |  | (14'780                    | ) |  | (14'872                   | )    |  | (76'839     | )
|Consulting fees                                                        |  | (208'182                   | ) |  | (268'719                  | ) 1) |  | (762'312    | )
|Administrative costs                                                   |  | (539'821                   | ) |  | (695'284                  | )    |  | (1'119'864  | )
|Total operating
      expenses                                         |  | (2'382'852                 | ) |  | (6'115'098                | )    |  | (7'426'013  | )
|                                                                       |  |                            |   |  |                           |      |  |             |  
|Gain from sale of investment                                           |  | -                          |   |  | -                         |      |  | -           |  
|Loss from sale of investment                                           |  | -                          |   |  | -                         |      |  | -           |  
|OPERATING LOSS                                                         |  | (2'382'852                 | ) |  | (6'072'976                | )    |  | (7'426'013  | )
|                                                                       |  |                            |   |  |                           |      |  |             |  
|                                                                       |  |                            |   |  |                           |      |  |             |  
|NON-OPERATING INCOME / (EXPENSE)                                       |  |                            |   |  |                           |      |  |             |  
|Exchange differences                                                   |  | 44'820                     |   |  | 816                       |      |  | 180'329     |  
|Changes in fair value of warrants                                      |  | 2'809'589                  |   |  | -                         |      |  | (10'592'637 | )
|Warrants issuance expense                                              |  | -                          |   |  | (9'439'775                | )    |  | -           |  
|Interest income                                                        |  | 28'310                     |   |  | 49'702                    |      |  | 75'122      |  
|Interest expense                                                       |  | (366'736                   | ) |  | (270'333                  | )    |  | (1'027'494  | )
|Income / (loss) before taxes and equity in net loss of
      associate |  | 133'130                    |   |  | (15'732'566               | )    |  | (18'790'693 | )
|                                                                       |  |                            |   |  |                           |      |  |             |  
|                                                                       |  |                            |   |  |                           |      |  |             |  
|Taxes                                                                  |  | (356                       | ) |  | (750                      | )    |  | (2'292      | )
|Equity in net loss of associate                                        |  | -                          |   |  | -                         |      |  | -           |  
|Net income / (loss)                                                    |  | 132'775                    |   |  | (15'733'316               | )    |  | (18'792'985 | )
|                                                                       |  |                            |   |  |                           |      |  |             |  
|Net income / (loss)
      attributable to non-controlling interest     |  | -                          |   |  | -                         |      |  | -           |  
|Net income / (loss) attributable to Manas                              |  | 132'775                    |   |  | (15'733'316               | )    |  | (18'792'985 | )
|                                                                       |  |                            |   |  |                           |      |  |             |  
|Weighted average number of outstanding shares (basic)                  |  | 119'051'733                |   |  | 114'700'557               |      |  | 119'051'733 |  
|Weighted average number
      of outstanding shares (diluted)          |  | 121'242'439                |   |  | 114'700'557               |      |  | 119'051'733 |  
|                                                                       |  |                            |   |  |                           |      |  |             |  
|Basic earnings
      / (loss) per share attributable to Manas          |  | 0.00                       |   |  | (0.14                     | )    |  | (0.16       | )
|Diluted earnings / (loss) per share attributable to Manas              |  | 0.00                       |   |  | (0.14                     | )    |  | (0.16       | )

1) Refer to Note 7

---

3

MANAS PETROLEUM CORPORATION (A DEVELOPMENT STAGE
COMPANY)CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

|                                                                          |  | For the nine months ended |   |  | Period from   |  
|------------------------------------------------------------------------- |  | ------------------------- | - |  | ------------- | -
|                                                                          |  |                           |   |  |               |  
|                                                                          |  |                           |   |  |               |  
|                                                                          |  | 09.30.2009                |   |  | 09.30.2008    |  
|                                                                          |  | USD                       |   |  | USD           |  
|                                                                          |  |                           |   |  | (as restated) |  
|OPERATING ACTIVITIES                                                      |  |                           |   |  |               |  
|                                                                          |  |                           |   |  |               |  
|Net loss for the period                                                   |  | (18'792'985               | ) |  | (25'625'435   | )
|                                                                          |  |                           |   |  |               |  
|                                                                          |  |                           |   |  |               |  
|To reconcile net loss to net cash used                                    |  |                           |   |  |               |  
|in operating activities                                                   |  |                           |   |  |               |  
|                                                                          |  |                           |   |  |               |  
|Gain from sale of investment                                              |  | -                         |   |  | -             |  
|Loss from sale of investment                                              |  | -                         |   |  | -             |  
|Equity in net loss of associate                                           |  | -                         |   |  | -             |  
|Depreciation                                                              |  | 76'839                    |   |  | 36'709        |  
|Amortization of debt issuance costs                                       |  | 97'270                    |   |  | 51'860        |  
|Warrant issuance expense
      / (income)                                 |  | 10'592'637                |   |  | 9'439'775     |  
|(Decrease) / increase in participation liabilities                        |  | (432'564                  | ) |  | -             |  
|Exchange differences                                                      |  | (180'329                  | ) |  | (60'373       | )
|Interest expense on contingently convertible loan                         |  | 105'933                   |   |  | 18'849        |  
|Interest expense on debentures                                            |  | 326'609                   |   |  | 153'149       |  
|Decrease / (increase) in receivables                                      |  | (206'204                  | ) |  | (64'615       | )
|(Decrease) / increase in accounts payables                                |  | 28'263                    |   |  | 1'673'141     |  
|(Decrease) / increase in accrued expenses                                 |  | (242'887                  | ) |  | (537'748      | )
|Change in pension liability                                               |  | -                         |   |  | -             |  
|Stock-based compensation                                                  |  | 3'604'815                 |   |  | 7'454'813 1   | )
|Cash flow from
      operating activities                                 |  | (5'022'604                | ) |  | (7'459'875    | )
|                                                                          |  |                           |   |  |               |  
|INVESTING ACTIVITIES                                                      |  |                           |   |  |               |  
|                                                                          |  |                           |   |  |               |  
|Purchase of tangible fixed assets and computer software                   |  | (28'414                   | ) |  | (130'160      | )
|Sale of tangible fixed assets and computer software                       |  | -                         |   |  | -             |  
|Proceeds from sale of investment                                          |  | -                         |   |  | -             |  
|Decrease / (increase) restricted cash                                     |  | 4'932'325                 |   |  | (9'115'000    | )
|Acquisition of investment
      in associate                              |  | -                         |   |  | -             |  
|Cash flow from investing activities                                       |  | 4'903'911                 |   |  | (9'245'160    | )
|                                                                          |  |                           |   |  |               |  
|FINANCING ACTIVITIES                                                      |  |                           |   |  |               |  
|                                                                          |  |                           |   |  |               |  
|Contribution share capital founders                                       |  | -                         |   |  | -             |  
|Issuance of units                                                         |  | -                         |   |  | 1'849'429     |  
|Issuance of contingently convertible loan                                 |  | -                         |   |  | 1'680'000     |  
|Issuance of debentures                                                    |  | -                         |   |  | 3'760'000     |  
|Issuance of promissory notes to shareholders                              |  | -                         |   |  | -             |  
|Issuance of warrants                                                      |  | -                         |   |  | 670'571       |  
|(Decrease) / increase in participation liabilities                        |  | -                         |   |  | 640'000       |  
|Cash arising on recapitalization                                          |  | -                         |   |  | -             |  
|Shareholder loan repaid                                                   |  | -                         |   |  | (39'329       | )
|Shareholder loan raised                                                   |  | -                         |   |  | -             |  
|Repayment of bank loan                                                    |  | (1'220'000                | ) |  | -             |  
|Increase in bank loan                                                     |  | 1'300'000                 |   |  | 1'220'000     |  
|Payment of debt issuance costs                                            |  | -                         |   |  | (279'910      | )
|(Decrease) / increase
      in bank overdraft                             |  | -                         |   |  | (2'305        | )
|Cash flows from financing activities                                      |  | 80'000                    |   |  | 9'498'456     |  
|                                                                          |  |                           |   |  |               |  
|                                                                          |  |                           |   |  |               |  
|Net change in cash
      and cash equivalents                             |  | (38'693                   | ) |  | (7'206'578    | )
|                                                                          |  |                           |   |  |               |  
|Cash and cash equivalents at the beginning of the period                  |  | 225'993                   |   |  | 8'480'771     |  
|Currency translation effect on cash and cash equivalents                  |  | 67'187                    |   |  | 67'870        |  
|Cash and cash equivalents
      at the end of the period                  |  | 254'487                   |   |  | 1'342'063     |  
|                                                                          |  |                           |   |  |               |  
|                                                                          |  |                           |   |  |               |  
|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                      |  | -                         |   |  | -             |  
|Debenture interest paid in common shares                                  |  | -                         |   |  | 57'449        |  

1) Refer to Note 7

---

4

MANAS PETROLEUM CORPORATION (A DEVELOPMENT STAGE
COMPANY)CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY /
(DEFICIT)

|SHAREHOLDERS' EQUITY /
      (DEFICIT)      | Number of Shares | Share Capital | Additional **paid-in
      capital** | Deficit accumulatedduring the development stage | **Accumulated** Other
      Compre- hensive Income(Loss) | Total share- **holders'
      equity**/ (deficit) | Compre- **hensive
      Income** (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                    | 2'895'245        | 2'895         | 9'787'978                            | -                                               | -                                                        | 9'790'874                                         | -                                      
|Private placement of Units, issued for cash | 4'000'000        | 4'000         | 1'845'429                            | -                                               | -                                                        | 1'849'429                                         | -                                      
|Issuance of warrants                        | -                | -             | 10'110'346                           | -                                               | -                                                        | 10'110'346                                        | -                                      
|Beneficial Conversion Feature               | -                | -             | 557'989                              | -                                               | -                                                        | 557'989                                           | -                                      
|Currency translation adjustment             | -                | -             | -                                    | -                                               | (13'212)                                                 | (13'212)                                          | (13'212)                               
|Net loss for the period                     | -                | -             | -                                    | (30'296'106)                                    | -                                                        | (30'296'106)                                      | (30'296'106)                           
|Balance December 31, 2008                   | 119'051'733      | 119'052       | 43'852'378                           | (44'200'563)                                    | 43'322                                                   | (185'811)                                         | (30'309'318)                           
|                                            |                  |               |                                      |                                                 |                                                          |                                                   |                                        
|                                            |                  |               |                                      |                                                 |                                                          |                                                   |                                        
|Balance January 1, 2009                     | 119'051'733      | 119'052       | 43'852'378                           | (44'200'563)                                    | 43'322                                                   | (185'811)                                         |                                        
|Adoption of EITF 07-05                      | -                | -             | (9'679'775)                          | 9'086'971                                       | -                                                        | (592'804)                                         | -                                      
|Reclassification warrants                   | -                | -             | 10'100'144                           | -                                               | -                                                        | 10'100'145                                        | -                                      
|Stock-based compensation                    | -                | -             | 3'604'815                            | -                                               | -                                                        | 3'604'815                                         | -                                      
|Currency translation adjustment             | -                | -             | -                                    | -                                               | (47'906)                                                 | (47'906)                                          | (47'906)                               
|Net loss for the period                     | -                | -             | -                                    | (18'792'985)                                    | -                                                        | (18'792'985)                                      | (18'792'985)                           
|Balance September 30, 2009                  | 119'051'733      | 119'052       | 47'877'562                           | (53'906'577)                                    | (4'584)                                                  | (5'914'547)                                       | (18'840'891)                           

---

5

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 nine months ended September 30, 2009
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-K for the year ended December 31, 2008.

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
(Kyrgyz Republic and subsidiary in 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.

2. GOING CONCERN

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 September
30, 2009 was $3,273,946, of which $3,019,459 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) and two
escrow accounts for the first phase of our work program in Mongolia (covering
the seismic and G&G costs in Mongolia), leaving a balance of $254,487. The
Groups net losses since inception until September 30, 2009 were $62,993,548.

---

6

These matters raise substantial doubt about the Groups ability
to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

On April 3, 2009, we successfully negotiated new work programs
for our exploration blocks A, B and D, E in Albania with the Albanian
authorities (AKBN), which allows us to reduce the bank guarantee, held as
restricted cash on our accounts on behalf of exploration work in Albania, by
$2,541,800 at our own disposal without any restrictions or limitations to these
funds after the release, which took place by April 23, 2009 following completion
of the procedural formalities. On April 4, 2009, we finalized negotiation for an
additional loan of $1,300,000, which will be secured by the remaining escrow
funds in Mongolia. On May 1, 2009, $1,000,000 of this loan was made available to
our company. On September 7, 2009 the remaining $300,000 of the loan of
$1,300,000 negotiated in Mongolia was made available to our Company.

Based on our expected monthly burn rate of $320,000 on basic
operational activities, we estimate that we have sufficient working capital to
fund operations for one month.

In order to continue to implement the geological work program
for our projects particularly 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. If we are not able to raise the required funds, we would consider
farming-out projects in order to reduce our financial commitments. If the
Company is unable to obtain such funding, or complete farming-out projects, the
Company will not be able to continue its business. Any additional equity
financing may be dilutive to shareholders, and debt financing, if available,
will increase expenses and may involve restrictive covenants. The Company will
be required to raise additional capital on terms which are uncertain, especially
under the current capital market conditions. Under these circumstances, if the
Company is unable to obtain capital or is required to raise it on undesirable
terms, it may have a material adverse effect on the Company's financial
condition.

Based on our business plan, in the next 12 months, we expect
  to obtain $3,275,000 from internal sources and to need additional funding from
  external sources of at least $5,200,000 to cover our annual burn rate and minimum
  commitments, but an additional $11,900,000 to proceed according to our business
  plan.

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 September 30, 2009 and
December 31, 2008 and for the three and nine months ended September 30, 2009 and
2008 and for the period from inception, May 25, 2004, to September 30, 2009 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-K for the year ended December 31, 2008.

---

7

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 September 30, 2009 and December 31,
2008, results of operations for the three and nine months ended September 30,
2009 and 2008 and for the period from inception, May 25, 2004, to September 30,
2009, cash flows for the nine months ended September 30, 2009 and 2008 and for
the period from inception, May 25, 2004, to September 30, 2009 and statement of
shareholders equity (deficit) for the period from inception, May 25, 2004, to
September 30, 2009, as applicable, have been made. The results of operations for
the three and nine months ended September 30, 2009 are not necessarily
indicative of the operating results for the full fiscal year or any future
periods.

Fair Value of Financial Instruments

The Companys financial instruments consist of cash and cash
equivalents, accounts receivable, accounts payable, bank loan, warrant
liability, contingently convertible loan, debentures and promissory notes to
shareholders. The fair value of these financial instruments approximate their
carrying value due to the short maturities of these instruments, unless
otherwise noted.

Valuation of Freestanding Warrants

FASB ASC 815 (Prior authoritative literature:FAS
133, "Accounting for Derivative Instruments and Hedging Activities")
requires measurement of free standing warrants classified as liability at fair
value. In determining the appropriate fair value, the Company used a Black
Scholes model. These warrants are adjusted to reflect fair value at each period
end, with any increase or decrease in the fair value being recorded in results
of operations as change in fair value of warrants.

Non-current liabilities

Non-current liabilities include all known liabilities as per
year end, which can reliably be quantified with a due date of at least one year
after the date of the balance sheet. Non-current liabilities are initially
recorded at fair value and are subsequently carried at amortized cost.

4. RECENT ACCOUNTING PRONOUNCEMENTS

In June 2009, the FASB issued FASB ASC 105-10-65 (prior
authoritative literature: SFAS No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principlesa
replacement of FASB Statement No. 162). On the effective date of this
standard, FASB Accounting Standards Codification (ASC) will become the
source of authoritative U.S. accounting and reporting standards for
nongovernmental entities, in addition to guidance issued by the Securities and
Exchange Commission (SEC). FASB ASC significantly changes the way financial
statement preparers, auditors, and academics perform accounting research but is
not intended to change GAAP. This statement is effective for financial
statements issued for interim and annual periods ending after September 15,
2009. FASB ASC 105-10-65 was adopted by Company as of July 1, 2009 and the
principal impact on our financial statements is limited to disclosures as all
future references to authoritative accounting literature will be referenced in
accordance with the Codification. In order to ease the transition to the
Codification, the Company is providing the Codification cross-reference
alongside the references to the standards issued and adopted prior to the
adoption of the Codification.

In December 2007, the FASB issued FASB ASC 805 (prior
authoritative literature: SFAS No. 141(R),Business Combinations). FASB ASC 805
requires all business combinations completed after the effective date to be
accounted for by applying the acquisition method (previously referred to as
the

---

8

purchase method). Companies applying this method will have to
identify the acquirer, determine the acquisition date and purchase price and
recognize at their acquisition date fair values of the identifiable assets
acquired, liabilities assumed, and any non-controlling interests in the
acquirer. In the case of a bargain purchase the acquirer is required to
reevaluate the measurements of the recognized assets and liabilities at the
acquisition date and recognize a gain on that date if an excess remains. FASB
ASC 805 becomes effective for fiscal periods beginning after December 15, 2008.
This statement did not have an effect on the Company's financial statements.

In February 2008, the FASB issued FASB ASC 820-10-65 (prior authoritative
  literature: Staff Position (FSP) FAS 157-2), Effective Date of FASB Statement
  No. 157, which defers the implementation for the non-recurring financial assets
  and liabilities from fiscal years beginning after November 15, 2007 to fiscal
  years beginning after November 15, 2008. The provisions of SFAS 157 will be
  applied prospectively. The statement provisions effective as of January 1, 2008,
  do not have a material effect on the Companys financial position and results
  of operations. The adoption as of January 1, 2009 of the remaining provisions
  did not have a material effect on the Companys financial position and
  results of operations.

In April 2009, the FASB issued FASB ASC 820-10-65 (prior authoritative
  literature: Staff Position (FSP) FAS 157-4), which is effective for interim
  or annual reporting ending after June 15, 2009 and shall be applied prospectively.
  This FSP provides additional guidance for estimating fair value in accordance
  with FASB Statement No. 157,Fair Value Measurements , when the volume
  and level of activity for the asset or liability have significantly decreased.
  This FSP also includes guidance on identifying circumstances that indicate a
  transaction is not orderly. The adoption did not have an impact on the Companys
  financial statements.

In August 2009, FASB issued FASB ASC 820-10 (ASU No. 2009-05
which amends Fair Value Measurements and Disclosures  Overall) to provide
guidance on the fair value measurement of liabilities. This update requires
clarification for circumstances in which a quoted price in an active market for
the identical liability is not available, a reporting entity is required to
measure fair value using one or more of the following techniques: 1) a valuation
technique that uses either the quoted price of the identical liability when
traded as an asset or quoted prices for similar liabilities or similar
liabilities when traded as an asset; or 2) another valuation technique that is
consistent with the principles in FASB ASC 820 such as the income and market
approach to valuation. The amendments in this update also clarify that when
estimating the fair value of a liability, a reporting entity is not required to
include a separate input or adjustment to other inputs relating to the existence
of a restriction that prevents the transfer of the liability. This update
further clarifies that if the fair value of a liability is determined by
reference to a quoted price in an active market for an identical liability, that
price would be considered a Level 1 measurement in the fair value hierarchy.
Similarly, if the identical liability has a quoted price when traded as an asset
in an active market, it is also a Level 1 fair value measurement if no
adjustments to the quoted price of the asset are required. This update is
effective for our fourth quarter 2009.

In December 2007, the FASB issued FASB ASC 810-10-65 (prior
authoritative literature: FAS No. 160, Non-controlling Interests in Financial
Statementsan amendment of ARB No. 51 (SFAS 160)). FASB ASC 810-10-65 requires
that a non-controlling interest in a subsidiary be reported as equity and the
amount of net income specifically attributable to the non-controlling interest
be identified in the financial statements. It also calls for consistency in the
manner of reporting changes in the parents ownership interest and requires fair
value measurement of any non-controlling equity investment retained in a
deconsolidation. FASB ASC 810-10-65 was adopted by the Company effective January
1, 2009 and did not have a significant effect on the Companys financial
statements.

In March 2008, the FASB issued FASB ASC 815-10-50 (prior
authoritative literature: SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133"
(SFAS 161)). FASB ASC 815-10-50 amends and expands the disclosure requirements
of

---

9

FASB ASC 815 (prior authoritative literature SFAS 133,
"Accounting for Derivative Instruments and Hedging Activities" (SFAS 133)), by
requiring enhanced disclosures about how and why an entity uses derivative
instruments, how derivative instruments and related hedged items are accounted
for under FASB ASC 815 and its related interpretations, and how derivative
instruments and related hedged items affect an entity's financial position,
financial performance, and cash flows. FASB ASC 815-10-50 requires qualitative
disclosures about objectives and strategies for using derivatives, quantitative
disclosures about fair value amounts of, and gains and losses on, derivative
instruments, and disclosures about credit-risk-related contingent features in
derivative agreements. FASB ASC 815-10-50 was adopted by the Company as of
January 1, 2009, and did not have an impact on the Companys results of
operations, cash flows or financial positions. However, the Company was required
to expand its disclosures around the use of and purpose for its derivative
instruments, which are discussed below:

The Companys risk management objectives are to ensure that
business and financial exposures to risk that have been identified and measured
are minimized using the most effective and efficient methods to reduce, transfer
and, when possible, eliminate such exposures. Operating decisions contemplate
associated risks and management strives to structure proposed transactions to
avoid or reduce risk whenever possible. FASB ASC 815 (prior authoritative
literature SFAS No. 133) requires companies to recognize all derivative
instruments as either assets or liabilities at fair value in the statement of
financial position. In accordance with FASB ASC 815, the Company determined that
10,376,858 of the warrants outstanding at September 30, 2009 are not considered
indexed to the Company's own stock under FASB ASC 815-40 (prior authoritative
literature EITF 07-05), as the respective agreements include reset features. As
such, the Company determined these warrants to be under the scope of FASB ASC
815. The fair value of the warrants subject to FASB ASC 815-40, and therefore
under the scope of FASB ASC 815, are adjusted to fair market value at the end of
each reporting period. Refer to Note 9 for further information.

In April 2008, the FASB issued FASB ASC 815-40 (prior
authoritative literature Emerging Issues Task Force (EITF) 07-05, "Determining
whether an Instrument (or Embedded Feature) Is Indexed to an Entitys Own
Stock"). FASB ASC 815-40 provides guidance on determining what types of
instruments or embedded features in an instrument held by a reporting entity can
be considered indexed to its own stock for the purpose of evaluating the first
criteria of the scope exception in paragraph 11(a) of SFAS 133. FASB ASC 815-40
is effective for financial statements issued for fiscal years beginning after
December 15, 2008 (our fiscal year 2009). We adopted FASB ASC 815-40 as of
January 1, 2009 and upon adoption, we reclassified $592,804, comprising of an
adjustment of $(9,679,775) to additional paid in capital and $9,086,971 to
deficit accumulated during the development stage, from stockholders equity to a
short-term liability. Additionally, the fair value of the warrants subject to
FASB ASC 815-40 is adjusted to fair market value at the end of each reporting
period. The impact of the adoption on net loss and on loss per share for the
nine months period ended September 30, 2009 was $10,592,636 and $0.09
respectively.

In May 2008 the FASB issued FASB ASC 470-20-25 (prior
authoritative literature FSP APB 14-1, "Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement)," which alters the accounting for Convertible Debentures. FASB
ASC 470-20-25 requires issuers to account for convertible debt securities that
allow for either mandatory or optional cash settlement (including partial cash
settlement) by separating the liability and equity components in a manner that
reflects the issuers nonconvertible debt borrowing rate at the time of issuance
and requires recognition of additional (non-cash) interest expense in subsequent
periods based on the nonconvertible rate. Additionally, FASB ASC 470-20-25
requires that when such debt instruments are repaid or converted any
consideration transferred at settlement is to be allocated between the
extinguishment of the

---

10

liability component and the reacquisition of the equity
component. FASB ASC 470-20-25 is effective for the Companys fiscal year
beginning January 1, 2009, and has been applied retrospectively, as required.
The adoption of this pronouncement did not have an impact on the Company's
results of operations or financial positions.

In November 2008, FASB ASC 323-10-65 was issued (prior
authoritative literature EITF 08-06, Equity Method Investment Accounting
Considerations. FASB ASC 323-10-65 addresses the impact that FASB ASC 805
(prior authoritative literature SFAS 141(R)) and FASB ASC 810-10-65 (prior
authoritative literature SFAS 160) might have on the accounting for equity
method investments including how the initial carrying value of an equity method
investment should be determined, how it should be tested for impairment and how
changes in classification from equity method to cost method should be treated.
FASB ASC 323-10-65 is to be implemented prospectively and is effective for
fiscal years beginning after December 15, 2008. The adoption of FASB ASC
323-10-65 did not have a significant impact on the Companys results of
operations or financial positions.

In April 2009, the FASB issued FASB ASC 320-10-65 (prior
authoritative literature FSP Financial Accounting Standards (FAS) 115-2 and
FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments.)
FASB issued FASB ASC 320-10-65 changes existing guidance for determining whether
an impairment of debt securities is other-than-temporary. FASB issued FASB ASC
320-10-65 requires other-than-temporary impairments to be separated into the
amount representing the decrease in cash flows expected to be collected from a
security (referred to as credit losses) which is recognized in earnings and the
amount related to other factors (referred to as noncredit losses) which is
recognized in other comprehensive income. This noncredit loss component of the
impairment may only be classified in other comprehensive income if both of the
following conditions are met (a) the holder of the security concludes that it
does not intend to sell the security and (b) the holder concludes that it is
more likely than not that the holder will not be required to sell the security
before the security recovers its value. If these conditions are not met, the
noncredit loss must also be recognized in earnings. When adopting FASB ASC
320-10-65, an entity is required to record a cumulative effect adjustment as of
the beginning of the period of adoption to reclassify the noncredit component of
a previously recognized other-than-temporary impairment from retained earnings
to accumulated other comprehensive income. FASB ASC 320-10-65 is effective for
interim and annual periods ending after June 15, 2009. The adoption of this
pronouncement did not have an impact on the Company's results of operations or
financial positions.

In May 2009, the FASB issued Statement of FASB ASC 855 (prior
  authoritative literature: FAS No. 165, Subsequent Events,) which
  establishes general standards of accounting for and disclosure of events that
  occur after the balance sheet date but before the financial statements are issued
  or are available to be issued. FASB ASC 855 provides guidance on the period
  after the balance sheet date during which management of a reporting entity should
  evaluate events or transactions that may occur for potential recognition or
  disclosure in the financial statements, the circumstances under which an entity
  should recognize events or transactions occurring after the balance sheet date
  in its financial statements and the disclosures that an entity should make about
  events or transactions that occurred after the balance sheet date. The Company
  adopted FASB ASC 855 during the second quarter of 2009, and its application
  had no impact on the Companys condensed consolidated financial statements.
  The Company evaluated subsequent events through the date the accompanying financial
  statements were issued, which was November 23, 2009.

In June 2009, the FASB issued FASB ASC 810-10 (prior
authoritative literature SFAS No. 167, Amendments to FASB Interpretation
(FIN) No. 46(R),) which changes how a reporting entity determines when an
entity that is insufficiently capitalized or is not controlled through voting
(or similar rights) should be consolidated. The determination of whether a
reporting entity is required to consolidate

---

11

another entity is based on, among other things, the other
entitys purpose and design and the reporting entitys ability to direct the
activities of the other entity that most significantly impact the other entitys
economic performance. FASB ASC 810-10 will require a reporting entity to provide
additional disclosures about its involvement with variable interest entities and
any significant changes in risk exposure due to that involvement. A reporting
entity will be required to disclose how its involvement with a variable interest
entity affects the reporting entitys financial statements. FASB ASC 810-10 is
effective for fiscal years beginning after November 15, 2009, and interim
periods within those fiscal years. Management is currently evaluating the
requirements of FASB ASC 810-10 and has not yet determined the impact on the
Companys condensed consolidated financial statements.

5. CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

USD (heldUSD (held
    
    
    USD (held
    
    
    USD (held
    
    
    in other
    
    
      USD TOTAL
    
    
      USD TOTALin
      USD)
    
    
    in
      EUR)
    
    
    in
      CHF)
    
    
    currencies)
    
    
      Sept 30, 2009
    
    
      Dec
        31, 2008Bank and postal accounts
    
    198'456
    
    
    2'372
    
    
    51'066
    
    
    2'593
    
    
      254'487
    
    
      225'993Cash and Cash
      Equivalents
    
    198'456
    
    
    2'372
    
    
    51'066
    
    
    2'593
    
    
      254'487
    
    
      225'993


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.

On January 22, 2009, the restricted cash in Mongolia was
reduced from $4,000,000 to $2,000,000 in agreement with the Mongolian
authorities.

On April 3, 2009, we successfully negotiated new work programs
for our exploration blocks A, B and D, E in Albania with the Albanian
authorities (AKBN), which allows us to reduce the bank guarantee, held as
restricted cash on our accounts on behalf of exploration work in Albania, by
$2,541,800 at our own disposal without any restrictions or limitations to these
funds after the release, which took place by April 23, 2009 following completion
of the procedural formalities.

|6. TANGIBLE FIXED ASSETS                    |  |                  |   |  |          |   |  |              |   |  |         |  
|------------------------------------------- |  | ---------------- | - |  | -------- | - |  | ------------ | - |  | ------- | -
|                                            |  |                  |   |  |          |   |  |              |   |  |         |  
|2009                                        |  | Office Equipment |   |  | Vehicles |   |  | Leasehold    |   |  | Total   |  
|                                            |  | & Furniture      |   |  |          |   |  | Improvements |   |  |         |  
|                                            |  | USD              |   |  | USD      |   |  | USD          |   |  | USD     |  
|Cost at January 1                           |  | 129'563          |   |  | 127'379  |   |  | 47'375       |   |  | 304'317 |  
|Additions                                   |  | 2'743            |   |  | 54'171   |   |  | -            |   |  | 56'914  |  
|Sales                                       |  | -                |   |  | (89'500  | ) |  | -            |   |  | (89'500 | )
|Cost at
      September 30                  |  | 132'305          |   |  | 92'050   |   |  | 47'375       |   |  | 271'731 |  
|                                            |  |                  |   |  |          |   |  |              |   |  |         |  
|Accumulated
      depreciation at January 1 |  | (36'554          | ) |  | (26'400  | ) |  | (10'117      | ) |  | (73'072 | )
|Depreciation                                |  | (23'288          | ) |  | (46'443  | ) |  | (7'107       | ) |  | (76'839 | )
|Sales                                       |  | -                |   |  | 61'000   |   |  | -            |   |  | 61'000  |  
|Accumulated depreciation at September 30    |  | (59'843          | ) |  | (11'843  | ) |  | (17'224      | ) |  | (88'911 | )
|                                            |  |                  |   |  |          |   |  |              |   |  |         |  
|Net book value at September 30              |  | 72'463           |   |  | 80'207   |   |  | 30'151       |   |  | 182'820 |  

Depreciation expense for the nine months period ended September
30, 2009 and 2008 were $76,839 and $36,709, respectively. Depreciation expense
for the three months period ended September 30, 2009 and 2008 were $14,780 and
$14,872, respectively.

---

12

7. STOCK COMPENSATION PROGRAM

On May 1, 2007 the Board of Directors approved the granting of
stock options according to a Nonqualified Stock Option Plan. This stock option
plan has the purpose (a) to ensure the retention of the services of existing
executive personnel, key employees, and Directors of the Company or its
affiliates; (b) to attract and retain competent new executive personnel, key
employees, consultants and Directors; (c) to provide incentive to all such
personnel, employees, consultants and Directors to devote their utmost effort
and skill to the advancement and betterment of the Company, by permitting them
to participate in the ownership of the Company and thereby in the success and
increased value of the Company; and (d) allowing vendors, service providers,
consultants, business associates, strategic partners, and others, with or that
the Board of Directors anticipates will have an important business relationship
with the Company or its affiliates, the opportunity to participate in the
ownership of the Company and thereby to have an interest in the success and
increased value of the Company.

This plan constitutes a single omnibus plan, the Nonqualified
Stock Option Plan (NQSO Plan) which provides grants of nonqualified stock
options (NQSOs). The maximum number of shares of common stock that may be
purchased under the plan is 20,000,000.

The fair value of all of the options was determined using the
Black-Scholes option pricing model applying the weighted average assumptions
noted in the following table.

|                         |  | Nine
      months period ended |  |  | Three
      months period ended | 
|------------------------ |  | ------------------------------ |  |  | ------------------------------- | 
|                         |  | September 30,                  |  |  | September 30,                   | 
|                         |  | 2009                           |  |  | 2008                            | 
|Expected dividend yield  |  | 0%                             |  |  | 0%                              | 
|Expected volatility      |  | 87%                            |  |  | 50%                             | 
|Risk-free interest rate  |  | 1.463%                         |  |  | 4.851%                          | 
|Expected term (in years) |  | 3.1                            |  |  | 6                               | 

* No options have been granted during the three months period
ended September 30, 2008

The expected volatility is based on a peer group of companies
in a similar or the same industry, and with whom the Company is of a comparable
size and life cycle stage, for a period equal to the expected term of the
options. During the nine months ended September 30, 2009 and 2008, the weighted
average fair value of options granted was $0.16 and $1.13 at the grant date,
respectively.

The following table summarizes the Company's stock option
activity for the nine months ended September 30, 2009:

Weighted-Weighted-
    
    
    averageaverage
    
    
    remaining
    
    
    AggregateShares under
    
    
    exercise
    
    
    **contractual**
    
    
    intrinsicOptions
    
    option
    
    
    price
    
    
    term
    
    
    valueOutstanding atDecember 31, 2008
    
    11'650'000
    
    
    4.00Granted
    
    5'400'000
    
    
    0.35Exercised
    
    -Forfeited or expired
    
    (4'575'396
    )
    
    3.59Outstanding atSeptember 30, 2009
    
    12'474'604
    
    
    2.54
    
    
    5.78
    
    
    748'000Exercisable atSeptember 30, 2009
    
    6'790'671
    
    
    2.34
    
    
    4.56
    
    
    105'487


---

13

For the nine months period ended September 30, 2009 and 2008,
the Company recorded a total charge of $3,604,815 and $7,454,813 respectively,
with respect to equity awards granted under the stock compensation and stock
option plans. For the nine months period ended September 30, 2009 $3,532,685 and
$72,130 were recorded in personnel costs and consulting fees respectively.
During the comparable period 2008 the stock based compensation expenses of
$5,228,858 and $2,225,955 were recorded in personnel costs and consulting fees
respectively.

For the three months period ended September 30, 2009 the
Company recorded a total charge of $824,167 with respect to equity awards
granted under the stock compensation and stock option plans, of which $804,310
was recorded in personnel expense and $19,857 in consulting fees. During the
comparable period 2008 the stock based compensation expenses to employees of
$1,633,064 were recorded in personnel costs and the stock based compensation
expenses to consultants positively affected consulting fees by $24,498.

Due to the termination of the consulting agreements with Neil
Maedel and Alexander Becker, their non-vested options were forfeited upon the
termination of their consulting agreements and their vested options remained
exercisable for 90 days after the termination and expired October 8, 2009.

On August 10, 2009, we granted stock options to a director,
500,000 at $0.68 per share of common stock until November 21, 2018, and 500,000
stock options exercisable at $0.79 per share of common stock until November 21,
2018, vesting in 12 installments.

A summary of the status of the Companys non-vested shares as
of September 30, 2009 and changes during the period is presented below:

Weighted-averageShares under
      
      
      grant dateNonvested options
    
      option
      
      
      fair valueNonvested at December 31, 2008
    
    5'506'548
    
    
    1.79Granted
    
    5'400'000
    
    
    0.16Vested
    
    (2'507'160
    )
    
    1.42Forfeited
    
    (2'715'455
    )
    
    1.71Nonvested at September 30,
      2009
    
    5'683'933
    
    
    0.44


As of September 30, 2009, there was $2,698,087 of total
unrecognized compensation cost related to non-vested share-based compensation
arrangements granted under the Plans. That cost is expected to be recognized
over a weighted-average period of 1.33 years.

During prior periods stock options for consultants have been
accounted for under FASB ASC 718 (Prior authoritative literature:SFAS
No. 123 (revised 2004), Share-Based Payment (SFAS 123R)) and expensed
the fair value of the stock options at grant date over the vesting period.
During the preparation of the financial statements for the three months ended
March 31, 2009, the Company determined that it should have accounted for stock
options granted to consultants under FASB ASC 718 and FASB ASC 505-50 (Prior
authoritative literature:EITF No. 96-18, Accounting for Equity
Investments That Are Issued to Other Than Employees for Acquiring or in
Conjunction with Selling Goods and Services). As such, the fair value of
such options is periodically re-measured during the vesting period using the
Black-Scholes option-pricing model and expense is recognized over the service /
vesting period.

Based on the Company's analysis in accordance with FASB ASC 250
  (Prior authoritative literature:SFAS No. 154"Accounting for Changes
  and Errors" (SFAS 154")) and FASB ASC 250-10 (Prior

---

14

authoritative literature:SAB No. 108Staff
Accounting Bulletin No. 108 ("SAB 108")) it was determined that the error
was immaterial to prior periods. However, the adjustments were recorded in the
prior period Statement of Operations and amounted to a reduction of consulting
expense of $152,050 and $657,480 for the three and nine months periods ended
September 30, 2008, respectively. There was no impact on Earnings per Share for
the two corresponding periods. The cash flow statement was adjusted for this
error accordingly.

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 and will expire on April 30, 2010. The net
proceeds after paying a finders fee were $3,790,000. The Debentures bear an
interest of 8% per annum 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. The conversion price of 2,000 of the Debentures is 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.

For the nine months ended September 30, 2009 and September 30,
2008 we have accreted the Debentures for the discount, including the beneficial
conversion feature of $326,609 and $153,149, respectively. For the three months
period ending September 30 2009 and September 30, 2008, we have accreted
$108,801 and $112,657, respectively. At September 30, 2009 and December 31,
2008, the unamortized debt discount relating the debenture amounted to $224,852
and $551,460, respectively.

9. WARRANTS

In April 2008, the FASB issued FASB ASC 815-40 (Prior
authoritative literature:Emerging Issues Task Force (EITF) 07-05,
Determining whether an Instrument (or Embedded Feature) Is Indexed to an
Entitys Own Stock (EITF 07-05)). FASB ASC 815-40 provides guidance on
determining what types of instruments or embedded features in an instrument held
by a reporting entity can be considered indexed to its own stock for the purpose
of evaluating the first criteria of the scope exception in FASB ASC 815-10-15-74
(Prior authoritative literature: SFAS 133, paragraph 11(a)). FASB ASC
815-40 is effective for

---

15

financial statements issued for fiscal years beginning after
December 15, 2008 (our fiscal year 2009). We adopted FASB ASC 815-40 on the
first day of our fiscal year 2009. Based on our analysis we determined that
69,966,707 out of the 73,966,707 warrants outstanding are not considered indexed
to the Companys own stock under FASB ASC 815-40 as the respective agreements
include reset features. Hence, we reclassified $592,804, comprising of an
adjustment of $(9,679,775) to additional paid in capital and $9,086,971 to
deficit accumulated during the development stage, from stockholders equity to a
short-term liability upon adoption. Additionally, the fair value of the warrants
subject to FASB ASC 815-40 are adjusted to fair market value at the end of each
reporting period. The impact of the adoption on net loss and on basic and
diluted loss per share for the nine months ended September 30, 2009 was
$10,592,636, and $0.09 respectively while net loss and basic and diluted loss
per share for the three months ended September 30, 2009 were positively affected
by $2,809,589 and $0.02 respectively.

On April 10, 2009 17,526,881 Warrants from the Warrant A Equity
Series granted on April 10, 2007 expired unexercised.

On May 14, 2009 we asked each holder of the Warrants that had a
price protection clause to agree to amend their Warrants to delete the price
protection clause. As and when any of the holders of these Warrants agree to the
proposed amendment, we will provide them with an amended Warrant certificate
that shows the price protection clause as having been deleted. As of September
30, 2009, the following Warrant agreements have been amended and, in accordance
with FASB ASC 815-40, needed to be reclassified as stockholders equity:

# of
    
    
    
    
    
      
    
    
      
    
    
      Fair value at date ofWarrant series
    
    Warrants
    
    
    Strike
      price
    
    
      Grant date
    
    
      Expiry
        date
    
    
      reclassificationWarrant B Equity PP1
    
    26'524'361
    
    
    0.59
    
    
      April 10, 2007
    
    
      April 10, 2010
    
    $
      7'498'264.00Warrant Equity PP2
      31-07-2007
    
    3'315'550
    
    
    0.59
    
    
      July 31, 2007
    
    
      July
        31, 2009
    
    $
      199'582.00
    *Brokerage Warrant PP # 1
    
    5'812'248
    
    
    0.59
    
    
      April 10, 2007
    
    
      April 10, 2010
    
    $
      1'918'805.00Brokerage Warrant
      PP # 2
    
    139'958
    
    
    0.59
    
    
      July 31, 2007
    
    
      July
        31, 2009
    
    $
      6'810.00
    *Debenture Warrants
    
    889'831
    
    
    0.59
    
    
      April 30, 2008
    
    
      April 30, 2010
    
    $
      476'684.00Total
    
    
    
    
    
    
    
      
    
    
      
    
    
      10'100'145


* expired unexercised July 31, 2009

On July 31, 2009 7,692,798 Warrants from the Warrant Equity PP2
Series granted on July 31, 2007 expired unexercised.

On July 31, 2009 253,899 Warrants from the Brokerage Warrant
PP2 Series granted on July 31, 2007 expired unexercised.

As of September 30, 2009 and December 31, 2008, the Company had
a total of 48,493,129 and 73,966,707 warrants outstanding to purchase common
stock, respectively. Each warrant entitles the holder to purchase one share of
the Companys common stock. The Company has enough shares of common stock
authorized in the event that these warrants are exercised.

10. BANK LOAN

On January 22, 2009, the restricted cash in Mongolia was
reduced from $4,000,000 to $2,000,000 in agreement with the Mongolian
authorities. The Group immediately paid back its bank loan of $1,220,000 and
accumulated interest of $34,248 relating to a loan agreement with a group of
investors that was signed on September 21, 2008.

---

16

On April 24, 2009, we finalized negotiation for an additional
loan of $1,300,000, which will be secured by the remaining escrow funds in
Mongolia. The basic terms negotiated include a 10.8 percent per annum interest,
which is netted with the interest accrued on the escrow agreement in Mongolia,
and a repayment date of April 24, 2010. On May 1, 2009, $1,000,000 of this loan
was made available to our Company. The remaining $300,000 were wired on
September 7, 2009, are to be paid back within 12 months and with an interest of
12%. The funds obtained will be used for financing the oil exploration carried
out in Mongolia.

11. CONTINGENTLY CONVERTIBLE LOAN

On August 18, 2008, the Company issued contingently convertible
loans (the Loans) with a principal amount of $2,000,000 and disposed of 8% of
its interest in its operations in Mongolia related to Blocks 13 and 14 for
aggregate proceeds of $2,000,000. The net proceeds after paying finders fee were
$1,860,000. The Company is responsible for the Loan holders share of the
exploration costs attributable to Blocks 13 and 14 through phases 1, 2 and 3,
hereinafter referred to as the Participation Liability.

The Company has allocated part of the gross proceeds to a
Participation Liability for the exploration costs related to the 8% interest in
Blocks 13 and 14 in Mongolia provided to the unit holder. The Company has
estimated that there is a range of costs that could be incurred through
exploration phases 1, 2 and 3. The total minimum estimated spends for phase 1,
the only phase that is currently probable, is $4,000,000 and therefore, a
Participation Liability of $320,000 has been recorded. This liability will be
reduced as expenses are incurred. Also refer to Note 14 for additional
information.

The Loans carry an interest rate of 8% per annum and all
principal and accrued interest is payable in full two years from the date of
issuance (August 18, 2010). The Loans are secured by the Groups assets in the
Kyrgyz Republic.

The principal and any accrued but unpaid interest on the Loans
  are convertible, in whole or in part, at the option of the holders if the Group
  conducts a public offering at the prevailing market price. The loan was accounted
  for as a liability in accordance with FASB ASC 480-10-25 (Prior authoritative
  literature:FAS150Accounting for Certain Financial Instruments
  with Characteristics of both Liabilities and Equity). Because the
  financial instrument embodies a conditional obligation that the Company must
  or may settle by issuing a variable number of equity shares and the monetary
  value of the obligation is based on a fixed monetary amount known at inception.

The initial carrying amount of the Loans of $1,680,000 will be
accreted to the redemption amount of $2,000,000 over the term of the loans using
the effective interest method.

We have accreted the Loans for the discount that relates to the
nine months period ended September 30, 2009 and 2008 of $105,933 and $18,849
respectively. For the three months period ended September 30, 2009 and 2008, we
have accreted $40,013 and $18,849, respectively. At September 30, 2009 and
December 31, 2008 the unamortized debt discount relating the contingently
convertible loan amounted to $154,889 and $260,822, respectively.

12. PROMISSORY NOTE

On December 5, 2008, the Company borrowed $540,646 from four
Directors at no discount to the principal amount by selling promissory notes to
shareholders (Shareholder Notes). The parties agreed that no interest shall
accrue on the Shareholder Notes unless the Company breaches the repayment
schedule. The repayment of the principal amount of the Shareholder Notes has to
occur if the Company raises greater than $1,000,000 in financing or 90 days
after written demand for repayment by the

---

17

Shareholder Notes holder, whichever is first. The Company may
also repay any or all of the principal amount of the Shareholder Notes at any
time without notice, bonus or penalty. In the event that the Company fails to
make a payment when it is due, the Company will pay interest on the outstanding
principal amount of the Shareholder Notes at the rate of 12% per annum until the
Shareholder Notes are paid in full.

For the three months ended September 30, 2009, the Company has
not received any written demand for repayment, but on May 1, 2009, received
$1,000,000 in financing (refer to Note 10). Therefore, as the payment falls due
immediately, but so far has not been paid yet, interest is being accrued.

For the nine months ended September 30, 2009 we have accrued
$27,017 interest expense. For the three months period ended September 30, 2009
we have accrued $16,352.

13. PRIVATE PLACEMENT

On September 4, 2008, the Company conducted a private placement
in which it sold 4,000,000 units for $2,600,000, or $0.65 per unit. Each unit
consisted of one share of common stock, one warrant and an interest in rights
granted to us by the Mineral Resources and Petroleum Authority of Mongolia with
respect to certain production sharing contracts governing areas in Mongolia
referred to as Blocks 13 and 14. The Company agreed to cover the unit holders
share of the exploration costs on Blocks 13 and 14 through exploration phases 1,
2 and 3 herein after referred to as the Participation Liability.

Each of the 4,000,000 warrants granted under the Securities
Purchase Agreement is exercisable for two years at $0.95 per warrant. The
warrants carry tag-along registration rights such that if a registration
statement (other than on Form S-4 or S-8) is filed, the holders may demand that
the shares underlying their warrants be included in such registration statement.
If no such registration statement is filed by January 4, 2009, the Company has
to undertake its best efforts to file a registration statement for the shares
underlying the warrants by May 4, 2009. Based on this best effort clause and the
fact that the Company has undertaken its best effort to file a registration
statement the warrants are accounted for as an equity instrument.

Of the aggregate proceeds received of $2,600,000, $430,571 has
been allocated to the warrants based on their estimated fair value, $320,000 has
been allocated to the Participation Liability and the balance has been allocated
to the Shareholders Equity.

The amount allocated to the Participation Liability was
determined in the same manner as the Participation Liability arising in
connection with the Loans described in Note 11.

14. PARTICIPATION LIABILITY

On August 18, 2008, the Company completed the issuance of
contingently convertible loans (the Loans) and in addition to the interest
payable under the Loans, the Loan holders will obtain an interest in 8% of our
interest in our operations in Mongolia related to the Blocks 13 and 14 without
having to undertake any of the obligations of work programs connected to those
lots (governing areas in Mongolia referred to as Tsagaan-Els 13 and Zuuabayan
14).

On September 4, 2008, we conducted a private placement and each
unit consisted of one share of common stock, one warrant and an interest in
rights granted to us by the Mineral Resources and Petroleum Authority of
Mongolia with respect to certain production sharing contracts governing areas in
Mongolia referred to as Tsagaan-Els 13 and Zuuabayan 14. A total of 8% of our
interest in our operations in Mongolia related to the Blocks 13 and 14 without
having to undertake any of the obligations of work

---

18

programs connected to those lots (governing areas in Mongolia
referred to as Tsagaan-Els 13 and Zuuabayan 14).

The Company considers each of the 8% participation in the
interest of our operations in Mongolia as a Participation Liability of $320,000
each (totalling $640,000).

For the three and nine months period ended September 30, 2009,
the participation liability was reduced by $432,564 as 68% of the work program
Phase 1 in Mongolia has been performed. The remainder of $207,436 of the
Participation Liability is classified as short-term liability, as we anticipate
finishing the work program within 2009.

15. 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
|-------------------------------------------------- | ----------------------- | ------------- | ------------
|                                                   | Country                 | Sept 30, 2009 | Dec 31, 2008
|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%         
|CJSC Somon Oil
      Company, Dushanbe (4)         | Rep of
      Tajikistan | 90%           | 90%         
|Manas Petroleum of Chile Corporation, Victoria (5) | Canada                  | 100%          | 100%        
|Manas Management
      Services Ltd., Nassau (6)   | Bahamas                 | 100%          | 100%        
|Manas Chile Energia Limitada, Santiago (7)         | Chile                   | 100%          | 100%        
|Manas Gobi LLC,
      Ulaan Baator (8)             | Mongolia                | 84%           | 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                  
|(8) | Manas Gobi LLC was founded by DWM Petroleum
  AG                                                                   

The ultimate control owner of the Group is the management of
the Group (39%). 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
      
      Nine
        months period ended
      
      
      Three
        months period endedSept 30, 2009
      
      
      Sept 30, 2008
      
      
      Sept 30, 2009
      
      
      Sept 30, 2008Payments to directors for office rent
      
      30,923
      
      
      141,510
      
      
      6,000
      
      
      48,402Payments to related companies controlled bydirectors for rendered consulting services
      
      262,700
      
      
      5,814
      
      
      72,000
      
      
      -09.30.09
      
      
      12.31.08USD
      
      
      USDPromissory notes from directors
      
      386,305
      
      
      540,646


Promissory note from former director (Peter-Mark Vogel) agreed
on Dec 5, 2008 over USD 154,341

16. 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, Mongolia and Albania may be subject to legal actions and
complaints.

---

19

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.

During the initial phase of making application for our Chilean
Exploration license, a joint bidding group was formed with Manas, IPR and Energy
Focus. Each had a one-third interest.

Manas and IPR are established petroleum businesses. Energy
Focus is a start-up business. On its own accord, Energy Focus left the bidding
group. Energy Focus prepared a side letter, which was signed by Manas and IPR.
By the terms of this side letter, Energy Focus was granted the option to rejoin
the consortium under certain conditions.

Even though Energy Focus has been asked many times to join the
group by contributing its prorated share of capital, they have failed to do so.
Despite this, Energy Focus claims that they are entitled to participate in the
consortium at any future time. IPR and Manas disagree with this interpretation.

No litigation has been commenced as of September 30, 2009.
Manas and IPR are firmly of the view that Energy Focus no longer has any right
to join the consortium. While Energy Focus has not accepted this position, they
have not commenced litigation.

At September 30, 2009, there had been no legal actions 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.

17. PERSONNEL COSTS AND EMPLOYEE BENEFIT PLANS

Defined benefit planThe Company maintains a Swiss
defined benefit plan for 4 of its employees. The plan is part of an independent
collective fund which provides pensions combined with life and disability
insurance. The assets of the funded plan are held independently of the Companys
assets in a legally distinct and independent collective trust fund which serves
various unrelated employers. The funds benefit obligations are fully reinsured
by AXA Winterthur Insurance Company. The plan is valued by independent actuaries
using the projected unit credit method. The liabilities correspond to the
projected benefit obligations of which the discounted net present value is
calculated based on years of employment, expected salary increases, and pension
adjustments.

Nine
        months period ended
      
      
      Three
        months period endedSeptember 30,
      
      
      September 30,
      
      
      September 30,
      
      
      September 30,Pension expenses
      
      2009
      
      
      2008
      
      
      2009
      
      
      2008USD
      
      
      USD
      
      
      USD
      
      
      USDNet service cost
      
      21'939
      
      
      7'747
      
      
      7'313
      
      
      2'582Interest cost
      
      14'064
      
      
      6'870
      
      
      4'688
      
      
      2'290Expected return on assets
      
      (10'555
      )
      
      (6'774
      )
      
      (3'518
      )
      
      (2'258
      )Amortization of
        net (gain)/loss
      
      0
      
      
      0
      
      
      0
      
      
      0Net periodic pension cost
      
      25'448
      
      
      7'843
      
      
      8'483
      
      
      2'614


---

20

During the nine months period ended September 30, 2009 and 2008
the Company made cash contributions of approximately $58,300 and $136,086,
respectively to its defined benefit pension plan. The company does not expect to
make any additional cash contributions to its defined benefit pension plans
during the remainder of 2009.

18. FAIR VALUE MEASUREMENT

FASB ASC 820 (Prior authoritative literature:SFAS
157Fair Value Measurements) establishes a three-tier fair value
hierarchy, which prioritizes the inputs used in measuring fair value. These
tiers include: Level 1, defined as observable inputs such as quoted prices in
active markets; Level 2, defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable; and Level 3, defined
as unobservable inputs in which little or no market data exists, therefore
requiring an entity to develop its own assumptions. Financial assets carried at
fair value as of September 30, 2009 are classified in one of the three
categories as follows:

|         |   | Level 1 |  |   | Level 2 |  |   | Level 3   |  |   | Total     | 
|-------- | - | ------- |  | - | ------- |  | - | --------- |  | - | --------- | 
|Warrants | $ | -       |  | $ | -       |  | $ | 1'085'297 |  | $ | 1'085'297 | 
|Total    | $ | -       |  | $ | -       |  | $ | 1'085'297 |  | $ | 1'085'297 | 

The following table summarizes the changes in the fair value of
the Companys level 3 financial assets and liabilities for the period ending
September 30, 2009:

Balance at January 1, 2009
      
      -Total gains (losses) realized and unrealized:Included in earnings,
      as a part of change in fair value of warrants
      
      10'592'637
      
    1)Included in other comprehensive income
    
    -Purchase, sale, or settlement
      
      (10'100'145
      )
    2)Net transfer in / (out) of level 3
    
    592'805
    
    3)Balance at September 30, 2009
      
      1'085'297


|1) | Recorded in Change in fair value of warrants.
|-- | ---------------------------------------------
|2) | Reclassification as equity instrument.       
|3) | Transfer in upon adoption of EITF 07-05.     

19. EARNINGS PER SHARE

Basic earnings per share is calculated using the Companys
weighted-average outstanding common shares. When the effects are not
anti-dilutive, diluted earnings per share is calculated using the
weighted-average outstanding common shares, participating securities and the
dilutive effect of all other stock-based compensation awards as determined under
the treasury stock method.

A reconciliation of shares used in calculating basic and
diluted earnings per share follows:

---

21

|                                             |  | Nine
      months period ended |  |  | Three
      months period ended | 
|-------------------------------------------- |  | ------------------------------ |  |  | ------------------------------- | 
|                                             |  | September 30,                  |  |  | September 30,                   | 
|                                             |  | 2009                           |  |  | 2008                            | 
|Basic weighted average shares outstanding    |  | 119'051'733                    |  |  | 113'610'124                     | 
|Effect of common stock equivalents*          |  |                                |  |  |                                 | 
|- stock options
      and non-vested stock   |  |                                |  |  |                                 | 
|under employee compensation
      plans      |  | -                              |  |  | -                               | 
|- warrants                                   |  | -                              |  |  | -                               | 
|- contingently convertible loan              |  | -                              |  |  | -                               | 
|Diluted weighted average shares outstanding* |  | 119'051'733                    |  |  | 113'610'124                     | 

*For periods in which losses are presented, dilutive earnings
per share calculations do not differ from basic earnings per share because the
effects of any potential common stock equivalents are anti-dilutive and
therefore not included in the calculation

20. COMPREHENSIVE INCOME (LOSS)

The comprehensive income (loss) are as follows:

|                                                              |  | Nine
      months period ended |   |  | Three
      months period ended |  
|------------------------------------------------------------- |  | ------------------------------ | - |  | ------------------------------- | -
|                                                              |  | September 30, 2009             |   |  | September 30, 2008              |  
|                                                              |  | USD                            |   |  | USD                             |  
|Net gain/(loss) attributable to Manas                         |  | (18'792'985                    | ) |  | (25'625'435                     | )
|Currency translation
      adjustment attributable to Manas   |  | (47'906                        | ) |  | 6'067                           |  
|                                                              |  |                                |   |  |                                 |  
|Total comprehensive
      income (loss) attributable to Manas |  | (18'840'891                    | ) |  | (25'619'368                     | )

21. SUBSEQUENT EVENT(S)

We have entered into an arm’s length binding letter of
  intent dated November 19, 2009 with WWI Resources Ltd., a company listed on
  the TSX Venture Exchange in Canada, pursuant to which we agreed to sell all
  of the shares of one of our wholly-owned subsidiaries in exchange for a minimum
  of 100,000,000 common shares of WWI Resources and a signing bonus in cash. At
  or prior to closing, it is contemplated that we will reorganize our affairs
  such that the subsidiary being sold will own 100% of our Albanian assets. The
  letter of intent provides that, after closing, WWI Resources will be obligated
  to issue to our company up to an aggregate of 150,000,000 additional common
  shares of WWI Resources upon the achievement of certain operational targets.

Completion of the transaction is subject to, among other things,
  completion of due diligence satisfactory to both parties, execution of a definitive
  agreement, receipt of all necessary regulatory and shareholder approvals and
  completion of a private placement in which WWI Resources will sell 100,000,000
  units at a price of $0.25 per unit for gross proceeds of CDN$25,000,000. It
  is contemplated that each unit will consist of one common share and one warrant,
  with each warrant entitling the holder to purchase a further common share at
  a price of CDN$0.45 per share for a period of 5 years from closing.

It is contemplated that at closing, each of WWI Resources and
  our company will appoint three directors to the board of WWI Resources and the
  current officers of our company will be appointed as officers of WWI Resources.

---

22

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

Forward-Looking Statements

This quarterly report contains forward-looking statements.
Forward-looking statements are statements that relate to future events or future
financial performance. In some cases, you can identify forward looking
statements by the use of terminology such as may, should, intend,
expect, plan, anticipate, believe, estimate, project, predict,
potential, or continue or the negative of these terms or other comparable
terminology. These statements speak only as of the date of this quarterly
report. Examples of forward-looking statements made in this quarterly report
include statements pertaining to, among other things:

- the quantity of potential natural gas and crude oil resources;
- potential natural gas and crude oil production levels;
- capital expenditure programs;
- projections of market prices and costs;
- supply and demand for natural gas and crude oil;
- our need for, and our ability to raise, capital; and
- treatment under governmental regulatory regimes and tax laws.

These statements are only predictions and involve known and
unknown risks, uncertainties and other factors, including:

- our ability to establish or find resources or reserves;
- volatility in market prices for natural gas and crude oil;
- liabilities inherent in natural gas and crude oil operations;
- uncertainties associated with estimating natural gas and crude oil
  resources or reserves;
- competition for, among other things, capital, resources, undeveloped lands
  and skilled personnel;
- political instability or changes of laws in the countries in which we
  operate and risks of terrorist attacks;
- incorrect assessments of the value of acquisitions;
- geological, technical, drilling and processing problems; and
- other factors discussed under the section entitled Risk Factors in our
  annual report on Form 10-K filed on April 14, 2009.

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

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

As used in this quarterly report, the terms we, us, and
our refer to Manas Petroleum Corporation, its wholly-owned subsidiaries DWM
Petroleum A.G., a Swiss company, Manas Petroleum A.G., a Swiss company, Manas
Energia Chile Limitada, a Chilean company, Manas Petroleum of Chile Corporation,
a Canadian company, Manas Management Services Ltd., a Bahamian company, and its
partially owned subsidiary CJSC Somon Oil Company, a Tajikistan company, and its
25% ownership interest in CJSC South Petroleum Company, a Kyrgyz company, as the
context may require.

---

23

The following discussion and analysis provides a narrative
about our financial performance and condition that should be read in conjunction
with the unaudited consolidated financial statements and related notes thereto
included in this quarterly report.

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.
Our goal is to increase shareholder value through the successful acquisition and
exploration of oil and gas resources. We do not have any known reserves on any
of our properties.

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

The Nine Months Ended September 30, 2009 Compared to the
Nine Months Ended September 30, 2008

Results of Operations

For the nine months period ended September 30, 2009 we had a
net loss of $18,792,985 as compared to a net loss of $25,625,435 for the
comparable period ended September 30, 2008. 56% of the net loss, or $10,592,637,
for the nine months period ended September 30, 2009 is related to the non-cash
charge for a change of the fair value of warrants.

For the nine months period ended September 30, 2009 our
operating expenses decreased to $7,426,013 from $16,615,450 reported for the
same period in 2008. The 55% decrease in our total operating expenses is
attributable firstly to personnel changes and reduction of administrative costs
due to managements decision to cut down costs, and secondly, to reduced
exploration costs. 49% of the total operating expenses, or $3,604,815, for the
nine months period ended September 30, 2009 is related to stock-based or stock
option-based compensation payments, which are non-cash. Compared to the same
period in 2008, where we recorded stock-based or stock option-based
compensations of $7,454,813.

Personnel costs

For the nine months period ended September 30, 2009 our
personnel costs decreased to $4,596,455 from $7,404,306 for the corresponding
period in 2008. This decrease of 38% or 2,807,851 in the nine months period
comparison is due to managements decision to cut down costs from the beginning
of 2009, to reduce the number of employees and to replace several employee
contracts with consulting agreements.

For the nine months period ended September 30, 2009 77%, or
$3,532,685, is related to a non-cash charge for stock compensation and our stock
option plan to obtain and retain qualified management. In the corresponding
period in 2008 71%, or $5,228,858, was related to a non cash-charge for stock
compensation and our stock option plan to obtain and retain qualified
management.

Exploration costs

For the nine months ended September 30, 2009, we incurred
exploration costs of $870,544 as compared to $4,076,829 for the corresponding
period in 2008. This decrease of 79% is mostly attributable to reduced
exploration activity in Albania and Tajikistan during the nine months ended
September 30, 2009. We have started geological and geophysical in Mongolia
during the second half of 2009.

---

24

Consulting fees

For the nine months ended September 30, 2009, we paid
consulting fees in the amount of $762,312 as compared to consulting fees of
$2,960,512 for the period ended September 30, 2008. This decrease of 74% is
related, firstly, to non-cash charges for stock compensation and our stock
option plan to obtain and retain qualified management, and secondly, to
managements decision to cut down costs from the beginning of 2009.

For the nine months period ended September 30, 2009 9%, or
$72,130, is related to a non-cash charge for stock compensation and our stock
option plan to obtain and retain qualified management. In the corresponding
period in 2008 75%, or $2,225,955, was related to a non cash-charge for stock
compensation and our stock option plan to obtain and retain qualified
management.

Administrative costs

For the nine months ended September 30, 2009, our
administrative costs declined to $1,119,864 from $2,137,094 during the nine
months ended September 30, 2009. This decrease of 48% or 1,017,230 is
attributable to managements decision to cut down costs from the beginning of
2009.

The Three Months Ended September 30, 2009 Compared to the
Three Months Ended September 30, 2008

Results of Operations

For the three months period ended September 30, 2009 we had a
net income of $132,775 as compared to a net loss of $15,733,316 for the
comparable period ended September 30, 2008. The net gain is positively affected
by a non-cash profit of $2,809,589 for the change of the fair value of warrants
for the three months period ended September 30, 2009.

For the three months period ended September 30, 2009 our
operating expenses decreased to $2,382,852 from $6,115,098 reported for the same
period in 2008. The 61% decrease in our total operating expenses is also
attributable to managements decision to cut down costs and reduced exploration
costs. During the three months period ended September 30, 2009 35% of the total
operating expenses, or $824,167, is related to a non cash-charge for stock
compensation and our stock option plan to obtain and retain qualified
management. Compared to the same period in 2008, $1,657,563 was related to a non
cash-charge for stock compensation and our stock option plan to obtain and
retain qualified management.

Personnel costs

For the three months period ended September 30, 2009 the
personnel costs decreased to $1,080,601 from $2,347,406 for the three months
period ended September 30, 2008. This decrease of 54% or 1,266,805 in the three
months period comparison is due to managements decision to cut down costs from
the beginning of 2009, to reduce the number of employees and to replace several
employee contracts with consulting agreements.

For the three months period ended September 30, 2009 74%, or
$804,310, is related to a non-cash charge for stock compensation and our stock
option plan to obtain and retain qualified management. In the corresponding
three months period ended September 30, 2008 70%, or $1,633,065, is related to a
non cash-charge for stock compensation and our stock option plan to obtain and
retain qualified management.

---

25

Exploration costs

For the three months ended September 30, 2009 the exploration
costs decreased 81% to $539,468 from $2,788,817 for the corresponding period in
2008. This is mostly attributable to reduced exploration activity in Albania and
Tajikistan during the three months ended September 30, 2009. During the three
months period ended September 30, 2009 we have started geological and
geophysical in Mongolia.

Consulting fees

For the three months ended September 30, 2009, we paid
consulting fees in the amount of $208,182 as compared to consulting fees of
$268,719 for the corresponding period in 2008. This decrease of 23% is
attributable to managements decision to cut down costs from the beginning of
2009.

For the three months period ended September 30, 2009 10%, or
$19,857, is related to a non-cash charge for stock compensation and our stock
option plan to obtain and retain qualified management. In the corresponding
period in 2008 9%, or $24,498, was related to a non cash-charge for stock
compensation and our stock option plan to obtain and retain qualified
management.

Administrative costs

For the three months ended September 30, 2009, our
administrative costs declined to $539,821 from $695,284 during the three months
ended September 30, 2008. This decrease of 22% or 155,463 is attributable to
managements decision to cut down costs from the beginning of 2009.

Liquidity and Capital Resources

Our cash balance as of September 30, 2009 was $3,273,946 of
which $3,019,459 is restricted to finance the bank guarantees for the first
phase of our work program in Albania (covering the seismic and geological and
geophysical (geological and geographical) costs in Albania) and in Mongolia
(covering the seismic and geological and geographical costs in Mongolia),
leaving a balance of $254,487. In order to continue to fund operations for the
next 12 months and implement the geological work program for our projects
particular in Central Asia and the Balkan Region as well as to finance
continuing operations, our group of companies will require further funds. We
expect these funds will be raised through additional equity and/or debt
financing (private placements). If we are not able to raise the required funds,
we would consider farming-out projects in order to reduce our financial
commitments.

On January 22, 2009, the restricted cash in Mongolia was
reduced from $4,000,000 to $2,000,000 in agreement with the Mongolian
authorities. We immediately paid our bank loan of $1,220,000 and accumulated
interest of $34,248. As a result, we were able to free up cash in the amount of
$745,752 net of all costs and charges at our own disposal (no restriction or
limitation of these funds after release).

On March 6, 2009, we negotiated new work programs for our two
PSCs for the Blocks A,B and D,E with the Albanian National Petroleum Agency (NPA
later AKBN, National Agency of Natural Resources).

On April 3, 2009, we successfully ratified the new work
programs for our exploration blocks A, B and D, E in Albania and had them
approved with the Albanian authorities (AKBN), which allows us to reduce the
bank guarantee, held as restricted cash on our accounts on behalf of exploration
work in Albania, by $2,541,800 at our own disposal without any restrictions or
limitations to these funds after the release, which took place by April 23, 2009
following completion of the procedural formalities. In addition, we finalized
negotiation for an additional loan of $1,300,000, which will be secured by the
remaining escrow funds in Mongolia. On May 1, 2009, $1,000,000 of this loan was
made available to our company. On September 7, 2009 the remaining $300,000 was
made available to our Company.

---

26

Our capital commitments are disclosed in this quarterly report
on Form 10-Q for the nine and three months ended September 30, 2009 as well as
in our annual report on form 10-K for the year ended December 31, 2008. There
have been no material changes in these commitments as of September 30, 2009.

Operating Activities

Net cash outflow from operating activities of $4,590,040 for
the nine months ended September 30, 2009 has decreased from $7,459,875 in the
comparable period for 2008. This is mainly due to managements decision to cut
down costs from beginning of 2009. As a consequence, the number of employees and
the administrative costs have been reduced. Additionally, during the first two
quarters of 2008, we had extensive exploration activities in Albania and
Tajikistan.

Investing Activities

Net cash inflow from investing activities of $4,903,911 for the
nine months ended September 30, 2009 has changed from a net cash outflow of
$9,245,160 in the comparable period for 2008. This is due to the establishment
of the bank guarantee for the first exploration phase in Albania in the second
quarter of 2008. The reduction of the bank guarantee in Albania and the
reduction of the amount on the escrow agreement in Mongolia during the nine
months period ended September 30, 2009 have positively affected our Cash Flow
from Investing Activities by $4,932,325.

Financing Activities

Net cash outflow from financing activities of $352,564 for the
nine months ended September 30, 2009 has changed from a net cash inflow of
9,498,456 in the comparable period for 2008. During the nine months period ended
September 30, 2008 Cash Flow from Financing Activities was positively affected
by the issuance of Debentures in the second quarter of 2008 by $3,760,000, the
issuance of the Convertible Loan in the third quarter of 2008 by $1,680,000 and
the Private Placement of the third quarter of 2008 by $1,849,429.

Cash Flows

|                                                      |   | Nine Months Ended |  
|----------------------------------------------------- | - | ----------------- | -
|                                                      |   | September 30      |  
|                                                      |   | 2009              |  
|Net cash (used in) Operating Activities               | $ | (5,022,604        | )
|Net cash provided by (used in) Investing Activities   | $ | 4,903,911         |  
|Net cash provided by (used in) Financing Activities   | $ | 80,000            |  
|Change in Cash and Cash Equivalents During the Period | $ | (38,693           | )

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Cash Requirements

We will require additional funds to plan of operation. These
funds may be raised through equity financing, debt financing, or other sources,
such as additional farm-out agreements, which may result in further dilution in
the equity ownership of our shares. There is still no assurance that we will be
able to maintain operations at a level sufficient for an investor to obtain a
return on his investment in our common stock. Further, we may continue to be
unprofitable.

---

27

Specifically, we estimate our cash needs for the next 12 months
to proceed according to our business plan to be as follows:

Expense
    
    AmountGeological & Geophysical
    
    12'000'000General & Administrative
    
    3'100'000Financing
    
    3'900'000Legal
    
    200'000Audit
    
    400'000Open Commitments
    
    775'000Total Expenses planned for next 12
      months
    
    20'375'000


As an operator, we have no seismic or drilling commitments for
the next 12 months in Mongolia. In Albania we have to provide a bank guarantee
for the production sharing contract for blocks 2 and 3 of $8,500,000 to secure
the drilling of a deep well. We plan to shoot 105 km of 2-D seismic in Blocks D
and E, which we expect to cost us around $2,600,000. In Tajikistan, where we are
operator, we are having a 2-D seismic commitment of around 160 KM (around
$2,000,000) until the end of 2009. This seismic is currently performed and fully
carried by Santos. As a non-operator, we have no seismic or drilling commitments
in Chile for the next 12 months. In Kyrgyz Republic, the operational costs,
including seismic are fully carried by our partner Santos. In Mongolia, we have
currently a geological and geographical commitment of maximum $400,000 for the
next 12 months. Should we be able to raise funds through equity financing, debt
financing or other sources, such as additional farm-out agreements, we might
increase or speed up our programs.

There can be no assurance that additional financing will be
available to us when needed or, if available, that it can be obtained on
commercially reasonable terms. If we are not able to obtain the additional
financing on a timely basis, if and when it is needed, we will be forced to
scale down or perhaps even cease the operation of our business.

Going Concern

The consolidated financial statements have been prepared on the
assumption that we will continue as a going concern. For the three months ended
September 30, 2009, we had a net income of $132,775, which was positively
affected by a non-cash profit of $2,809,589 for the change of the fair value of
warrants. We have historically incurred losses and have incurred a loss of
$18,792,985 for the nine months ended September 30, 2009. Because of these
historical losses, we will require additional working capital to develop our
business operations. Our cash balance as of September 30, 2009 was $3,273,946 of
which $3,019,459 has been restricted for a bank guarantee for the first phase of
our work program in Albania (covering the seismic and geological and
geographical costs in Albania) and two escrow accounts for the first phase of
our work program in Mongolia (covering the seismic and geological and
geographical cost in Mongolia), leaving a balance of $254,487.

On January 22, 2009, the restricted cash in Mongolia was
reduced from $4,000,000 to $2,000,000 in agreement with the Mongolian
authorities. We immediately repaid our bank loan of $1,220,000 and accumulated
interest of $34,248. As a result, we were able to free up cash in the amount of
$745,752 net of all costs and charges at our own disposal (no restriction or
limitation of these funds after release).

As of February 1, 2009, the corporate cost base had been
reduced significantly and therefore, also the expected monthly burn rate from
around $650,000 to around $320,000 on basic operational activities. The main
source of the cost savings stem from a reduction in the number of personnel as
well as significant salary cuts at the Board of Directors level.

---

28

On April 3, 2009, we successfully negotiated new work programs
for our exploration blocks A & B and D & E in Albania with the Albanian
authorities (AKBN), which allowed us to reduce the bank guarantee, held as
restricted cash on our accounts on behalf of exploration work in Albania, by
$2,541,800. There are no further restrictions or limitations to these funds
after the release, which took place by April 23, 2009 following completion of
the procedural formalities. In addition we finalized negotiation for an
additional loan of $1,300,000, which will be secured by the remaining escrow
funds in Mongolia. On May 1, 2009, $1,000,000 of this loan was made available to
our company. On September 7, 2009 the remaining $300,000 was made available to
our Company.

Based on the revised cost base we estimate that we have
sufficient working capital to fund operations for one month from September 2009.
In order to continue to fund operations through September 2010 and execute the
strategy to develop our assets, we will require further funds. We expect to
secure these additional funds through possible disposals or farm-outs of our
existing interests and we are currently in active negotiations with interested
parties for such transactions.

We intend to raise additional working capital through private
placements, public offerings, bank financing and/or advances from related
parties or shareholder loans as well as limit our financial obligations by
farming-out projects to third parties.

The continuation of business is dependent upon obtaining such
further financing. The issuance of additional equity securities could result in
a significant dilution in the equity interests of current or future
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase liabilities and future cash commitments.

There are no assurances that we will be able to complete the
disposals or farm-outs of our existing interests or to obtain additional
financing through either private placement, public offerings and/or bank
financing necessary to support our working capital requirements. Nevertheless
after making enquiries, and considering the uncertainties above, the directors
have a reasonable expectation that we will have adequate resources to continue
our operations for the foreseeable future.

The above conditions raise substantial doubt about our ability
to continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might be necessary
should we be unable to continue as a going concern.

Based on our business plan, in the next 12 months, we expect to
obtain $3,275,000 from internal sources and to need additional funding from
external sources of at least $5,200,000 to cover our annual burn rate and
minimum commitments, but an additional $11,900,000 to proceed according to our
business plan.

Recent Developments

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

Letter of Intent with WWI Resources Ltd.

We have entered into an arms length binding letter of intent
dated November 19, 2009 with WWI Resources Ltd., a company listed on the TSX
Venture Exchange in Canada, pursuant to which we agreed to sell all of the
shares of one of our wholly-owned subsidiaries in exchange for a minimum of
100,000,000 common shares of WWI Resources and a signing bonus in cash. At or
prior to closing, it is contemplated that we will reorganize our affairs such
that the subsidiary being sold will own 100% of our Albanian assets. The letter
of intent provides that, after closing, WWI Resources will be obligated to

---

29

issue to our company up to an aggregate of 150,000,000
additional common shares of WWI Resources upon the achievement of certain
operational targets.

Completion of the transaction is subject to, among other
things, completion of due diligence satisfactory to both parties, execution of a
definitive agreement, receipt of all necessary regulatory and shareholder
approvals and completion of a private placement in which WWI Resources will sell
100,000,000 units at a price of $0.25 per unit for gross proceeds of
CDN$25,000,000. It is contemplated that each unit will consist of one common
share and one warrant, with each warrant entitling the holder to purchase a
further common share at a price of CDN$0.45 per share for a period of 5 years
from closing.

It is contemplated that at closing, each of WWI Resources and
our company will appoint three directors to the board of WWI Resources and the
current officers of our company will be appointed as officers of WWI Resources.

At closing, the subsidiary being sold is contemplated to hold
three production sharing contracts onshore blocks in Albania that comprise 1.7
million net acres with 100% working interest. The production sharing contracts
are for Blocks A, B, D, E, 2 and 3. There are no known reserves on any of these
properties.

Albania

On April 3, 2009, we successfully negotiated new work programs
under our two production sharing contracts for our exploration blocks A & B
and D & E in Albania with the Albanian authorities. For the production
sharing contract covering blocks A & B, we reduced the minimum seismic line
kilometers from 300 km of 2D seismic to 189 km for the first phase, which was
completed by December 31, 2008. For the production sharing contract covering
blocks D & E, we reduced the minimum seismic line kilometers from 300 km to
105 km of 2D seismic for the first phase.

On April 21, 2009, we entered into a non-binding letter of
intent with an unrelated third party concerning the possible farmout, by that
third party, to our Albanian properties. On July 21st 2009 we have signed an
extended farmout term sheet covering Blocks A, B, D, E, 2 and 3 in Albania with
the unrelated third party. Both parties have agreed to keep the terms
confidential until the signing of a shareholders' agreement. The letter of
intent and the extended term sheet are subject to, among other conditions, the
negotiation and execution of a formal agreement which is currently prepared. The
party has completed a due diligence.

We received the final results of the seismic program relating
to blocks A & B from the Geological Institute of Israel in Q1. We performed
the final seismic interpretation of all seismic data for block A, integrating
new and existing seismic data, including well data and surface geology. We also
prepared various time and depth maps, geological map, seismic line and well
location maps for blocks A & B. We have applied and received a number of
well and seismic data from AKBN regarding previous exploration campaigns
including the data on the Shpiragu well. The data was transcribed and loaded
into DWM data base.

---

30

Blocks 2-3 in Albania

On July 8, 2009, the Albanian Council of Ministers approved
Decision No. 754 regarding the approval of a production sharing contract for
exploration, development and production of hydrocarbons in onshore Albania, in
Blocks 2-3, between the Ministry of Economy, Trade and Energy, represented by
the National Agency of Natural Resources and DWM Petroleum AG. DWM is the 100%
subsidiary of Manas Petroleum Corporation. The production sharing contract was
made effective July 31, 2009.

The production sharing contract comprises two blocks that cover
approximately 3,439 km2 (or approximately 849,795 acres). The
production sharing contract covering the blocks set out minimum work and
expenditure requirements for three phases that we must comply with to maintain
the exploration rights for the contractual area. Failure to comply with the work
and financial requirements in any one phase means that the exploration period
will terminate and we will not be able to enter the other phases for the
applicable blocks. Under the contract if the three phases are completed, they
will take seven years to complete and will require a minimum expenditure of
$25,100,000.

We have three years from the effective date of the contract to
complete the requirements in Phase 1. After Phase 1, we have the option either
to continue pursuing or to relinquish the exploration rights. The Phase 1
minimum work and financial program requires the undertaking of a minimum of
$400,000 in geological and geophysical studies, the re-processing of 150
kilometres of seismic data at a minimum cost of $100,000 and drilling of an
exploration well to a depth of at least 4,000 meters at a minimum cost of
$8,000,000 or until it reaches the Carbonates of the Eocene or Cretaceous,
whichever first occurs.

We have two years from the completion of Phase 1 to complete
the requirements in Phase 2. The Phase 2 minimum work and financial program
requires the undertaking of a minimum of $300,000 in geological and geophysical
studies, and the drilling of an exploration well to a depth of at least 4,000
meters at a minimum cost of $8,000,000, or until it reaches the Carbonates of
the Eocene or Cretaceous, whichever first occurs.

We have two years from the completion of Phase 2 to complete
the requirements in Phase 3. The Phase 3 minimum work and financial program
requires the undertaking of a minimum of $300,000 in geological and geophysical
studies and the drilling of an exploration well to a depth of at least 4,000
meters at a minimum cost of $8,000,000, or until it reaches the Carbonates of
the Eocene or Cretaceous, whichever first occurs.

Kyrgyz Republic

South Petroleum Company (SPC), in which Manas owns a 25%
interest, prepared the drilling of the first shallow light oil target, the North
Aizar 1 well. The target depth is 1950 meters. A new roof of productive
Paleogene deposits was drilled in. The drilling operations was carried out by
the contractor CJSC Sherik with whom a contract was finalized.

The drilling of an exploration well at the North Ayzar -1
(Tuzluk license) prospect by the Kyrgyz joint venture, SPC (South Petroleum
Company) was spudded on June 15, 2009. The North Ayzar- 1 was to test
tertiary-aged (Palaeogene) clastics and carbonates reservoirs between 1650 and
1900m. The total depth of this well is 1860m. The objective Palaeocene section
was intersected structurally high to prognosis, and minor hydrocarbon shows were
encountered in some thin sandstone beds between 1700 and 1735m. The well was
logged, plugged and evaluation was made that the hydrocarbon shows are not
commercial. The rig was moved to the Soh permit area in August 2009, to drill
the Huday Nazar-1 well.

---

31

Tajikistan

Somon Oil, in which Manas Petroleum holds a 90% interest has
started to prepare a seismic campaign which covers in Phase 1 around 383 km of
2-D seismic out of which 123 km are acquired until now. It is planned to shoot
the remaining 260 km until the end of 2009. This included environmental
licenses, preparation of a field camp and finalizing a seismic program. A letter
of award for the seismic is signed to the Iranian geophysical company OEOC.

On July 28, 2009, Somon Oil was granted the Tajik North-West
petroleum license which covers 2,492 square kilometers (615,784 acre) of
exploration area. The license entitles Somon Oil to 7 years of exploration. In
case of discovery, Somon Oil has an exclusive right on the discovered field. The
license area is located in the north part of the Sugd region, and is bordering
with Uzbekistan and the Uzbek pipeline network. In the south-west the license
area is adjacent with Somon Oils western license areas Novobod and
Obchai-Kalacha. Existing exploration data within the North-West license area
contain 6 wells and 1,100 km of 2-D seismic which was acquired during Soviet
exploration campaigns between 1964 and 1992. Somon Oil targets large four-way
closure prospects in the North-West license area at a depth of 3.5  4.5 km. The
7 years work program contains 400 km of 2-D seismic, 100 square kilometers of
3-D seismic and 2 deep wells. Financing for the exploration up to discovery is
secured by the existing option farmout to Santos International Holdings PTY Ltd.

Chile

In connection with our consortiums operations in Chile and as
part of the geological and geophysical work, the operator Geopark Holdings Ltd.
continued gathering digital data base and catalogued the well files. They have
reprocessed data from previous seismic explorations and made a field surface
geology study. Geopark finalized a seismic project in October 2009 as basis for
a tender for the performance of 360 KM of 2-D seismic and 160 square KM of 3-D
seismic. Manas is holding 20% interest in the Tranquillo block through its
subsidiary Manas Chile limitada.

Mongolia

On April 21th, 2009 Manas Petroleum Corporations wholly-owned
subsidiary, DWM Petroleum AG, has signed production contracts with the Petroleum
Authority of Mongolia for blocks 13 and 14 at the Hotel Khan Palace Kempinsky in
Ulaanbaatar, Mongolia. The production contracts were signed by Dashzeveg
Amarsaikhan, the Chairman of the Petroleum Authority of Mongolia, and by Alex
Becker on behalf of DWM Petroleum AG in a televised ceremony. Jamiansurengiyn
Batsuuri, Vice-Minister of the Ministry of Mineral Resources and Energy, Dr.
Ariunsan Baldanjav, Economic Policy Advisor of the Prime Minister's office, and
several members of Parliament attended the televised ceremony. The signing
ceremony follows a review process by Mongolian Government and Security Council
and formal ratification by parliament. Subject to payment of fees, this
represented the final step in assigning these blocks for exploration and
exploitation according to Mongolian law.

Manas owns a 74% interest in blocks 13 and 14, which cover an
aggregate of over 20,000 square kilometers, or almost five million acres, of
land located on Mongolia's southern border. The production contracts provide for
a five-year exploration period (with two optional six month extensions allowed)
beginning on the effective date of April 21, 2009, and a twenty-year
exploitation period (with two five year extensions allowed). The remaining 26%
interest in blocks 13 and 14 is held by two investors and a Mongolian oil and
gas company whose 10% interest is contingent upon further cooperation.

---

32

In June we received the license for the right to conduct
geological exploration works within the blocks # 13 and 14 for a term of 3
years. The agreement with the Saint Petersburgs Institute VSEGEI for the
realization of gravimetrical works within the blocks # 13 and 14 was signed and
the works were performed during June  September of 2009.

As of Q3, we have performed the following technical work for
the two blocks: Around 1000 square KM of geological mapping, geological
structural sections, lithological stratigraphic sections, paleontologic
stratigraphic sections and gravimetrie. Field geologists both from DWM managed a
number of field trips which were supported by technical experts from the
Geophysical Institute of Israel, and the St. Petersburg Institute VSEGEI.

Item 3. Quantitative and Qualitative Disclosures about
Market Risk.

Not applicable.

Item 4T. Controls and Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as that term
is defined in Rule 13a-15(e), promulgated by the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934. Disclosure controls
and procedures include controls and procedures designed to ensure that
information required to be disclosed in our companys reports filed under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commissions
rules and forms, and that such information is accumulated and communicated to
our management, including our principal executive officer and our principal
financial officer, as appropriate, to allow timely decisions regarding required
disclosure.

As required by paragraph (b) of Rules 13a-15 under the
Securities Exchange Act of 1934, our management, with the participation of our
principal executive officer and our principal financial officer, evaluated our
companys disclosure controls and procedures as of the end of the period covered
by this quarterly report. Based on this evaluation, our principal executive
officer and our principal financial officer concluded that as of the end of the
period covered by this quarterly report, our disclosure controls and procedures
were not effective due to lack of US GAAP and SEC knowledge of responsible
people within our company. As a result, we failed to timely file certain
disclosure that we were required to timely file on Form 8-K and we made errors
in our accounting for certain transactions as described below and an error in
our disclosure concerning entitlement to the $1,000,000 earn-out to be made by
Santos International Holdings PTY Ltd. pursuant to the October 4, 2006 agreement
between our subsidiary, DWM Petroleum, and Santos International Holdings PTY
Ltd. All of our previous disclosure with respect to this earn-out reflected that
our company was entitled to receive this payment but, in our agreement with DWM
Petroleum and its former shareholders dated November 23, 2006, DWM Petroleum
assigned the right to receive that payment to the former shareholders of DWM
Petroleum.

Due to a lack of US GAAP and SEC knowledge by the responsible
people, the following errors have occurred in the past:

On March 31, 2009, we determined that our previously issued
consolidated statement of operations for the quarters ended June 30, 2008 and
September 30, 2008 and consolidated balance sheet as of June 30, 2008 and
September 30, 2008 presented in our Forms 10-Q filed on August 14, 2008 and
November 14, 2008, respectively, should be restated with respect to the
accounting for a beneficial conversion feature

---

33

related to the issuance of debentures. On April 30, 2008, we
issued convertible debentures with a mandatory redemption date of April 30,
2010. We appropriately concluded that the convertible debentures contained a
beneficial conversion feature at issuance but erroneously recorded the full
expense related to the beneficial conversion feature at inception of the
debentures in the quarter ended June 30, 2008. The cost associated with the
beneficial conversion feature should have been amortized over the two year term
of the debentures. The correction of this error resulted in $517,498 less
expense during the second fiscal quarter of 2008 and $62,657 of additional
expense for our third fiscal quarter of 2008.

On April 7, 2009, we determined that the terms of the warrants
issued by our company between April 10, 2007 and September 3, 2008, required
that we adjust the exercise price of those warrants on September 5, 2008, as a
result of our having issued 4,000,000 units (each consisting of one share of our
common stock, one share purchase warrant and an interest in certain rights
granted to us by the Mineral Resources and Petroleum Authority of Mongolia) on
September 4, 2008. The adjustment to the exercise price of the warrants resulted
in an accounting charge of $9,439,775 in the quarter ended September 30, 2008.
We did not record this accounting charge. As a result we have restated our Form
10-Q for the quarter ended September 30, 2008.

During the preparation of the financial statements for the
three months ended March 31, 2009, the Company determined that it should have
accounted for stock options granted to consultants under SFAS No. 123 (revised
2004), Share-Based Payment (SFAS 123R) and EITF No. 96-18, Accounting for
Equity Investments That Are Issued to Other Than Employees for Acquiring or in
Conjunction with Selling Goods and Services. As such, the fair value of such
options is periodically re-measured during the vesting period using the
Black-Scholes option-pricing model and expense is recognized over the service /
vesting period. The resulting cumulative adjustment as of December 31, 2008
amounted to $832,655. Based on the Companys analysis in accordance with SFAS
No. 154 Accounting for Changes and Errors (SFAS 154) and Staff Accounting
Bulletin No. 108 (SAB 108) it was determined that the error was immaterial to
any prior periods. However, since it is material to the three months period
ended March 31, 2009, we corrected the cumulative error in the opening balance
sheet as of January 1, 2009 and also adjusted the prior period consolidated
statement of operations and consolidated cash flow statement.

During the preparation of the financial statements for the
three months ended March 31, 2009, we determined that in prior periods we did
not properly account for our defined benefit pension plan in accordance with
SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other
Postretirement Plans, an amendment of SFAS Nos. 87, 88, 106 and 132R (SFAS
158). However, on July 16, 2009, we determined that this was not an error but a
change in accounting policy that is not preferable and hence reversed the
adjustment of $129,070 again.

Changes in Internal Control over Financial Reporting

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

PART IIOTHER INFORMATION

Item 1. Legal Proceedings.

There are no material pending legal proceedings to which our
company or any of our subsidiaries is a party or of which any of our properties,
or the properties of any of our subsidiaries, is the subject. In addition, we do
not know of any such proceedings contemplated by any governmental authorities.

---

34

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

None.

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.

Exhibit Number
    Description(3)
    Articles of Incorporation and Bylaws3.1
    Articles of Incorporation (incorporated by reference to
      an exhibit to our Registration Statement on Form SB-2 filed on July 14,
      2003)3.2
    Certificate of Amendment to Articles of Incorporation of
      Express Systems Corporation filed on April 2, 2007 (changing name to Manas
      Petroleum Corporation) (incorporated by reference to an exhibit to our
      Current Report on Form 8-K filed on April 17, 2007)3.3
    Amended and Restated By-laws (incorporated by reference
      to an exhibit to our Current Report on Form 8-K filed on June 15, 2009)(4)
    Instruments Defining the Rights of Security Holders,
      including Indentures4.1
    Form of Share Certificate (incorporated by reference to
      an exhibit to our Registration Statement on Form SB-2 filed on July 14,
      2003)4.2
    Form of Debenture (incorporated by reference to an
      exhibit to our Current Report on Form 8-K filed on May 16, 2008)4.3
    Form of Loan Agreement (incorporated by reference to an
      exhibit to our Current Report on Form 8-K filed on August 25, 2008)(10)
    Material Contracts10.1
    Share Exchange Agreement, dated November 23, 2007
      (incorporated by reference to an exhibit to our Current Report on Form 8-K
      filed on April 17, 2007)10.2
    Form of Securities Purchase Agreement (incorporated by
      reference to an exhibit to our Current Report on Form 8-K filed on April
      17, 2007)10.3
    Form of Warrant A to Purchase Manas Petroleum Corporation
      Common Stock (incorporated  by reference to an exhibit to our
      Current Report on Form 8-K filed on April 17, 2007)10.4
    Form of Warrant B to Purchase Manas Petroleum Corporation
      Common Stock (incorporated by reference to an exhibit to our Current
      Report on Form 8-K filed on April 17, 2007)10.5
    Form of July 31, 2007 Warrants to Purchase Manas
      Petroleum Corporation Common Stock (incorporated by reference to an
      exhibit to our Registration Statement on Form SB-2 filed on November 21,
      2007)10.6
    Form of Escrow Agreement (incorporated by reference to an
      exhibit to our Current Report on Form 8- K filed on April 17, 2007)10.7
    Form of Subscription Agreement (incorporated by reference
      to an exhibit to our Current Report on Form 8-K filed on April 17, 2007)


---

35

Exhibit Number
    Description10.8
    Alexander Becker employment agreement, dated April 1,
      2007 (incorporated by reference to an exhibit to our Current Report on
      Form 8-K filed on April 17, 2007)10.9
    Heinz Scholz employment agreement, dated April 1, 2007
      (incorporated by reference to an exhibit to our Current Report on Form 8-K
      filed on April 17, 2007)10.10
    Peter-Mark Vogel employment agreement, dated April 1,
      2007 (incorporated by reference to an exhibit to our Current Report on
      Form 8-K filed on April 17, 2007)10.11
    Yaroslav Bandurak employment agreement, dated April 1,
      2007 (incorporated by reference to an exhibit to our Current Report on
      Form 8-K filed on April 17, 2007)10.12
    Farm-In Agreement, dated April 10, 2007 (incorporated by
      reference to an exhibit to our Current Report on Form 8-K filed on April
      17, 2007)10.13
    Talas Gold Consulting Agreement, dated February 20, 2007
      (incorporated by reference to an exhibit to our Current Report on Form 8-K
      filed on April 17, 2007)10.14
    Form of Lock-Up Agreement for Affiliates (incorporated by
      reference to an exhibit to our Current Report on Form 8-K filed on April
      17, 2007)10.15
    Form of Lock-Up Agreement for Minority Shareholders
      (incorporated by reference to an exhibit to our Current Report on Form 8-K
      filed on April 17, 2007)10.16
    2007 Omnibus Stock Option Plan (incorporated by reference
      to an exhibit to our Current Report on Form 8-K filed on April 17, 2007)10.17
    Employment Agreement between Manas Petroleum Corporation
      and Neil Maedel as Vice President of Business Development, dated and
      effective on or about June 1, 2007 (incorporated by reference to an
      exhibit to our current report on Form 8-K filed on June 7, 2007)10.18
    Form of Securities Purchase Agreement for July 31, 2007
      private placement (incorporated by reference to an exhibit to our
      Registration Statement on Form SB-2 filed on November 21, 2007)10.19
    Form of Amendment to the Securities Purchase Agreement
      for July 31, 2007 (incorporated by reference to an exhibit to our
      Registration Statement on Form SB-2 filed on November 21, 2007)10.20
    Sub-Tenancy Agreement, dated October 26, 2006, between
      Heinz Scholz and DWM Petroleum (incorporated by reference to an exhibit to
      our Registration Statement on Form SB-2 filed on November 21, 2007)10.21
    Agreement, dated September 5, 2005, between Varuna AG and
      DWM Petroleum (incorporated by reference to an exhibit to our Registration
      Statement on Form SB-2 filed on November 21, 2007)10.22
    Agreement, dated September 5, 2005, between Heinz Scholz
      and DWM Petroleum (incorporated by reference to an exhibit to our
      Registration Statement on Form SB-2 filed on November 21, 2007)


---

36

Exhibit Number
    Description10.23
    Employment Agreement between Thomas Flottmann and Manas
      Petroleum Corporation, dated December 1, 2007 (incorporated by reference
      to an exhibit to our Current Report on Form 8-K filed on February 26,
      2008)10.24
    Employment Agreement between Rahul Sen Gupta and Manas
      Petroleum Corporation, dated February 1, 2007 (incorporated by reference
      to an exhibit to our Current Report on Form 8-K filed on February 26,
      2008)10.25
    Form of Debenture (incorporated by reference to an
      exhibit to our Current Report on Form 8-K filed on May 16, 2008)10.26
    Form of Warrants (incorporated by reference to an exhibit
      to our Current Report on Form 8-K filed on May 16, 2008)10.27
    Form of Subscription Agreement (incorporated by reference
      to an exhibit to our Current Report on Form 8-K filed on May 16, 2008)10.28
    Form of Loan Agreement (incorporated by reference to an
      exhibit to our Current Report on Form 8-K filed on August 25, 2008)10.29
    Form of Securities Purchase Agreement, Including the Form
      of the Warrant (incorporated by reference to an exhibit to our Current
      Report on Form 8-K filed on September 15, 2008)10.30
    Letter Agreement  Phase 2 Work Period with Santos
      International Operations Pty. Ltd, dated August 19, 2008 (incorporated by
      reference to an exhibit to our Annual Report on Form 10-K filed on April
      15, 2009)10.31
    Side Letter Agreement  Phase 1 Completion and Cash
      Instead of Shares with Santos International Holdings Pty Ltd, dated
      November 24, 2008 (incorporated by reference to an exhibit to our Annual
      Report on Form 10-K filed on April 15, 2009)10.32
    Amended 2007 Omnibus Stock Option Plan (incorporated by
      reference to an exhibit to our Annual Report on Form 10-K filed on April
      15, 2009)10.33
    Production Sharing Contract for Exploration, Development
      and Production of Petroleum in Onshore Albania  Block A-B  between
      Ministry of Economy, Trade and Energy of Albania and DWM Petroleum dated
      July 31, 2007 (incorporated by reference to an exhibit to our Quarterly
      Report on Form 10-Q/A filed on July 24, 2009)10.34
    Production Sharing Contract for Exploration, Development
      and Production of Petroleum in Onshore Albania  Block D-E - between
      Ministry of Economy, Trade and Energy of Albania and DWM Petroleum dated
      July 31, 2007 (incorporated by reference to an exhibit to our Quarterly
      Report on Form 10-Q/A filed on July 24, 2009)10.35
    Employment and Non-Competition Agreement with Michael
      Velletta dated February 1, 2008 (incorporated by reference to an exhibit
      to our Quarterly Report on Form 10-Q/A filed on July 24, 2009)10.36
    Promissory note issued to Heinz Scholz dated December 5,
      2008 (incorporated by reference to an exhibit to our Quarterly Report on
      Form 10-Q/A filed on July 24, 2009)10.37
    Promissory Note issued to Peter-Mark Vogel dated December
      5, 2008 (incorporated by reference to an exhibit to our Quarterly Report
      on Form 10-Q/A filed on July 24, 2009)10.38
    Promissory note issued to Alexander Becker dated December
      5, 2008 (incorporated by reference to an exhibit to our Quarterly Report
      on Form 10-Q/A filed on July 24, 2009)10.39
    Promissory note issued to Michael Velletta dated December
      5, 2008 (incorporated by reference to an exhibit to our Quarterly Report
      on Form 10-Q/A filed on July 24, 2009)10.40
    Cancellation of Sub-Tenancy Contract with Heinz Scholz
      dated January 19, 2009 (incorporated by reference to an exhibit to our
      Quarterly Report on Form 10-Q/A filed on July 24, 2009)


---

37

Exhibit Number
    Description10.41
    Consulting Frame Contract with Varuna AG dated February
      1, 2009 (incorporated by reference to an exhibit to our Quarterly Report
      on Form 10-Q/A filed on July 24, 2009)10.42
    Termination Agreement with Thomas Flottmann dated January
      31, 2009 (incorporated by reference to an exhibit to our Quarterly Report
      on Form 10-Q/A filed on July 24, 2009)10.43
    Consulting Frame Contract with Thomas Flottmann dated
      January 22, 2009 (incorporated by reference to an exhibit to our Quarterly
      Report on Form 10-Q/A filed on July 24, 2009)10.44
    Amendment to the Notice with Terms and Condition for the
      Termination of Employment Agreement with Rahul Sen Gupta dated February
      26, 2009 (incorporated by reference to an exhibit to our Quarterly Report
      on Form 10-Q/A filed on July 24, 2009)10.45
    Amendment to the Termination Agreement with Rahul Sen
      Gupta dated March 31, 2009 (incorporated by reference to an exhibit to our
      Quarterly Report on Form 10-Q/A filed on July 24, 2009)10.46
    Termination Agreement with Peter-Mark Vogel dated January
      30, 2009 (incorporated by reference to an exhibit to our Quarterly Report
      on Form 10-Q/A filed on July 24, 2009)10.47
    Consulting Frame Contract with Peter-Mark Vogel dated
      March 26, 2009 (incorporated by reference to an exhibit to our Quarterly
      Report on Form 10-Q/A filed on July 24, 2009)10.48
    Employment and Non-Competition Agreement with Erik Herlyn
      dated June 25, 2007 (incorporated by reference to an exhibit to our
      Quarterly Report on Form 10-Q/A filed on July 24, 2009)10.49
    Amendment to Employment Agreement with Erik Herlyn dated
      May 14, 2008 (incorporated by reference to an exhibit to our Quarterly
      Report on Form 10-Q/A filed on July 24, 2009)10.50
    Amendment to Employment Agreement with Yaruslav dated
      November 4, 2007 (incorporated by reference to an exhibit to our Quarterly
      Report on Form 10-Q/A filed on July 24, 2009)10.51
    Production Sharing Contract for Contract Area Tsagaan
      Els-XIII between the Petroleum Authority of Mongolia and DWM Petroleum
      (incorporated by reference to an exhibit to our Quarterly Report on Form
      10-Q/A filed on July 24, 2009)10.52
    Production Sharing Contract for Contract Area
      Zuunbayan-XIV between the Mineral Resources and Petroleum Authority of
      Mongolia and DWM Petroleum (incorporated by reference to an exhibit to our
      Quarterly Report on Form 10-Q/A filed on July 24, 2009)10.53
    Letter from AKBN regarding Production Sharing Contracts
      for Blocks A-B and D-E dated May 5, 2009 (incorporated by reference to an
      exhibit to our Quarterly Report on Form 10-Q/A filed on July 24, 2009)10.54
    Employment Agreement between Ari Muljana and Manas
      Petroleum Corporation dated April 1, 2009 (incorporated by reference to an
      exhibit to our Registration Statement on Form S-1 filed on July 30, 2009)10.55
    Consultancy Agreement dated November 21, 2008 with Dr.
      Richard Schenz (incorporated by  reference to an exhibit to our
      Current Report on Form 8-K filed on August 13, 2009)10.56
    Non Statutory Stock Option Agreement dated August 10,
      2009 with Dr. Richard Schenz ($0.68) (incorporated by reference to an
      exhibit to our Current Report on Form 8-K filed on August 13, 2009)


---

38

Exhibit Number
      Description10.57
      Non Statutory Stock Option
          Agreement dated August 10, 2009 with Dr. Richard Schenz ($0.79) (incorporated
          by reference to an exhibit to our Current Report on Form 8-K filed on
          August 13, 2009)10.58*
      Production
          Sharing Contract for Exploration, Development and Production of Petroleum
          in Onshore Albania  Block 2-3  between Ministry
          of Economy, Trade and Energy of Albania and DWM Petroleum dated November
          7, 200810.59*
      Letter of Intent with WWI Resources
          Ltd. dated November 19, 2009(14)
      Code of Ethics14.1
      Code of Ethics, adopted May
          1, 2007 (incorporated by reference to an exhibit to our Registration
          Statement on Form SB-2 filed on November 21, 2007)(21)
      Subsidiaries21.1
      Subsidiaries of Manas Petroleum
          Corporation 
          CJSC Somon Oil, Dushambe, Tajikistan, 90% interest 
          DWM Petroleum A.G., Switzerland, 100% interest 
          Manas Petroleum A.G., Switzerland, 100% interest 
          Manas Energia Limitada, Chile, 100% interest 
          Manas Petroleum of Chile Corporation, Canada, 100% interest 
          Manas Management Services Ltd., Bahamas, 100% interest(31)
      Rule 13a-14 Certifications31.1*
      Section 302 Certification of
          Chief Executive Officer31.2*
      Section 302 Certification of
          Chief Financial Officer(32)
      Section 1350 Certifications32.1*
      Section 906 Certification of
          Chief Executive Officer32.2*
      Section 906 Certification of
          Chief Financial Officer


* Filed herewith.

---

39

SIGNATURES

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

| | MANAS PETROLEUM CORPORATION                                
| | -----------------------------------------------------------
| |                                                            
| | By                                                         
| | /s/
      Erik Herlyn                                      
| | Erik Herlyn                                                
| | Chief Executive Officer                                    
| | (Principal Executive Officer)                              
| |                                                            
| | Date: November 23, 2009                                    
| |                                                            
| |                                                            
| | By                                                         
| | /s/
      Ari Muljana                                      
| | Ari Muljana                                                
| | Chief Financial Officer and Treasurer                      
| | (Principal Financial Officer and Principal
      Accounting
| | Officer)                                                   
| |                                                            
| | Date: November 23, 2009                                    

---