---

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 March 31, 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

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 May 20, 2009.

---

TABLE OF CONTENTS

|PART
      IFINANCIAL INFORMATION                                                                         | 3 
|---------------------------------------------------------------------------------------------------------- | --
|Item
      1. Financial Statements                                                                         | 3 
|Item
      2. Managements Discussion and Analysis of Financial Condition and Results
      of Operations. | 19
|Item
      3. Quantitative and Qualitative Disclosures About Market Risk                                   | 19
|Item
      4T. Controls and Procedures.                                                                    | 25
|PART
      IIOTHER INFORMATION                                                                            | 26
|Item
      1. Legal Proceedings.                                                                           | 26
|Item
      2. Unregistered Sales of Equity Securities and Use of Proceeds                                  | 27
|Item
      3. Defaults Upon Senior Securities.                                                             | 27
|Item
      4. Submission of Matters to a Vote of Security Holders.                                         | 27
|Item
      5. Other Information                                                                            | 27
|Item
      6. Exhibits.                                                                                    | 30
|SIGNATURES*                                                                                                | 34

---

3

PART IFINANCIAL INFORMATION

Item 1. Financial Statements.

|MANAS PETROLEUM CORPORATION                                                     |  |             |   |  |               |   |   
|------------------------------------------------------------------------------- |  | ----------- | - |  | ------------- | - | --
|(A DEVELOPMENT STAGE COMPANY)                                                   |  |             |   |  |               |   |   
|CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                                     |  |             |   |  |              
|UNAUDITED                                                                       |  |             |   |  |               |   |   
|                                                                                |  |             |   |  |               |   |   
|                                                                                |  |             |   |  |               |   |   
|CONDENSED CONSOLIDATED BALANCE SHEETS                                           |  |             |   |  |               |   |   
|                                                                                |  |             |   |  |               |   |   
|                                                                                |  | 03.31.2009  |   |  | 12.31.2008    |   |   
|                                                                                |  | USD         |   |  | USD           |   |   
|                                                                                |  |             |   |  | (as restated) |   |   
|ASSETS                                                                          |  |             |   |  |               |   |   
|                                                                                |  |             |   |  |               |   |   
|Cash and cash equivalents                                                       |  | 144,783     |   |  | 225,993       |   |   
|Restricted cash                                                                 |  | 5,737,386   |   |  | 7,951,784     |   |   
|Accounts receivable                                                             |  | 104,766     |   |  | 96,339        |   |   
|Prepaid expenses                                                                |  | 111,407     |   |  | 165,632       |   |   
|Total current assets                                                            |  | 6,098,342   |   |  | 8,439,748     |   |   
|                                                                                |  |             |   |  |               |   |   
|                                                                                |  |             |   |  |               |   |   
|Debt issuance costs                                                             |  | 210,572     |   |  | 254,311       |   |   
|Tangible fixed assets                                                           |  | 214,750     |   |  | 231,245       |   |   
|Investment in associate                                                         |  | 238,304     |   |  | 238,304       |   |   
|Total non-current assets                                                        |  | 663,626     |   |  | 723,860       |   |   
|                                                                                |  |             |   |  |               |   |   
|                                                                                |  |             |   |  |               |   |   
|TOTAL ASSETS                                                                    |  | 6,761,968   |   |  | 9,163,608     |   |   
|                                                                                |  |             |   |  |               |   |   
|                                                                                |  |             |   |  |               |   |   
|                                                                                |  |             |   |  |               |   |   
|LIABILITIES AND SHAREHOLDERS' EQUITY                                            |  |             |   |  |               |   |   
|                                                                                |  |             |   |  |               |   |   
|Accounts payable                                                                |  | 1,109,128   |   |  | 1,047,315     |   |   
|Bank loan                                                                       |  | -           |   |  | 1,220,000     |   |   
|Warrant liability                                                               |  | 92,639      |   |  | -             |   |   
|Accrued expenses Exploration costs                                              |  | 174,671     |   |  | 120,000       |   |   
|Accrued expenses Professional fees                                              |  | 159,522     |   |  | 259,129       |   |   
|Accrued expenses Interest                                                       |  | 177,315     |   |  | 98,678        |   |   
|Accrued expenses Commissions                                                    |  | 70,000      |   |  | 70,000        |   |   
|Other accrued expenses                                                          |  | 29,293      |   |  | 122,066       |   |   
|Total current liabilities                                                       |  | 1,812,568   |   |  | 2,937,188     |   |   
|                                                                                |  |             |   |  |               |   |   
|Participation liabilities                                                       |  | 640,000     |   |  | 640,000       |   |   
|Contingently convertible loan                                                   |  | 1,767,189   |   |  | 1,739,178     |   |   
|Debentures                                                                      |  | 3,545,805   |   |  | 3,448,540     |   |   
|Promissory notes to shareholders                                                |  | 540,646     |   |  | 540,646       |   |   
|Other non-current
      liabilities                                             |  | 43,864      |   |  | 43,867        |   |   
|Total non-current liabilities                                                   |  | 6,537,504   |   |  | 6,412,231     |   |   
|                                                                                |  |             |   |  |               |   |   
|                                                                                |  |             |   |  |               |   |   
|TOTAL LIABILITIES                                                               |  | 8,350,072   |   |  | 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                                                      |  | 36,205,129  |   |  | 44,466,713    |   | 1)
|Deficit accumulated during the development stage                                |  | (37,808,495 | ) |  | (44,685,828   | ) | 1)
|Accumulated other comprehensive income /
      (loss)                           |  |             |   |  |               |   |   
|Change in pension liability                                                     |  | (129,070    | ) |  | (129,070      | ) |   
|Currency translation adjustment                                                 |  | 25,280      |   |  | 43,322        |   |   
|Total shareholders'
      deficit                                               |  | (1,588,104  | ) |  | (185,811      | ) |   
|                                                                                |  |             |   |  |               |   |   
|                                                                                |  |             |   |  |               |   |   
|TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                      |  | 6,761,968   |   |  | 9,163,608     |   |   
|                                                                                |  |             |   |  |               |   |   
|1) Refer to Note 7 and 17 for details.                                          |  |             |   |  |               |   |   

---

4

|MANAS PETROLEUM CORPORATION                           |  |                            |   |  |               |             |    |  |                |   |   
|----------------------------------------------------- |  | -------------------------- | - |  | ------------- | ----------- | -- |  | -------------- | - | --
|(A DEVELOPMENT STAGE COMPANY)                         |  |                            |   |  |               |             |    |  |                |   |   
|CONDENSED CONSOLIDATED FINANCIAL STATEMENTS           |  |                            |   |  |               |             |    |  |               
|UNAUDITED                                             |  |                            |   |  |               |             |    |  |                |   |   
|                                                      |  |                            |   |  |               |             |    |  |                |   |   
|                                                      |  |                            |   |  |               |             |    |  |                |   |   
|CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS       |  |                            |   |  |               |             |    |  |               
|                                                      |  |                            |   |  |               |             |    |  |                |   |   
|                                                      |  | For the three months ended |   |  |               | Period from |    | 
|                                                      |  |                            |   |  |               |             |    |  | 05.25.2004     |   |   
|                                                      |  |                            |   |  |               |             |    |  | (Inception) to |   |   
|                                                      |  | 03.31.2009                 |   |  | 03.31.2008    |             |    |  | 03.31.2009     |   |   
|                                                      |  | USD                        |   |  | USD           |             |    |  | USD            |   |   
|                                                      |  |                            |   |  | (as restated) |             |    |  |                |   |   
|OPERATING REVENUES                                    |  |                            |   |  |               |             |    |  |                |   |   
|                                                      |  |                            |   |  |               |             |    |  |                |   |   
|                                                      |  | -                          |   |  | -             |             |    |  | 1,375,728      |   |   
|Total revenues                                        |  | -                          |   |  | -             |             |    |  | 1,375,728      |   |   
|                                                      |  |                            |   |  |               |             |    |  |                |   |   
|                                                      |  |                            |   |  |               |             |    |  |                |   |   
|OPERATING EXPENSES                                    |  |                            |   |  |               |             |    |  |                |   |   
|                                                      |  |                            |   |  |               |             |    |  |                |   |   
|Personnel costs                                       |  | (1,865,914                 | ) |  | (2,565,657    | )           |    |  | (18,207,642    | ) | 1)
|Exploration costs                                     |  | (264,260                   | ) |  | (261,612      | )           |    |  | (6,288,792     | ) |   
|Depreciation                                          |  | (16,495                    | ) |  | (9,684        | )           |    |  | (116,005       | ) |   
|Consulting fees                                       |  | (126,785                   | ) |  | (2,707,037    | )           | 2) |  | (7,526,119     | ) | 2)
|Administrative costs                                  |  | (236,984                   | ) |  | (622,947      | )           |    |  | (10,454,013    | ) |   
|Total operating
      expenses                        |  | (2,510,438                 | ) |  | (6,166,937    | )           |    |  | (42,592,570    | ) |   
|                                                      |  |                            |   |  |               |             |    |  |                |   |   
|Gain from sale of investment                          |  | -                          |   |  | -             |             |    |  | 3,864,197      |   |   
|Loss from sale of investment                          |  | -                          |   |  | -             |             |    |  | (900           | ) |   
|OPERATING LOSS                                        |  | (2,510,438                 | ) |  | (6,166,937    | )           |    |  | (37,353,546    | ) |   
|                                                      |  |                            |   |  |               |             |    |  |                |   |   
|                                                      |  |                            |   |  |               |             |    |  |                |   |   
|NON-OPERATING INCOME/ (EXPENSE)                       |  |                            |   |  |               |             |    |  |                |   |   
|Exchange differences                                  |  | 84,574                     |   |  | 61,938        |             |    |  | 64,782         |   |   
|Changes in fair value of warrants                     |  | 500,165                    |   |  | -             |             |    |  | 500,165        |   |   
|Warrants issuance expense                             |  | -                          |   |  | -             |             |    |  | (9,439,775     | ) |   
|Interest income                                       |  | 24,505                     |   |  | 49,251        |             |    |  | 528,411        |   |   
|Interest expense                                      |  | (307,990                   | ) |  | (2,686        | )           |    |  | (1,148,287     | ) |   
|Loss before taxes and equity in net loss of associate |  | (2,209,185                 | ) |  | (6,058,434    | )           |    |  | (46,848,249    | ) |   
|                                                      |  |                            |   |  |               |             |    |  |                |   |   
|                                                      |  |                            |   |  |               |             |    |  |                |   |   
|Taxes                                                 |  | (455                       | ) |  | (937          | )           |    |  | (3,995         | ) |   
|Equity in net loss of associate                       |  | -                          |   |  | -             |             |    |  | (24,523        | ) |   
|Minority interest
      in net income                 |  | -                          |   |  | -             |             |    |  | (18,700        | ) |   
|Net loss                                              |  | (2,209,639                 | ) |  | (6,059,372    | )           |    |  | (46,895,467    | ) |   
|                                                      |  |                            |   |  |               |             |    |  |                |   |   
|                                                      |  |                            |   |  |               |             |    |  |                |   |   
|Weighted average number of outstanding shares         |  | 119,051,733                |   |  | 112,577,994   |             |    |  | 105,868,353    |   |   
|                                                      |  |                            |   |  |               |             |    |  |                |   |   
|Basic and diluted
      loss per share                |  | (0.02                      | ) |  | (0.05         | )           |    |  | (0.44          | ) |   

1) Personnel costs include an adjustment regarding pension
  cost of $129,070. Refer to Note 17 for details.
  2) Consulting fees include an adjustment regarding stock-based compensation
  of $218,320 and $104,234 to the period from inception to March 31, 2009 and
  the three months ended March 31, 2008, respectively. Refer to Note 7 for details.

---

5

|MANAS PETROLEUM CORPORATION                                               |  |                            |   |  |               |             |    |  |                |   |   
|------------------------------------------------------------------------- |  | -------------------------- | - |  | ------------- | ----------- | -- |  | -------------- | - | --
|(A DEVELOPMENT STAGE COMPANY)                                             |  |                            |   |  |               |             |    |  |                |   |   
|CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                               |  |                            |   |  |               |             |    |  |               
|UNAUDITED                                                                 |  |                            |   |  |               |             |    |  |                |   |   
|                                                                          |  |                            |   |  |               |             |    |  |                |   |   
|CONDENSED CONSOLIDATED CASH FLOWSTATEMENT                                 |  |                            |   |  |               |             |    |  |               
|                                                                          |  |                            |   |  |               |             |    |  |                |   |   
|                                                                          |  | For the three months ended |   |  |               | Period from |    | 
|                                                                          |  |                            |   |  |               |             |    |  | 05.25.2004     |   |   
|                                                                          |  |                            |   |  |               |             |    |  | (Inception) to |   |   
|                                                                          |  | 03.31.2009                 |   |  | 03.31.2008    |             |    |  | 03.31.2009     |   |   
|                                                                          |  | USD                        |   |  | USD           |             |    |  | USD            |   |   
|                                                                          |  |                            |   |  | (as restated) |             |    |  |                |   |   
|OPERATINGACTIVITIES                                                       |  |                            |   |  |               |             |    |  |                |   |   
|                                                                          |  |                            |   |  |               |             |    |  |                |   |   
|Net loss for the period                                                   |  | (2,209,639                 | ) |  | (6,059,372    | )           |    |  | (46,895,467    | ) |   
|                                                                          |  |                            |   |  |               |             |    |  |                |   |   
|                                                                          |  |                            |   |  |               |             |    |  |                |   |   
|To reconcile net loss to net cash used                                    |  |                            |   |  |               |             |    |  |                |   |   
|in operating activities                                                   |  |                            |   |  |               |             |    |  |                |   |   
|                                                                          |  |                            |   |  |               |             |    |  |                |   |   
|Minority interest in net income                                           |  | -                          |   |  | -             |             |    |  | 18,700         |   |   
|Gain from sale of investment                                              |  | -                          |   |  | -             |             |    |  | (3,864,197     | ) |   
|Loss from sale of investment                                              |  | -                          |   |  | -             |             |    |  | 900            |   |   
|Equity in net loss of associate                                           |  | -                          |   |  | -             |             |    |  | 24,523         |   |   
|Depreciation                                                              |  | 16,495                     |   |  | 9,684         |             |    |  | 116,005        |   |   
|Amortization of debt issuance costs                                       |  | 43,739                     |   |  | -             |             |    |  | 139,338        |   |   
|Warrant issuance expense / (income)                                       |  | (500,165                   | ) |  | -             |             |    |  | 8,939,610      |   |   
|Exchange differences                                                      |  | (84,574                    | ) |  | (61,938       | )           |    |  | (64,782        | ) |   
|Interest expense on contingently convertible
      loan                   |  | 28,011                     |   |  | -             |             |    |  | 87,189         |   |   
|Interest expense on debentures                                            |  | 97,265                     |   |  | -             |             |    |  | 343,794        |   |   
|(Decrease) / increase in participation liabilities                        |  | -                          |   |  | -             |             |    |  | 640,000        |   |   
|Decrease / (increase) in receivables                                      |  | 45,798                     |   |  | (8,557        | )           |    |  | (210,979       | ) |   
|(Decrease) / increase in accounts payables                                |  | 61,812                     |   |  | (950          | )           |    |  | 572,806        |   |   
|(Decrease) / increase in accrued expenses                                 |  | 6,158                      |   |  | (261,685      | )           |    |  | 534,610        |   |   
|Change in pension liability                                               |  | -                          |   |  | -             |             |    |  | (85,203        | ) | 1)
|Stock-based compensation                                                  |  | 1,418,191                  |   |  | 4,433,346     |             | 2) |  | 19,068,688     |   | 2)
|Cash flow from operating activities                                       |  | (1,076,907                 | ) |  | (1,949,471    | )           |    |  | (20,634,464    | ) |   
|                                                                          |  |                            |   |  |               |             |    |  |                |   |   
|INVESTING ACTIVITIES                                                      |  |                            |   |  |               |             |    |  |                |   |   
|                                                                          |  |                            |   |  |               |             |    |  |                |   |   
|Purchase of tangible fixed assets and computer
      software             |  | -                          |   |  | (25,086       | )           |    |  | (409,797       | ) |   
|Sale of tangible fixed assets and computer software                       |  | -                          |   |  | -             |             |    |  | 79,326         |   |   
|Proceeds from sale of investment                                          |  | -                          |   |  | -             |             |    |  | 4,000,000      |   |   
|Decrease / (increase) restricted cash                                     |  | 2,214,398                  |   |  | -             |             |    |  | (5,737,386     | ) |   
|Acquisition of investment in associate                                    |  | -                          |   |  | -             |             |    |  | (67,747        | ) |   
|Cash flow from
      investing activities                                 |  | 2,214,398                  |   |  | (25,086       | )           |    |  | (2,135,604     | ) |   
|                                                                          |  |                            |   |  |               |             |    |  |                |   |   
|FINANCING ACTIVITIES                                                      |  |                            |   |  |               |             |    |  |                |   |   
|                                                                          |  |                            |   |  |               |             |    |  |                |   |   
|Contribution share capital founders                                       |  | -                          |   |  | -             |             |    |  | 80,019         |   |   
|Issuance of units                                                         |  | -                          |   |  | -             |             |    |  | 15,057,484     |   |   
|Issuance of contingently convertible loan                                 |  | -                          |   |  | -             |             |    |  | 1,680,000      |   |   
|Issuance of debentures                                                    |  | -                          |   |  | -             |             |    |  | 3,760,000      |   |   
|Issuance of promissory notes to shareholders                              |  | -                          |   |  | -             |             |    |  | 540,646        |   |   
|Issuance of warrants                                                      |  | -                          |   |  | -             |             |    |  | 670,571        |   |   
|Cash arising on recapitalization                                          |  | -                          |   |  | -             |             |    |  | 6,509          |   |   
|Shareholder loan repaid                                                   |  | -                          |   |  | (11,350       | )           |    |  | (3,385,832     | ) |   
|Shareholder loan raised                                                   |  | -                          |   |  | -             |             |    |  | 4,653,720      |   |   
|(Decrease) / increase in bank loan                                        |  | (1,220,000                 | ) |  | -             |             |    |  | -              |   |   
|Payment of debt issuance costs                                            |  | -                          |   |  | -             |             |    |  | (279,910       | ) |   
|(Decrease) / increase in bank overdraft                                   |  | -                          |   |  | (1,842        | )           |    |  | -              |   |   
|Cash flows from
      financing activities                                |  | (1,220,000                 | ) |  | (13,192       | )           |    |  | 22,783,207     |   |   
|                                                                          |  |                            |   |  |               |             |    |  |                |   |   
|                                                                          |  |                            |   |  |               |             |    |  |                |   |   
|Net change in cash and cash equivalents                                   |  | (82,509                    | ) |  | (1,987,749    | )           |    |  | 13,139         |   |   
|                                                                          |  |                            |   |  |               |             |    |  |                |   |   
|                                                                          |  |                            |   |  |               |             |    |  |                |   |   
|Cash and cash equivalents at the beginning of the period                  |  | 225,993                    |   |  | 8,480,771     |             |    |  | -              |   |   
|Currency translation effect on cash and cash equivalents                  |  | 1,299                      |   |  | 63,559        |             |    |  | 131,644        |   |   
|Cash and cash equivalents
      at the end of the period                  |  | 144,783                    |   |  | 6,556,581     |             |    |  | 144,783        |   |   
|                                                                          |  |                            |   |  |               |             |    |  |                |   |   
|                                                                          |  |                            |   |  |               |             |    |  |                |   |   
|Supplement schedule of non-cash investing
      and financing activities: |  |                            |   |  |               |             |    |  |                |   |   
|Forgiveness of debt by major shareholder                                  |  | -                          |   |  | -             |             |    |  | 1,466,052      |   |   
|Deferred consideration for interest in CJSC
      South Petroleum Co.     |  | -                          |   |  | -             |             |    |  | 193,003        |   |   
|Warrants issued to pay placement commission expenses                      |  | -                          |   |  | -             |             |    |  | 2,689,910      |   |   
|Debenture interest paid in common shares                                  |  | -                          |   |  | -             |             |    |  | 213,479        |   |   

1) Personnel costs include an adjustment regarding pension
  cost of $129,070. Refer to Note 17 for details.
  2) Consulting fees include an adjustment regarding stock-based compensation
  of $218,320 and $104,234 to the period from inception to March 31, 2009 and
  the three months ended March 31, 2008, respectively. Refer to Note 7 for details.

---

6

|MANAS PETROLEUM CORPORATION                                               |  |             |  |  |         |  |  |            |   |  |                 |   |  |             |       |  |                      |   |  |            
|------------------------------------------------------------------------- |  | ----------- |  |  | ------- |  |  | ---------- | - |  | --------------- | - |  | ----------- | ----- |  | -------------------- | - |  | -----------
|(A DEVELOPMENT STAGE COMPANY)                                             |  |             |  |  |         |  |  |            |   |  |                 |   |  |             |       |  |                      |   |  |            
|CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                               |  |             |  |  |         |  |  |            |   |  |                 |   |  |            
|UNAUDITED                                                                 |  |             |  |  |         |  |  |            |   |  |                 |   |  |             |       |  |                      |   |  |            
|                                                                          |  |             |  |  |         |  |  |            |   |  |                 |   |  |             |       |  |                      |   |  |            
|CONDENSED CONSOLIDATED STATEMENTS OFSHAREHOLDERS'
      EQUITY/ (DEFICIT) |  |             |  |  |        
|                                                                          |  |             |  |  |         |  |  |            |   |  |                 |   |  |             |       |  |                      |   |  |            
|                                                                          |  |             |  |  |         |  |  |            |   |  |                 |   |  |             |       |  |                      |   |  |            
|                                                                          |  |             |  |  |         |  |  |            |   |  |                 |   |  |             |       |  |                      |   |  |            
|                                                                          |  |             |  |  |         |  |  |            |   |  |                 |   |  | Accumulated |       |  |                      |   |  |            
|                                                                          |  |             |  |  |         |  |  |            |   |  | Deficit         |   |  | Other       |       |  |                      |   |  |            
|                                                                          |  |             |  |  |         |  |  |            |   |  | accumulated     |   |  | **Compre-** |       |  | **Total** **share-** |   |  | **Compre-**
|                                                                          |  |             |  |  |         |  |  | Additional |   |  | **during the**  |   |  | hensive     |       |  | holders'             |   |  | hensive    
|                                                                          |  | Number of   |  |  | Share   |  |  | paid-in    |   |  | **development** |   |  | **Income**  |       |  | equity /             |   |  | Income     
|SHAREHOLDERS' EQUITY/ (DEFICIT)                                           |  | Shares      |  |  | Capital |  |  | capital    |   |  | stage           |   |  | (Loss)      |       |  | (deficit)            |   |  | (Loss)     
|                                                                          |  |             |  |  |         |  |  |            |   |  |                 |   |  |             |       |  |                      |   |  |            
|Balance May 25, 2004                                                      |  | -           |  |  | -       |  |  | -          |   |  | -               |   |  | -           |       |  | -                    |   |  | -          
|Contribution share capital from founders                                  |  | 80,000,000  |  |  | 80,000  |  |  | 19         |   |  | -               |   |  | -           |       |  | 80,019               |   |  | -          
|Currency translation adjustment                                           |  | -           |  |  | -       |  |  | -          |   |  | -               |   |  | (77,082     | )     |  | (77,082              | ) |  | (77,082    
|Net loss for the period                                                   |  | -           |  |  | -       |  |  | -          |   |  | (601,032        | ) |  | -           |       |  | (601,032             | ) |  | (601,032   
|Balance December 31, 2004                                                 |  | 80,000,000  |  |  | 80,000  |  |  | 19         |   |  | (601,032        | ) |  | (77,082     | )     |  | (598,095             | ) |  | (678,114   
|                                                                          |  |             |  |  |         |  |  |            |   |  |                 |   |  |             |       |  |                      |   |  |            
|                                                                          |  |             |  |  |         |  |  |            |   |  |                 |   |  |             |       |  |                      |   |  |            
|Balance January 1, 2005                                                   |  | 80,000,000  |  |  | 80,000  |  |  | 19         |   |  | (601,032        | ) |  | (77,082     | )     |  | (598,095             | ) |  |            
|Currency translation adjustment                                           |  | -           |  |  | -       |  |  | -          |   |  |                 |   |  | 218,699     |       |  | 218,699              |   |  | 218,699    
|Net loss for the year                                                     |  | -           |  |  | -       |  |  | -          |   |  | (1,993,932      | ) |  | -           |       |  | (1,993,932           | ) |  | (1,993,932 
|Balance December 31, 2005                                                 |  | 80,000,000  |  |  | 80,000  |  |  | 19         |   |  | (2,594,964      | ) |  | 141,617     |       |  | (2,373,328           | ) |  | (1,775,233 
|                                                                          |  |             |  |  |         |  |  |            |   |  |                 |   |  |             |       |  |                      |   |  |            
|                                                                          |  |             |  |  |         |  |  |            |   |  |                 |   |  |             |       |  |                      |   |  |            
|Balance January 1, 2006                                                   |  | 80,000,000  |  |  | 80,000  |  |  | 19         |   |  | (2,594,964      | ) |  | 141,617     |       |  | (2,373,328           | ) |  |            
|Forgiveness of debt by major shareholder                                  |  | -           |  |  | -       |  |  | 1,466,052  |   |  | -               |   |  | -           |       |  | 1,466,052            |   |  | -          
|Currency translation adjustment                                           |  | -           |  |  | -       |  |  | -          |   |  | -               |   |  | (88,153     | )     |  | (88,153              | ) |  | (88,153    
|Net income for the year                                                   |  | -           |  |  | -       |  |  | -          |   |  | 1,516,004       |   |  | -           |       |  | 1,516,004            |   |  | 1,516,004  
|Balance December
      31, 2006                                           |  | 80,000,000  |  |  | 80,000  |  |  | 1,466,071  |   |  | (1,078,960      | ) |  | 53,464      |       |  | 520,575              |   |  | 1,427,851  
|                                                                          |  |             |  |  |         |  |  |            |   |  |                 |   |  |             |       |  |                      |   |  |            
|                                                                          |  |             |  |  |         |  |  |            |   |  |                 |   |  |             |       |  |                      |   |  |            
|Balance January 1, 2007                                                   |  | 80,000,000  |  |  | 80,000  |  |  | 1,466,071  |   |  | (1,078,960      | ) |  | 53,464      |       |  | 520,575              |   |  |            
|Recapitalization transaction (Note 1)                                     |  | 20,110,400  |  |  | 20,110  |  |  | (356,732   | ) |  | -               |   |  | -           |       |  | (336,622             | ) |  | -          
|Stock-based compensation (as restated)                                    |  | 880,000     |  |  | 880     |  |  | 7,509,056  |   |  | -               |   |  | -           |       |  | 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
      (as restated)                                 |  | -           |  |  | -       |  |  | -          |   |  | (13,090,143     | ) |  | -           |       |  | (13,090,143          | ) |  | (13,090,143
|Balance December 31, 2007 (as restated)                                   |  | 112,156,488 |  |  | 112,156 |  |  | 21,815,283 |   |  | (14,169,103     | ) |  | 56,533      |       |  | 7,814,870            |   |  | (13,087,074
|                                                                          |  |             |  |  |         |  |  |            |   |  |                 |   |  |             |       |  |                      |   |  |            
|                                                                          |  |             |  |  |         |  |  |            |   |  |                 |   |  |             |       |  |                      |   |  |            
|Balance January 1, 2008 (as restated)                                     |  | 112,156,488 |  |  | 112,156 |  |  | 21,815,283 |   |  | (14,169,103     | ) |  | 56,533      |       |  | 7,814,870            |   |  |            
|Stock-based compensation (as restated)                                    |  | 2,895,245   |  |  | 2,895   |  |  | 10,137,666 |   |  | -               |   |  | -           |       |  | 10,140,561           |   |  | -          
|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              |   |  | -          
|Change in pension liability net of tax $0 (as
      restated)             |  |             |  |  |         |  |  |            |   |  |                 |   |  | (129,069    | )     |  | (129,069             | ) |  |            
|Currency translation adjustment                                           |  | -           |  |  | -       |  |  | -          |   |  | -               |   |  | (13,212     | )     |  | (13,212              | ) |  | (13,212    
|Net loss for the period
      (as restated)                               |  | -           |  |  | -       |  |  | -          |   |  | (30,516,725     | ) |  | -           |       |  | (30,516,725          | ) |  | (30,516,725
|Balance December 31, 2008 (as restated)                                   |  | 119,051,733 |  |  | 119,052 |  |  | 44,466,713 |   |  | (44,685,828     | ) |  | (85,748     | **)** |  | (185,811             | ) |  | (30,529,937
|                                                                          |  |             |  |  |         |  |  |            |   |  |                 |   |  |             |       |  |                      |   |  |            
|                                                                          |  |             |  |  |         |  |  |            |   |  |                 |   |  |             |       |  |                      |   |  |            
|Balance January 1, 2009                                                   |  | 119,051,733 |  |  | 119,052 |  |  | 44,466,713 |   |  | (44,685,828     | ) |  | (85,748     | )     |  | (185,811             | ) |  |            
|Adoption of EITF 07-05                                                    |  | -           |  |  | -       |  |  | (9,679,775 | ) |  | 9,086,971       |   |  | -           |       |  | (592,804             | ) |  | -          
|Stock-based compensation                                                  |  | -           |  |  | -       |  |  | 1,418,191  |   |  | -               |   |  | -           |       |  | 1,418,191            |   |  | -          
|Currency translation adjustment                                           |  | -           |  |  | -       |  |  | -          |   |  | -               |   |  | (18,042     | )     |  | (18,042              | ) |  | (18,042    
|Net loss for the period                                                   |  | -           |  |  | -       |  |  | -          |   |  | (2,209,639      | ) |  | -           |       |  | (2,209,639           | ) |  | (2,209,639 
|Balance March 31, 2009                                                    |  | 119,051,733 |  |  | 119,052 |  |  | 36,205,129 |   |  | (37,808,495     | ) |  | (103,790    | )     |  | (1,588,104           | ) |  | (2,227,681 
|                                                                          |  |             |  |  |         |  |  |            |   |  |                 |   |  |             |       |  |                      |   |  |            
|1) Refer to Note 7 and 17 for details.                                    |  |             |  |  |         |  |  |            |   |  |                 |   |  |             |       |  |                      |   |  |            
|2) Refer to Note 9 for details.                                           |  |             |  |  |         |  |  |            |   |  |                 |   |  |             |       |  |                      |   |  |            

---

7

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 months ended March 31, 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 March 31, 2009
  was $5,882,170, of which $5,737,386 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 $144,783. The
  Groups net losses since inception until March 31, 2009 were $46,895,467.

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. In addition, the Company finalized negotiation for an additional
  loan of $1,300,000, which will be secured by the remaining escrow funds in Mongolia.

---

8

Based on our expected monthly burn rate per month, we estimate
  that we have sufficient working capital to fund operations for nine months.

In order to continue to fund operations for the next twelve
months and 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, we expect to obtain $3,900,000 from
internal sources and to need additional funding from external sources of
approximately $1,000,000.

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 March 31, 2009 and
December 31, 2008 and for the three months ended March 31, 2009 and 2008 and for
the period from inception, May 25, 2004, to March 31, 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.

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

4. RECENT ACCOUNTING PRONOUNCEMENTS

In December 2007, the FASB issued SFAS 141(R) "Business
Combinations," which replaces SFAS 141. SFAS 141(R) requires all business
combinations completed after the effective date to be accounted for by applying
the acquisition method (previously referred to as the 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. SFAS 141(R) becomes effective for fiscal periods beginning after
December 15, 2008. This statement did not have an effect on the Company's
financial statements.

---

9

In December 2007, the FASB issued Financial Accounting Standard
No. 160, Non-controlling Interests in Financial Statementsan amendment of ARB
No. 51 (SFAS 160). SFAS 160 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. SFAS 160 was
adopted by the Company effective January 1, 2009 and did not have an effect on
the Companys financial statements.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about
  Derivative Instruments and Hedging Activities, an amendment of FASB Statement
  No. 133" (SFAS 161). SFAS 161 amends and expands the disclosure
  requirements of 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 SFAS 133 and its related interpretations,
  and how derivative instruments and related hedged items affect an entity's financial
  position, financial performance, and cash flows. SFAS 161 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. SFAS 161 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. 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 SFAS No. 133, the Company
  determined that 69,966,707 of the warrants outstanding are not considered indexed
  to the Company's own stock under EITF 07-05, as the respective agreements include
  reset features. As such, the Company determined these warrants to be under the
  scope of SFAS No. 133, and at March 31, 2009, reclassified the fair value of
  these derivative instruments of $592,804 from stockholders equity to a
  short-term liability, as described further in Note 9. The fair value of the
  warrants subject to EITF 07-05, and therefore under the scope of SFAS No. 133,
  are adjusted to fair market value at the end of each reporting period.

In February 2008, the FASB issued Staff Position (FSP) FAS
157-2, "Effective Date of FASB Statement No. 157" ("FSP 157-2") 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 of as of January 1, 2009 the remaining provisions did not have a
material effect on the Companys financial position and results of operations.

In April 2008, the FASB issued 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). EITF 07-05 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. EITF 07-05 is effective for financial statements issued for
  fiscal years beginning after December 15, 2008 (our fiscal year 2009). We adopted
  EITF 07-05 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 EITF 07-05 are 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
  period ended March 31, 2009 was $500,166 and $0 respectively.

In May 2008, the FASB issued SFAS 162, The Hierarchy of
Generally Accepted Accounting Principles ("SFAS 162"). SFAS 162 identifies
the sources of accounting principles and the framework for selecting the
principles to be used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with

---

10

generally accepted accounting principles (GAAP). SFAS 162
directs the GAAP hierarchy to the entity, not the independent auditors, as the
entity is responsible for selecting accounting principles for financial
statements that are presented in conformity with GAAP. SFAS 162 was adopted in
the first quarter of 2009. The adoption of SFAS 162 did not have a significant
impact on the Companys results of operations or financial positions.

In November 2008, the Emerging Issues Task Force issued Issue
08-6 (EITF 08-06), Equity Method Investment Accounting Considerations.
This Issue addresses the impact that SFAS 141(R) and 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. The Issue is to be implemented prospectively and
is effective for fiscal years beginning after December 15, 2008. The adoption of
EITF 08-06 did not have a significant impact on the Companys results of
operations or financial positions.

In May 2008 the FASB issued 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. FSP APB 14-1 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, FSP APB 14-1 requires that when such debt instruments are repaid
or converted any consideration transferred at settlement is to be allocated
between the extinguishment of the liability component and the reacquisition of
the equity component. FSP APB 14-1 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.

5. CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

|                                |  |               |  |  |               |  |  |               |  |  | USD (held   |  |  |                |  |  |                    | 
|------------------------------- |  | ------------- |  |  | ------------- |  |  | ------------- |  |  | ----------- |  |  | -------------- |  |  | ------------------ | 
|                                |  | USD (held     |  |  | USD (held     |  |  | USD (held     |  |  | in other    |  |  | USD TOTAL      |  |  | USD TOTAL          | 
|                                |  | in
      USD) |  |  | in
      EUR) |  |  | in
      CHF) |  |  | currencies) |  |  | March 31, 2009 |  |  | Dec
      31, 2008 | 
|Bank and postal accounts        |  | 138,428       |  |  | 508           |  |  | 1,656         |  |  | 4,191       |  |  | 144,783        |  |  | 225,993            | 
|Cash and Cash
      Equivalents |  | 138,428       |  |  | 508           |  |  | 1,656         |  |  | 4,191       |  |  | 144,783        |  |  | 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. The Group immediately paid its bank loan of $1,220,000 and
accumulated interest of $34,248. As a result, the Group was able to free up cash
in the amount of $745,752 net of all costs and charges at the Groups own
disposal (no restriction or limitation of these funds after release).

As of March 31, 2009 the Group has a bank guarantee for our
Albanian project of $3,737,386 as well as two escrow accounts for our Mongolian
project of $2,000,000 which is considered restricted cash.

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

---

11

|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                                  | -                | -        | -            | -       
|Cost at March 31                           | 129,563          | 127,379  | 47,375       | 304,317 
|                                           |                  |          |              |         
|Accumulated depreciation at January 1      | (36,554)         | (26,400) | (10,117)     | (73,072)
|Depreciation                               | (7,757)          | (6,369)  | (2,369)      | (16,495)
|Accumulated depreciation
      at March 31 | (44,312)         | (32,769) | (12,486)     | (89,567)
|                                           |                  |          |              |         
|Net book value
      at March 31           | 85,251           | 94,610   | 34,889       | 214,750 

Depreciation expense for the three months period ended March
31, 2009 and 2008 were $16,495 and $9,684.

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 assumptions noted in the
following table.

|                                                                                             |  | March 31, 2009 |  |  | March 31, 2008 | 
|-------------------------------------------------------------------------------------------- |  | -------------- |  |  | -------------- | 
|Expected dividend yield                                                                      |  | *              |  |  | 0%             | 
|Expected
      volatility                                                                    |  | *              |  |  | 50%            | 
|Risk-free interest rate                                                                      |  | *              |  |  | 4.851%         | 
|Expected term(in
      years)                                                                |  | *              |  |  | 6              | 
|                                                                                             |  |                |  |  |                | 
|* During the three months ended March 31, 2009, the
      Company did not grant any options. | 

During the three months ended March 31, 2008, the weighted
average fair value of options granted was $1.127 at the grant date (February 1,
2008).

A summary of option activity under the Plans as of March 31,
2009 is presented below:

---

12

|                                 |  |              |   |  |           |  |  | Weighted-       |  |  |           | 
|-------------------------------- |  | ------------ | - |  | --------- |  |  | --------------- |  |  | --------- | 
|                                 |  |              |   |  | Weighted- |  |  | average         |  |  |           | 
|                                 |  |              |   |  | average   |  |  | remaining       |  |  | Aggregate | 
|                                 |  | Shares under |   |  | exercise  |  |  | **contractual** |  |  | intrinsic | 
|Options                          |  | option       |   |  | price     |  |  | term            |  |  | value     | 
|Outstanding at December 31, 2008 |  | 11,650,000   |   |  | 4.00      |  |  |                 |  |  |           | 
|Granted                          |  | 0            |   |  | 0         |  |  |                 |  |  |           | 
|Exercised                        |  | 0            |   |  | 0         |  |  |                 |  |  |           | 
|Forfeited or expired             |  | (900,000     | ) |  | 4.00      |  |  |                 |  |  |           | 
|Outstanding at March 31, 2009    |  | 10,750,000   |   |  | 4.00      |  |  | 6.06            |  |  | 0         | 
|Exercisable at March 31, 2009    |  | 6,399,227    |   |  | 4.09      |  |  | 6.41            |  |  | 0         | 

For the three months ended March 31, 2009 and 2008, Manas recorded
  a total charge of $1,418,191 and $4,433,346 respectively, with respect to equity
  awards granted under the stock compensation and stock option plans. In the period
  ended March 31, 2009 all of these charges were recorded in personnel costs.
  In the period ended March 31, 2008 the stock based compensation expenses of
  $1,932,565 and $2,500,781 were recorded in personnel costs and consulting fees
  respectively. 900,000 stock options granted to consultants have been forfeited
  as of March 31, 2009. Due to the termination of employment of Thomas Flottmann,
  Peter-Mark Vogel and Rahul Sen Gupta their stock option plans have been terminated.
  However, the options remain exercisable for 90 days after termination. During
  the three months ending March 31, 2009, no options were granted nor exercised.

A summary of the status of the Companys non-vested shares as
of March 31, 2009 and changes during the period is presented below:

|                               |  |              |   |  | Weighted-      | 
|------------------------------ |  | ------------ | - |  | -------------- | 
|                               |  |              |   |  | average        | 
|                               |  | Shares under |   |  | **grant date** | 
|Nonvested
      options        |  | option       |   |  | fair value     | 
|Nonvested at December 31, 2008 |  | 5,506,548    |   |  | 1.79           | 
|Granted                        |  | -            |   |  | 0.00           | 
|Vested                         |  | (754,401     | ) |  | 1.88           | 
|Forfeited                      |  | (401,374     | ) |  | 1.70           | 
|Nonvested at March28, 2008     |  | 4,350,773    |   |  | 1.79           | 

As of March 31, 2009, there was $5,785,089 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 1.12 years.

During prior periods stock options for consultants have been
  accounted for under 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 on a straight line basis. 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. In addition, the Company determined
  that it should have applied the graded-vesting method for consultant stock options.

The resulting cumulative adjustment as of December 31, 2008 amounted
  to $218,320. 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 all prior
  periods. However, since it is material to the three months period ended March
  31, 2009, the Company corrected the cumulative error in the opening balance
  sheet as of January 1, 2009 and also adjusted the consolidated statement of
  operations and consolidated cash flow statement as follows:

---

13

|                                                                               |  | Before     |  |  |            |  |  |            | 
|------------------------------------------------------------------------------ |  | ---------- |  |  | ---------- |  |  | ---------- | 
|(all amounts in USD)                                                           |  | adjustment |  |  | Adjustment |  |  | Adjusted   | 
|Consolidated
      statement of operations                                     |  |            |  |  |            |  |  |            | 
|Consulting fees for the period from inception to March 31,
      2009          |  | -7,744,439 |  |  | 218,320    |  |  | -7,526,119 | 
|Consulting fees
      for the three months ended March 31, 2008                |  | -2,811,271 |  |  | 104,234    |  |  | -2,707,037 | 
|                                                                               |  |            |  |  |            |  |  |            | 
|Consolidated
      cash flow statement                                         |  |            |  |  |            |  |  |            | 
|Stock-based compensation for the period from inception to
      March 31, 2009 |  | 19,287,008 |  |  | -218,320   |  |  | 19,068,688 | 
|Stock-based
      compensation for the three months ended March 31, 2008       |  | 4,537,580  |  |  | -104,234   |  |  | 4,433,346  | 

The adjustments are preliminary. Prior years will be restated
  for the error in connection with the 10-K for the year ended December 31, 2009.

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 and subject to a floor of $1.00 per share. Interest can be paid in
the equivalent amount of unregistered common shares of the Company. If the
Company issues shares for proceeds in excess of $40,000,000, then up to 50% of
the proceeds are required to be used to pay down the Debentures.

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

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

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

For the three months ended March 31, 2009, we have accreted the
Debentures for the discount, including the beneficial conversion feature, that
relates to the current period ($97,265). At March 31, 2009 and December 31, 2008
the unamortized debt discount relating the debenture amounted to $454,196 and
$551,460, respectively.

9. WARRANTS

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

In April 2008, the FASB issued 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). EITF 07-05 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. EITF 07-05 is effective for financial statements issued for
fiscal years beginning after December 15, 2008 (our fiscal year 2009). We
adopted EITF 07-05 on the first day of our fiscal year 2009.

---

14

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 EITF 07-05 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 EITF
  07-05 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 periods ended March 31, 2009 and 2008 was $500,166 and $0 respectively.

10. BANK LOAN

On September 21, 2008, the Company entered into a loan
agreement (Debt) with a group of investors and raised a principal amount
equaling $2,440,000. Proceeds of $1,220,000 were received in the year ended
December 31, 2008. The Debt carries interest of 12% per annum payable at the
date of maturity and is payable in full on September 21, 2009. No issuance costs
apply.

Due to the global financial crises, the counterparty asked the
company to forfeit the second tranche of $1,220,000 late in November 2008.
Therefore, the total Debt amount raised during the year ended December 31, 2008
was $1,220,000 and no interest has to be paid on the outstanding portion of
$1,220,000.

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. As a result, the Group was able to free up cash
in the amount of $745,752 net of all costs and charges at the Groups own
disposal (no restriction or limitation of these funds after release).

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 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.

For the period ending March 31, 2009, we have accreted the
Loans for the discount that relates to the current period ($28,011). At March
31, 2009 and December 31, 2008 the unamortized debt discount relating the
contingently convertible loan amounted to $232,811 and $260,822,
respectively.

12. PROMISSORY NOTE

---

15

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 Shareholder Notes holder, which ever
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 March 31, 2009, the Company has not
received any written demand for repayment and did not raise $1,000,000 in
financing. Therefore, it is not obliged to repay the debt within the next 90
days.

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 14.

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 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 months period ended March 31, 2009, the
participation liability was not reduced as the Company has not incurred any
expenses on these work programs.

---

16

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           |  |  | Mar 31, 2008 |  |  | 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%         | 

|(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                  

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:

|Boardof directors                                                                                   |  | 01.01.-03.31.09 |  |  | 01.01.-03.31.08 | 
|--------------------------------------------------------------------------------------------------- |  | --------------- |  |  | --------------- | 
|                                                                                                    |  | USD             |  |  | USD             | 
|Payments to directors for office rent                                                               |  | 14,923          |  |  | 42,959          | 
|Payments to related companies controlled by directors                                               |  |                 |  |  |                 | 
|for rendered consultingservices                                                                     |  | 89,700          |  |  | -               | 
|                                                                                                    |  |                 |  |  |                 | 
|                                                                                                    |  | 03.31.09        |  |  | 12.31.08        | 
|                                                                                                    |  | USD             |  |  | USD             | 
|Promissory notes fromdirectors                                                                      |  | 386,305         |  |  | 540,646         | 
|                                                                                                    |  |                 |  |  |                 | 
|Promissory note fromformer director (Peter-Mark Vogel)
      agreed on Dec 5, 2008 over USD 154,341 | 

For the three months ended March 31, 2009, the Group paid
$89,700 to a firm which is controlled by one of the Companys Director for legal
consulting services

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 and Albania
may be subject to legal actions and complaints. Management believes that the
ultimate liability, if any, arising from such actions or complaints will not
have a material adverse effect on the financial condition or the results of
future operations of the associate/subsidiaries in the Kyrgyz Republic, Republic
of Tajikistan, Chile and Albania.

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.

---

17

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 March 31, 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 March 31, 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 plan

The 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.

Net periodic pension cost has been included in the Companys
results as follows:

|Pension expenses                     |  | 01.01-03.31.09 |  |  | 01.01.-03.31.08 | 
|------------------------------------ |  | -------------- |  |  | --------------- | 
|                                     |  | USD            |  |  | USD             | 
|Net service cost                     |  | 7,313          |  |  | 2,582           | 
|Interest cost                        |  | 4,688          |  |  | 2,290           | 
|Expected return onassets             |  | -3,511         |  |  | -2,258          | 
|Amortizationof net
      (gain)/loss |  | -              |  |  | -               | 
|Net periodic pension cost            |  | 8,490          |  |  | 2,614           | 

During the three months ended March 31, 2009 and 2008 the
Company made cash contributions of approximately $13,000 and $11,000,
respectively to its defined benefit pension plan. The company expects to make
additional cash contributions of approximately $24,580 to its defined benefit
pension plans during the remainder of 2009.

During the preparation of the financial statements for the
three months ended March 31, 2009, the Company determined that in prior periods
it did not properly account for its 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)

The resulting cumulative adjustment as of December 31, 2008
amounted to $129,070. 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, the Company corrected the cumulative error in the opening
balance sheet as of January 1, 2009 and also adjusted the consolidated statement
of operations and consolidated cash flow statement as follows:

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18

|                                                                                  |  | Before      |  |  |            |  |  |             | 
|--------------------------------------------------------------------------------- |  | ----------- |  |  | ---------- |  |  | ----------- | 
|(all amounts in USD)                                                              |  | adjustment  |  |  | Adjustment |  |  | Adjusted    | 
|Consolidated
      statement of operations                                        |  |             |  |  |            |  |  |             | 
|Personnel costs for the period from inception to March 31,
      2009             |  | -18,336,712 |  |  | 129,070    |  |  | -18,207,642 | 
|Personnel costs
      for the three months ended March 31, 2008                   |  | -2,565,657  |  |  | 0          |  |  | -2,565,657  | 
|                                                                                  |  |             |  |  |            |  |  |             | 
|Consolidated
      cash flow statement                                            |  |             |  |  |            |  |  |             | 
|Change in pension liability for the period from inception
      to March 31, 2009 |  | 43,867      |  |  | -129,070   |  |  | -85,203     | 
|Change in pension
      liability for the three months ended March 31, 2008       |  | 0           |  |  | 0          |  |  | 0           | 

Prior years will be restated for the error in connection with
the 10-K for the year ended December 31, 2009.

18. FAIR VALUE MEASUREMENT

SFAS 157 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 March
31, 2009 are classified in one of the three categories as follows:

|         |   | Level 1 |  |   | Level 2 |  |   | Level 3 |  |   | Total  | 
|-------- | - | ------- |  | - | ------- |  | - | ------- |  | - | ------ | 
|Warrants | $ | -       |  | $ | -       |  | $ | 92,639  |  | $ | 92,639 | 
|Total    | $ | -       |  | $ | -       |  | $ | 92,639  |  | $ | 92,639 | 

19. EARNINGS PER SHARE

Loss per share is calculated as Net Loss for the three months
ended March 31, 2009 divided by 119,051,733 outstanding shares and as Net Loss
for the three months ended on March 31, 2008 divided by 112,577,994 outstanding
shares.

For the three months ended March 31, 2009 and March 31, 2008
all share options and warrants were excluded from the calculation of the diluted
weighted average number of shares, because the Group made a net loss during the
calculation period and the effect of their inclusion would be anti-dilutive.

20. SUBSEQUENT EVENT(S)

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). These work programs allow 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. These negotiations were completed
by April 23, 2009 following completion of the procedural formalities.

On April 9, 2009, a term sheet with a partner regarding the
farm-out in Albania has been signed. The parties agreed to keep the economic
conditions confidential.

On April 22, 2009, the Security Council of Mongolia approved
blocks number 13 and 14 in March13.

On April 28, 2009, we granted stock options to an aggregate of
three people, one of whom is an officer of our company, one is an employee of
our company and one is an executive officer of a corporate consultant to our
company. The stock options allow the holder to purchase an aggregate of
4,400,000 shares of our common stock at an exercise price of $0.26 per share,
for a term expiring April 28, 2012.

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19

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.

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20

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 subsidiaries CJSC Somon Oil Company, a Tajikistan company, and
CJSC South Petroleum Company, a Kyrgyz company, as the context may require.

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.

Results of Operations

For the three months ended March 31, 2009 we had a net loss of
$2,209,639 as compared to a net loss of $6,059,371 for the comparable period
ended March 31, 2008.

In the three months ended March 31, 2009 our operating expenses
decreased to $2,510,438 from $6,166,937 reported for the same period in 2008.
The 60% decrease in our total operating expenses is attributable to firstly
personnel changes due to managements decision to cut down costs, and secondly,
also to reduction of administrative costs. 57% of the total operating expenses,
or $1,418,191, for the three months ended March 31, 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 $4,433,346.

Personnel costs

The number of employees was reduced during the three months ended
  March 31, 2009. As a result, our personnel costs decreased to $1,865,914 from
  $2,565,657 for the corresponding period in 2008. 76% of the total personnel
  costs for the three months ended March 13, 2009, or the amount of $1,418,191
  is related to a non-cash charge for stock compensation and our stock option
  plan to obtain and retain qualified management. The non-cash charge for stock
  compensation and our stock option plan recorded in the three months ended March
  31, 2008 was $1,932,565.

Exploration costs

For the three months ended March 31, 2009, we incurred
exploration costs of $264,260 as compared to $261,612 for the corresponding
period in 2008. The amount covers the expenses for our projects in Albania,
Chile and Tajikistan. The exploration costs in Albania amount to $196,617 and
include an environmental study, a volumetric and an economic report by an
independent engineering consulting agency, reprocessing of data as well as a
payment for the seismic work by Geological Institute of Israel. In Chile, we
have increased the prior year accrual by actual incurred costs of $14,671 and
additionally accrued $40,000 for work performed for reprocessing data and
finalizing the work program with our partners. The costs in Tajikistan amount to
$12,972 for the three months ended March 31, 2009. No exploration costs incurred
in Mongolia for the three months ended March 31, 2009.

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21

Consulting fees

For the three months ended March 31, 2009, we paid consulting
fees in the amount of $126,785 as compared to consulting fees of $2,707,037 for
the period ended March 31, 2008. This decrease of 95% is primarily due to a
charge of $2,500,781 for stock based and stock option based compensation, which
resulted from a March 2008 grant of stocks to consultants working on our
operations in Albania as payment for services. In addition, two consulting
agreements with stock option based compensation have been terminated and as a
consequence the according stock option agreement has been ceased.

Administrative costs

Our administrative costs of $239,983 declined from $622,946
during the three months ended March 31, 2009. This decrease of 60% is primarily
due to cost cutting measures taking place in January 2009.

Liquidity and Capital Resources

Our cash balance as of March 31, 2009 was $5,882,170 of which
$5,737,386 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
$144,783. In order to continue to fund operations for the next twelve 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. We further intend to
reduce our work commitments for the first phase of our exploration commitments
in Albania and Mongolia, which could reduce our restricted cash position by up
to $4,500,000 at our own disposal (without any restriction).

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 its bank loan of $1,220,000 and
accumulated interest of $34,248. As a result, the Group was able to free up cash
in the amount of $745,752 net of all costs and charges at the Groups own
disposal (no restriction or limitation of these funds after release).

On March 6, 2009, the Group successfully negotiated new work
commitments for its two PSCs for the Blocks A,B and D,E with the Albanian
National Petroleum Agency (NPA later AKBN, National Agency of Natural
Resources). The new work commitments need to be formally approved by the
AKBN.

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. In addition, the Company finalized negotiation
for an additional loan of $1,300,000, which will be secured by the remaining
escrow funds in Mongolia.

Our capital commitments are disclosed in this quarterly report
on Form 10-Q for the three months ended March 31, 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 March 31, 2009.

Operating Activities

Net cash outflow from operating activities of $1,076,907 for
the three months ended March 31, 2009 has decreased from $1,949,471 in the
comparable period 2008. This is mainly due to the cost cutting measures, reduced
personnel and consulting cost and reduced administrative costs, put in place
beginning of 2009.

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22

Investing Activities

Net cash inflow from investing activities of $2,214,398 for the
three months ended March 31, 2009 has changed from a net cash outflow of $25,086
in the comparable period for 2008. This is primarily due to the decrease in
restricted cash from Mongolia.

Financing Activities

Net cash flow outflow from financing activities of $1,220,000
for the three months ended March 31, 2009 has increased from $13,192 in the
comparable period for 2008. This is due to the repayment of the bank loan in
Mongolia.

Cash Flows

|                                                      |   | Three Months Ended March 31 |  
|----------------------------------------------------- | - | --------------------------- | -
|                                                      |   | 2009                        |  
|Net cash used in Operating Activities                 | $ | (1,076,907                  | )
|Net cash provided by (used in) Investing Activities   | $ | 2,214,398                   |  
|Net cash used in Financing Activities                 | $ | (1,220,000                  | )
|Change in Cash and Cash Equivalents During the Period | $ | (82,509                     | )

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.

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

|Expense                               |   | Amount    | 
|------------------------------------- | - | --------- | 
|Geological and Geographical           | $ | 1,700,000 | 
|General and Administration            | $ | 1,700,000 | 
|Legal                                 | $ | 200,000   | 
|Audit                                 | $ | 200,000   | 
|Open commitments as of March 31, 2009 | $ | 1,100,000 | 
|Total                                 | $ | 4,900,000 | 

As an operator, we have no seismic or drilling commitments for
the next 12 months in Albania, Mongolia and Tajikistan. 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 $1,400,000 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 would 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.

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23

Going Concern

The consolidated financial statements have been prepared on the
assumption that we will continue as a going concern. We have historically
incurred losses and have incurred a loss of $2,209,185 for the three months
ended March 31, 2009. Because of these historical losses, we will require
additional working capital to develop our business operations. Our cash balance
as of March 31, 2009 was $5,882,169, of which $5,737,386 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
$144,783.

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 repaid its bank loan of $1,220,000 and
accumulated interest of $34,248. As a result, the Group was able to free up cash
in the amount of $745,752 net of all costs and charges at the Groups 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. 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.

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. 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 the Company finalized negotiation for an
additional loan of $1,300,000, which will be secured by the remaining escrow
funds in Mongolia.

Based on the revised cost base as well as freeing up cash from
the bank guarantee in Albania and the escrow accounts in Mongolia and the
additional loan of $1,300,000, the Group estimates that it has sufficient
working capital to fund operations for nine months from April 2009. In order to
continue to fund operations through March 2010 and execute the strategy to
develop its assets, the Group will require further funds. It expects to secure
these additional funds through possible disposals or farm-outs of its existing
interests and the Group is currently in active negotiations with interested
parties for such transactions.

The Group intends 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 its 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 the Group will be able to complete
  the disposals or farm-outs of its existing interests or to obtain additional
  financing through either private placement, public offerings and/or bank financing
  necessary to support its working capital requirements. Nevertheless after making
  enquiries, and considering the uncertainties above, the directors have a reasonable
  expectation that the Group will have adequate resources to continue its operations
  for the foreseeable future.

These conditions raise substantial doubt about the Groups
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 it be unable to continue as a going concern.

Based on our business plan, we expect to obtain $3,900,000 from
internal sources and to need additional funding from external sources of
approximately $1,000,000.

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24

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.

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 production sharing contract covering blocks
D & E, we reduced the minimum seismic line kilometers from 300 km to 110 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 farm-in, by that
third party, to our Albanian properties. The letter of intent is subject to,
among other conditions, the negotiation and execution of a formal agreement, the
completion of due diligence and other conditions typical of a non-binding letter
of intent in our industry.

We also received the final results of the seismic program
relating to blocks A & B from the Geological Institute of Israel. We also
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.

Kyrgyz Republic

South Petroleum Company, in which we own a 25% interest,
renewed two licenses in Kyrgyz Republic (Nanai license and Naushkent license)
during the three months ended March 31, 2009. Work was ongoing to integrate all
data relating to the licenses owned by South Petroleum in Kyrgyz Republic into
the ongoing prospectivity assessment.

During the three months ended March 31, 2009, seismic
operations were initiated on the Soh license. By the end of three months ended
March 31, 2009, a total of 124.56 km seismic data was recorded. At the current
rate, the project should be completed by mid-May 2009.

The planning for two shallow wells North Ayzar-1 (located in
the Tuzluk license) and East Chongara-1 (located in the Soh license) continued
through the three months ended March 31, 2009. After a review of preliminary
seismic data it became clear that the East Chongara-1 location was less robust
than expected and an ongoing review of the new acquired data was underway to
establish whether there were other locations available as possible candidates
for a shallow well.

A drilling services agreement between the drilling contractor,
Sherik, and South Petroleum is nearing completion. In addition, service
contracts relating to the drilling program were discussed.

Tajikistan

During the three months ended March 31, 2009, we prepared
business plan for the northern Tajik area and the report for carrying out the
first phase 2D seismic exploratory works.

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. Part of
this is a surface geology study, and the commencement of an environmental base
study.

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25

Mongolia

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 the our own disposal (no restriction or
limitation of these funds after release).

On April 21, 2009, we signed production contracts with the
Petroleum Authority of Mongolia. 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 blocks 13 and 14 for exploration and exploitation according to
Mongolian law.

We own a 74% interest in blocks 13 and 14, which cover an
aggregate of over 20,000 km2 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 a Mongolian oil and gas company and two investors.

Beginning the summer of 2009, we plan to conduct a $1.6 million
exploration program. We expect the program to include reconnaissance and
geological mapping, gravimetric profiling and lithographic and paleontologic
stratigraphic work and reprocessing of seismic data. We have currently set aside
$2 million in Mongolia to fund exploration.

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 and principal
financial officer 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 and 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 and
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:

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26

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 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
Con-junction 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. In addition, the Company determined that it should have applied
the graded-vesting method for consultant stock options. The resulting cumulative
adjustment as of December 31, 2008 amounted to $218,320. 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, the Company corrected
the cumulative error in the opening balance sheet as of January 1, 2009 and also
adjusted the consolidated statement of operations and consolidated cash flow
statement.

During the preparation of the financial statements for the
three months ended March 31, 2009, the Company determined that in prior periods
it did not properly account for its 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). The resulting cumulative adjustment as of December 31, 2008 amounted to
$129,070. 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, the Company corrected the cumulative error in the opening balance
sheet as of January 1, 2009 and also adjusted the consolidated statement of
operations and consolidated cash flow statement.

Changes in Internal Control over Financial
Reporting

There were no changes in our internal control over financial
reporting during the fiscal quarter ended March 31, 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.

---

27

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

On April 28, 2009, we granted stock options to an aggregate of
three people, one of whom is an officer of our company, one is an employee of
our company and one is an executive officer of a corporate consultant to our
company, to purchase an aggregate of 4,400,000 shares of our common stock at an
exercise price of $0.26 per share, for a term expiring April 28, 2012.

The options will vest in 12 installments every three months,
with each installment equal to 1/12th of the total number of options granted to
the optionee. Each grant is subject to the execution of a stock option agreement
by the grantee.

Two of the grantees are not U.S. persons (as that term is
defined in Regulation S of the Securities Act of 1933, as amended), and
we issued 2,400,000 of these options in to these two grantees in offshore
transactions relying on the registration exemption provided by Regulation S
and/or Section 4(2) of the Securities Act of 1933, as amended. The third
grantee is a U.S. person and we issued the options to him relying on the
registration exemption provided by Section 4(2) of the Securities Act of
1933, as amended.

Item 3. Defaults Upon Senior Securities.

None

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

None

Item 5. Other Information.

|1. | On January 28, 2009, Thomas Flottmann agreed to the terms
      of his resignation from his office as our Chief Executive Officer
      effective February 1, 2009. From and after February 1, 2009, Mr. Flottmann
      will act as a technical consultant to our board of directors pursuant to a
      consulting agreement. The terms of the consulting agreement with Mr.
      Flottmann contemplate that Mr. Flottmann will provide services on an on
      call basis at a daily consulting rate.                                                                                                                                                                                                                                                                                                 
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Effective February 1, 2009, Erik Herlyn, has been
      appointed our Chief Executive Officer. Also effective February 1, 2009,
      Mr. Herlyn has resigned as our Chief Operating Officer. Mr. Herlyn has
      agreed to reduce his compensation from $20,000 per month to $18,000 per
      month, effective February 1, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Also effective February 1, 2009, Peter-Mark Vogel has
      resigned from his position of Executive Director, Finance, but continues
      to act as an advisor to the board under the terms of a consulting
      agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The resignations were not as a result of any
      disagreements between our company and either of Mr. Flottmann or Mr.
      Vogel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | There are no family relationships between any of our
      directors or executive officers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Mr. Erik Herlyn is a mechanical and production engineer
      (Trinity University Dublin  BSc, Manufacturing Engineering 1993,
      University of Bremen  Masters Diploma Production Engineering 1996). Mr.
      Herlyn was our chief operating officer from June of 2007 until January 31,
      2009 and has extensive experience in the finance and hydrocarbon
      industries. From 1996 until 2000, Mr. Herlyn provided services to the
      resource oil and gas industries. From 2000 until 2006, Mr. Herlyn ran
      major projects in the finance and hydrocarbon industries as a consultant
      with KPMG Consulting (a large management and technical consulting firm
      which later changed its name to BearingPoint) and later as a consultant
      with Capgemini (2006  2007).
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | Effective February 1, 2009, as part of an overall effort
      to reduce operating costs:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

---

28

The registrant and the Chairman of the
registrants Board of Directors, Mr. Heinz Jürgen Scholz, have agreed to
terminate the employment agreement between them and to enter into a new
consulting agreement. The new arrangement will result in the reduction of Mr.
Scholz monthly compensation, from a salary of US $31,000 per month to a
consulting fee of US $15,000 per month, effective February 1, 2009. Mr. Scholz
continues to serve in his capacities of Executive Director and Chairman of the
Board.

The registrant and the Vice Chairman of
the registrants Board of Directors, Dr. Alexander Becker, have agreed to
terminate the employment agreement between them and to enter into a new
consulting agreement. The new arrangement will result in the reduction of Dr.
Beckers monthly compensation, from a salary of US $29,666 per month to a
consulting fee of US $12,000 per month, effective February 1, 2009. Dr. Becker
continues to serve in his capacities of Executive Director and Vice Chairman of
the Board.

The registrant and Mr. Neil Maedel, an
Executive Director of the registrant, have agreed to terminate the employment
agreement between them and to enter into a new consulting agreement. The new
arrangement will result in the reduction of Mr. Maedels monthly compensation,
from a salary of US $16,000 per month to Nil, effective February 1, 2009. Mr.
Maedel continues to serve as an Executive Director of the registrant.

The registrant and Mr. Michael
Velletta, Legal Counsel to the registrant and an Executive Director of the
registrant, have agreed to terminate the employment agreement between them and
to enter into a new consulting agreement. The new arrangement will result in the
reduction of Mr. Vellettas monthly compensation, from a salary of US $12,000
per month to a consulting fee of US $5,000 per month, effective February 1,
2009. Mr. Velletta continues to provide legal services to the registrant and he
continues to serve as an Executive Director of the registrant.

The registrant and Mr. Erik Herlyn, the
registrants Chief Executive Officer, have agreed to amend Mr. Herlyns
employment agreement to reduce Mr. Herlyns salary from US $20,000 per month to
US $18,000 per month, effective February 1, 2009. As previously announced on
Form 8-K filed January 29, 2009, Mr. Thomas Flottmann has resigned from his
position as the registrants Chief Executive Officer and has entered into a new
consulting agreement with the registrant, both effective February 1, 2009.

The registrant and Mr. Rahul Sen Gupta,
the registrants Chief Financial Officer, have agreed to amend Mr. Sen Guptas
employment agreement to reduce Mr. Sen Guptas salary from US $20,000 per month
to US $18,000 per month, effective February 1, 2009.

The registrant and Mr. Yaruslav
Bandurak, the registrants Chief Technical Officer, have agreed to amend Mr.
Banduraks employment agreement to reduce Mr. Banduraks salary from US $10,000
per month to US $8,000 per month, effective February 1, 2009.

Effective February 1, 2009, the
registrant and Mr. Heinz-Jürgen Scholz agreed to terminate the Sub-Tenancy
Agreement between them dated October 26, 2006, pursuant to which the registrant
has been renting office space in the City of Horgen, Switzerland for a monthly
rental of 15,000 Swiss Francs (CHF) (approximately US $13,115). In the near term
the registrant has located its Swiss operations in its smaller office located in
Baar, though it intends to locate larger, more suitable replacement office space
in the near future. As a result of the termination of the Sub-Tenancy Agreement,
office space costs in Switzerland have been reduced from CHF 16,000
(approximately US $14,000) to CHF 3,000 (approximately US $2,622) with immediate
effect as of February 1, 2009. The registrant is confident that these measures
will not affect its operations in Albania, Chile, Mongolia, Kyrgyz Republic and
Tajikistan.

---

29

|3. | Effective February 28, 2009 Rahul Sen Gupta resigned as
      Chief Financial Officer of our company. Erik Herlyn, our Chief Executive
      Officer will act as Chief Financial Officer in the interim. On February
      26, 2009, Mr. Sen Gupta agreed to assist us in finishing our annual report
      on Form 10-K, even after his resignation. In connection with his
      resignation, Mr. Sen Gupta asked us to transfer open salary payments by
      the end of March 2009 (50% for January 2009, 100% for February 2009 and
      100% for March 2009) and transfer pension fund by the end of March 2009.
      On March 31, 2009, Mr. Sen Gupta agreed to extend his support for
      finishing our annual report until April 15, 2009 for $9,000 excluding
      communication costs.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4. | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5. | On January 30, 2009, we entered into a termination
      agreement with Peter-Mark Vogel, who resigned as our Executive Director on
      February 1, 2009 and beneficially owns approximately 15% of our issued and
      outstanding shares of common stock, whereby we and Mr. Vogel terminated
      the employment agreement dated April 1, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On March 26, 2009, we entered into a consulting frame
      contract with Mr. Vogel, whereby Mr. Vogel agreed to perform tasks that we
      order. We agreed to compensate Mr. Vogel in either fixed price arrangement
      or a time and material arrangement. Mr. Vogel agreed to provide us with
      consulting services relating to finance and auditing matters in a fixed
      price arrangement with monthly compensation of $12,000 per month. If the
      compensation arrangement is a time and material arrangement, we agreed to
      pay Mr. Vogel a daily rate of $1,400 excluding BTW.                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|6. | On April 21, 2009, we signed production contracts with
      the Petroleum Authority of Mongolia. 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 blocks 13 and 14 for exploration and
      exploitation according to Mongolian law.                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | We own a 74% interest in blocks 13 and 14, which cover an
      aggregate of over 20,000 km2 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 a Mongolian oil
      and gas company and two investors.                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|7. | On April 28, 2009, we granted stock options to an
      aggregate of three people, one of whom is an officer of our company, one
      is an employee of our company and one is an executive officer of a
      corporate consultant to our company, to purchase an aggregate of 4,400,000
      shares of our common stock at an exercise price of $0.26 per share, for a
      term expiring April 28, 2012.                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The options will vest in 12 installments every three
      months, with each installment equal to 1/12th of the total number of
      options granted to the optionee. Each grant is subject to the execution of
      a stock option agreement by the grantee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Two of the grantees are not U.S. persons (as that term is
      defined in Regulation S of the Securities Act of 1933, as amended),
      and we issued 2,400,000 of these options in to these two grantees in
      offshore transactions relying on the registration exemption provided by
      Regulation S and/or Section 4(2) of the Securities Act of 1933,as
      amended. The third grantee is a U.S. person and we issued the options to
      him relying on the registration exemption provided by Section 4(2) of the
      Securities Act of 1933, as amended.                                                                                                                                                                                                                         

---

30

Item 6. Exhibits.

|Exhibit Number | Description                                                                                                                                                                                                                                                                     
|-------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3)            | Articles of Incorporation and Bylaws                                                                                                                                                                                                                                            
|3.1            | 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            | Bylaws (incorporated by reference to an exhibit to our Registration
      Statement on Form SB-2 filed on July 14, 2003)                                                                                                                                                        
|(4)            | Instruments Defining the Rights of Security Holders, including
      Indentures                                                                                                                                                                                                 
|4.1            | 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 Contracts                                                                                                                                                                                                                                                              
|10.1           | 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)                                                                                                                                        
|10.8           | 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)                                                                                                      

---

31

|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)                                                                              
|10.23 | 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)                                                                                                                                                         

---

32

|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                       
|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                       
|10.35* | Employment and Non-Competition Agreement
      with Michael Velletta dated February 1, 2008                                                                                                                                                                    
|10.36* | Promissory note issued to Heinz
      Scholz dated December 5, 2008                                                                                                                                                                                            
|10.37* | Promissory Note issued to Peter-Mark
      Vogel dated December 5, 2008                                                                                                                                                                                        
|10.38* | Promissory note issued to Alexander
      Becker dated December 5, 2008                                                                                                                                                                                        
|10.39* | Promissory note issued to Michael
      Velletta dated December 5, 2008                                                                                                                                                                                        
|10.40* | Cancellation of Sub-Tenancy Contract
      with Heinz Scholz dated January 19, 2009                                                                                                                                                                            
|10.41* | Consulting Frame Contract with Varuna
      AG dated February 1, 2009                                                                                                                                                                                          
|10.42* | Termination Agreement with Thomas
      Flottmann dated January 31, 2009                                                                                                                                                                                       
|10.43* | Consulting Frame Contract with Thomas
      Flottmann dated January 22, 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                                                                                                          
|10.45* | Amendment to the Termination Agreement
      with Rahul Sen Gupta dated March 31, 2009                                                                                                                                                                         
|10.46* | Termination Agreement with Peter-Mark
      Vogel dated January 30, 2009                                                                                                                                                                                       

---

33

|10.47* | Consulting Frame Contract with Peter-Mark
      Vogel dated March 26, 2009                                                                                                                                                                                                                                                                                                                                      
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.48* | Employment
        and Non-Competition Agreement with Erik Herlyn dated June 25, 2007                                                                                                                                                                                                                                                                                                                           
|10.49* | Amendment
        to Employment Agreement with Erik Herlyn dated May 14, 2008                                                                                                                                                                                                                                                                                                                                   
|10.50* | Amendment
        to Employment Agreement with Yaruslav dated November 4, 2007                                                                                                                                                                                                                                                                                                                                  
|10.51* | Production
        Sharing Contract for Contract Area Tsagaan Els-XIII between the Petroleum
        Authority of Mongolia and DWM Petroleum                                                                                                                                                                                                                                                                    
|10.52* | Production
        Sharing Contract for Contract Area Zuunbayan-XIV between the Mineral Resources
        and Petroleum Authority of Mongolia and DWM Petroleum                                                                                                                                                                                                                                                 
|10.53* | Letter
        from AKBN regarding Production Sharing Contracts for Blocks A-B and D-E
    dated May 5, 2009                                                                                                                                                                                                                                                                                                    
|(14)   | Code of Ethics                                                                                                                                                                                                                                                                                                                                                                                                  
|14.1   | 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)   | Subsidiaries                                                                                                                                                                                                                                                                                                                                                                                                    
|21.1   | 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)   | Section 302 Certification                                                                                                                                                                                                                                                                                                                                                                                       
|31.1*  | Section
        302 Certification of Chief Executive Officer and Interim Chief Financial
        Officer                                                                                                                                                                                                                                                                                                        
|(32)   | Section 906 Certification                                                                                                                                                                                                                                                                                                                                                                                       
|32.1*  | Section
        906 Certification of Chief Executive Officer and Interim Chief Financial
        Officer                                                                                                                                                                                                                                                                                                        

* Filed herewith.

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34

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
HerlynErik HerlynChief Executive Officer and Interim Chief
Financial Officer (Principal Executive Officer, Principal Financial Officer
and Principal Accounting Officer)

Date: May 20, 2009

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