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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 UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 
For the transition period from to

Commission File Number 000-31503

EDEN ENERGY CORP.(Exact name of registrant as specified in its charter)

|Nevada                                                               | N/A                              
|-------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS Employer Identification No.)
|                                                                     |                                  
|Suite 1680  200 Burrard Street, Vancouver, British
      Columbia   | V6C 3L6                          
|(Address of principal executive offices)                             | (Zip Code)                       

604-693-0179(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 is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a small
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 ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
[   ] YES   [   ] 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.
49,467,856 common shares issued and outstanding as of May 5, 2009

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PART 1  FINANCIAL INFORMATION

Item 1. Financial Statements.

Our unaudited interim consolidated financial statements for the
three month period ended March 31, 2009 form part of this quarterly report. They
are stated in United States Dollars (US$) and are prepared in accordance with
United States generally accepted accounting principles.

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EDEN ENERGY CORP.



Consolidated Financial Statements (Expressed in United
States dollars)

March 31, 2009

(Unaudited)

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Eden Energy Corp.Consolidated Balance Sheets

|                                                                              |   | March 31,   |   |   | December 31, |  
|----------------------------------------------------------------------------- | - | ----------- | - | - | ------------ | -
|                                                                              |   | 2009        |   |   | 2008         |  
|                                                                              |   | (Unaudited) |   |   |              |  
|Assets                                                                        |   |             |   |   |              |  
|Current Assets                                                                |   |             |   |   |              |  
|Cash and cash
      equivalents                                               | $ | 327,620     |   | $ | 697,266      |  
|Accrued petroleum revenues                                                    |   | 162,813     |   |   | 180,163      |  
|Other receivables                                                             |   | 81,057      |   |   | 933,705      |  
|Prepaid expenses                                                              |   | 190,529     |   |   | 130,356      |  
|Total Current Assets                                                          |   | 762,019     |   |   | 1,941,490    |  
|Oil and gas properties (Note 2)                                               |   | 3,961,625   |   |   | 5,387,968    |  
|Restricted cash                                                               |   | 11,868      |   |   | 91,867       |  
|Property and
      equipment, net of depreciation of $80,097 (2008 - $68,135) |   | 139,055     |   |   | 151,017      |  
|Total Assets                                                                  | $ | 4,874,567   |   | $ | 7,572,342    |  
|                                                                              |   |             |   |   |              |  
|Liabilities and Stockholders Equity                                          |   |             |   |   |              |  
|Current Liabilities                                                           |   |             |   |   |              |  
|Accounts payable                                                              | $ | 1,001,499   |   | $ | 1,810,797    |  
|Total Current Liabilities                                                     |   | 1,001,499   |   |   | 1,810,797    |  
|Asset retirement obligation                                                   |   | 237,039     |   |   | 233,925      |  
|Total Liabilities                                                             |   | 1,238,538   |   |   | 2,044,722    |  
|Contingencies and Commitments (Notes 1, 3
      and 5)                        |   |             |   |   |              |  
|Stockholders Equity                                                          |   |             |   |   |              |  
|Preferred Stock:                                                              |   |             |   |   |              |  
|10,000,000
      preferred shares authorized, $0.001 par value                |   |             |   |   |              |  
|None issued                                                                   |   | -           |   |   | -            |  
|Common Stock: (Note 4)                                                        |   |             |   |   |              |  
|100,000,000 shares authorized, $0.001 par value                               |   |             |   |   |              |  
|49,467,856
      (2008  49,467,856) shares issued and outstanding            |   | 49,468      |   |   | 49,468       |  
|Additional paid-in
      capital                                              |   | 50,424,093  |   |   | 50,424,093   |  
|Accumulated other comprehensive income                                        |   | 33,795      |   |   | 34,515       |  
|Deficit                                                                       |   | (46,871,327 | ) |   | (44,980,456  | )
|Total
      Stockholders Equity                                              |   | 3,636,029   |   |   | 5,527,620    |  
|Total Liabilities and Stockholders Equity                                    | $ | 4,874,567   |   | $ | 7,572,342    |  

The accompanying notes are an integral part of these
consolidated statements

F-1

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Eden Energy Corp. Consolidated Statement of Operations
(Unaudited)

|                                                       |   | Three Months |   |   | Three Months |  
|------------------------------------------------------ | - | ------------ | - | - | ------------ | -
|                                                       |   | Ended        |   |   | Ended        |  
|                                                       |   | March 31,    |   |   | March 31,    |  
|                                                       |   | 2009         |   |   | 2008         |  
|                                                       |   |              |   |   |              |  
|Revenue                                                |   |              |   |   |              |  
|Oil and gas                                            | $ | 262,517      |   | $ | 438,921      |  
|                                                       |   |              |   |   |              |  
|Expenses                                               |   |              |   |   |              |  
|                                                       |   |              |   |   |              |  
|Consulting - stock-based compensation                  |   | -            |   |   | 2,538        |  
|Debt conversion expense                                |   | -            |   |   | 2,912,000    |  
|Depletion, depreciation and amortization               |   | 146,944      |   |   | 409,845      |  
|General and administrative                             |   |              |   |   |              |  
|- cash-based                                           |   | 243,174      |   |   | 216,054      |  
|- stock-based compensation                             |   | -            |   |   | 2,307        |  
|Impairment of oil and gas properties (Note 2)          |   | 1,506,375    |   |   | -            |  
|Interest expense                                       |   | 64           |   |   | 502,203      |  
|Management fees                                        |   |              |   |   |              |  
|- cash-based                                           |   | 83,750       |   |   | 143,798      |  
|- stock-based compensation                             |   | -            |   |   | 81,719       |  
|Oil and gas operating expenses                         |   | 141,070      |   |   | 284,670      |  
|Professional
      fees                                |   | 37,542       |   |   | 114,334      |  
|                                                       |   |              |   |   |              |  
|Operating expenses                                     |   | 2,158,919    |   |   | 4,669,468    |  
|                                                       |   |              |   |   |              |  
|Loss before other items                                |   | (1,896,402   | ) |   | (4,230,547   | )
|                                                       |   |              |   |   |              |  
|Other items                                            |   |              |   |   |              |  
|                                                       |   |              |   |   |              |  
|Gain (loss) on foreign exchange                        |   | 5,392        |   |   | (4,197       | )
|Interest income                                        |   | 139          |   |   | 172,596      |  
|                                                       |   |              |   |   |              |  
|Net loss                                               |   | (1,890,871   | ) |   | (4,062,148   | )
|                                                       |   |              |   |   |              |  
|Other comprehensive loss                               |   |              |   |   |              |  
|                                                       |   |              |   |   |              |  
|Foreign currency translation
      adjustment          |   | (720         | ) |   | (9           | )
|                                                       |   |              |   |   |              |  
|Comprehensive loss                                     | $ | (1,891,591   | ) | $ | (4,062,157   | )
|                                                       |   |              |   |   |              |  
|                                                       |   |              |   |   |              |  
|Basic and diluted
      loss per share                 | $ | (0.04        | ) | $ | (0.09        | )
|                                                       |   |              |   |   |              |  
|Weighted average number of common shares outstanding  |   |              |   |   |              |  
|basic and diluted                                      |   | 49,468,000   |   |   | 46,112,000   |  

The accompanying notes are an integral part of these
consolidated statements

F-2

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Eden Energy Corp. Consolidated Statement of Cash Flows
(Unaudited)

|                                                                           |   | Three Months |   |   | Three Months |  
|-------------------------------------------------------------------------- | - | ------------ | - | - | ------------ | -
|                                                                           |   | Ended        |   |   | Ended        |  
|                                                                           |   | March 31,    |   |   | March 31,    |  
|                                                                           |   | 2009         |   |   | 2008         |  
|Cash provided by (used in):                                                |   |              |   |   |              |  
|Operating Activities:                                                      |   |              |   |   |              |  
|Net loss from operations                                                   | $ | (1,890,871   | ) | $ | (4,062,148   | )
|Non-cash items:                                                            |   |              |   |   |              |  
|Impairment of oil and gas properties                                       |   | 1,506,375    |   |   | -            |  
|Interest expense relating
      to accretion of convertible debt           |   | -            |   |   | 279,948      |  
|Interest
      expense paid by issue of common stock                       |   | -            |   |   | 29,686       |  
|Depletion, depreciation
      and amortization                             |   | 146,944      |   |   | 409,845      |  
|Stock-based compensation                                                   |   | -            |   |   | 86,564       |  
|Debt conversion expense                                                    |   | -            |   |   | 2,912,000    |  
|Changes in non-cash operating assets
      and liabilities:                |   |              |   |   |              |  
|Accrued petroleum
      revenues                                           |   | 17,350       |   |   | (53,197      | )
|Other
      receivables                                                    |   | 852,648      |   |   | -            |  
|Prepaid expenses and
      other                                           |   | (60,172      | ) |   | 6,703        |  
|Accounts payable and
      accrued liabilities                             |   | 117,386      |   |   | 170,811      |  
|                                                                           |   | 689,660      |   |   | (219,788     | )
|Investing Activities:                                                      |   |              |   |   |              |  
|Restricted cash                                                            |   | 80,000       |   |   | -            |  
|Purchase of property and equipment                                         |   | -            |   |   | (65,001      | )
|Oil and gas
      property acquisition and exploration, net                |   | (1,138,585   | ) |   | (5,293,378   | )
|                                                                           |   | (1,058,585   | ) |   | (5,358,379   | )
|                                                                           |   |              |   |   |              |  
|Financing Activities:                                                      |   |              |   |   |              |  
|Issuance of common stock, net of issuance costs                            |   | -            |   |   | 37,500       |  
|                                                                           |   | -            |   |   | 37,500       |  
|Effect of exchange
      rate changes on cash                              |   | (721         | ) |   | (10          | )
|Decrease in cash and cash equivalents                                      |   | (369,646     | ) |   | (5,540,677   | )
|Cash and cash
      equivalents, beginning                                 |   | 697,266      |   |   | 19,617,518   |  
|Cash and cash equivalents, ending                                          | $ | 327,620      |   | $ | 14,076,841   |  
|                                                                           |   |              |   |   |              |  
|Non-cash financing and investing
      activities:                         |   |              |   |   |              |  
|Net change in non-cash working capital items in
      investing activities |   |              |   |   |              |  
|Issue of common stock for interest expense                                 | $ | -            |   | $ | 29,686       |  
|                                                                           |   |              |   |   |              |  
|Supplementary disclosure:                                                  |   |              |   |   |              |  
|Interest paid                                                              | $ | -            |   | $ | -            |  
|Income taxes paid                                                          | $ | -            |   | $ | -            |  

The accompanying notes are an integral part of these
consolidated statements

F-3

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Eden Energy Corp. (An Exploration Stage Company) March
31, 2009 Notes to Consolidated Financial Statements (Unaudited)

|1. | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The unaudited interim consolidated financial statements
      have been prepared by Eden Energy Corp. (the Company) in accordance with
      generally accepted accounting principles in the United States for interim
      financial information and conforms with instructions to Form 10-Q of
      Regulation S-K and reflects all adjustments (all of which are normal and
      recurring in nature) that, in the opinion of management, are necessary for
      fair presentation of the interim periods presented. The results of
      operations for the interim periods presented are not necessarily
      indicative of the results to be expected for any subsequent quarter or for
      the entire year ending December 31, 2009. Certain information and footnote
      disclosures normally included in financial statements prepared in
      accordance with generally accepted accounting principles in the United
      States have been condensed or omitted. These unaudited interim
      consolidated financial statements and notes included herein should be read
      in conjunction with the Companys audited consolidated financial
      statements and notes for the year ended December 31, 2008, included in the
      Companys Annual Report on Form 10-K. The accounting principles applied in
      the preparation of these interim consolidated financial statements are
      consistent with those applied for the year ended December 31,
  2008.                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Companys interim consolidated financial statements
      are prepared on a going concern basis in accordance with generally
      accepted accounting principles in the United States which contemplates the
      realization of assets and discharge of liabilities and commitments in the
      normal course of business. The Company has accumulated losses of
      $46,871,327 since inception including a loss for the current period of
      $1,890,871 of which $1,506,375 is related to property impairment. To date
      the Company has funded operations through the issuance of capital stock
      and debt. Managements plan is to continue raising additional funds
      through future equity or debt financings, if available, as needed until it
      achieves profitable operations from its oil and gas activities. Given the
      recent global economic collapse and the decline in commodity prices there
      is uncertainty that further funding can be raised. The ability of the
      Company to continue its operations as a going concern is dependent on
      continuing to raise sufficient new capital to fund its exploration and
      development commitments and to fund ongoing losses if, as and when needed,
      and ultimately on generating profitable operations. These factors raise
      substantial doubt regarding the Companys ability to continue as a going
      concern. These financial statements do not include any adjustments to the
      recoverability and classification of recorded asset amounts and
      classification of liabilities that might be necessary should the Company
      be unable to continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2. | Oil and Gas Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Companys oil and gas acquisition, exploration and
      development activities are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

| |                                      |  | March
      31, 2009 |   |  | December
      31, 2008 |  
| | ------------------------------------ |  | -------------------- | - |  | ----------------------- | -
| |                                      |  | Canada               |   |  | United States           |  
| |                                      |  | $                    |   |  | $                       |  
| | Proven Properties                    |  |                      |   |  |                         |  
| | Acquisition costs                    |  | -                    |   |  | 1,661,002               |  
| | Exploration costs                    |  | -                    |   |  | 22,678,102              |  
| | Less:                                |  |                      |   |  |                         |  
| | Accumulated depletion                |  | -                    |   |  | (1,547,604              | )
| | Accumulated impairment
      charges |  | -                    |   |  | (19,476,062             | )
| |                                      |  | -                    |   |  | 3,315,438               |  
| | Unproven Properties                  |  |                      |   |  |                         |  
| | Acquisition costs                    |  | 63,690               |   |  | 3,126,986               |  
| | Exploration costs                    |  | 2,044,738            |   |  | 4,507,654               |  
| | Less:                                |  |                      |   |  |                         |  
| | Accumulated impairment
      charges |  | (1,462,241           | ) |  | (7,634,640              | )
| |                                      |  | 646,187              |   |  | -                       |  
| | Net Carrying Value                   |  | 646,187              |   |  | 3,315,438               |  

All of the Companys oil and gas
properties are located in the United States and Canada. The Companys unproven
acquisition and exploration costs were incurred in Canada.

F-4

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Eden Energy Corp. (An Exploration Stage Company) March
31, 2009 Notes to Consolidated Financial Statements (Unaudited)

|2. | Oil and Gas Properties (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Depletion expense  Proven Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Depletion expense for the three months ended March 31,
      2009 of $131,868 (March 31, 2008 - $349,839) was recorded in the U.S. cost
      center. None of the Companys unproven properties are subject to
      depletion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Impairment charges  Proven Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | During the three months ended March 31, 2009, the
      Companys proven property costs in Colorado (Ant Hill Project) were
      considered impaired resulting in a $1,506,375 (March 31, 2008 - $nil)
      non-cash impairment charge.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3. | Commitments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The current Drilling and Development Agreement with
      EnCana Oil & Gas (USA), Inc. (EnCana) obliges the Company to conduct a
      continuous drilling program through future summer drilling seasons on the
      Ant Hill Property, which the Company estimates would consist of a minimum
      of six wells per season at a cost of approximately $2,000,000 per well.
      Due to the significant deterioration in natural gas selling prices in the
      Companys project area and the lack of capital, the Company has suspended
      drilling operations for the 2009 drilling season. Suspending continuous
      drilling operations for 2009 will, once the 2009 drilling season ends,
      cause the Company to become noncompliant with its agreement with EnCana.
      The Company is in discussions with EnCana to defer its drilling
      obligations for one year due to low prices. In the event EnCana does not
      agree to a deferral or suspension for 2009 continuous drilling program and
      unless negotiated otherwise, the Companys current Drilling and
      Development Agreement and ability to drill future wells will terminate,
      and the Company will retain its interests in the current wells and
      properties earned to date. Federal unit obligations for drilling for 2009,
      which require a 2 well minimum, have been met with the Companys 2008
      drilling program.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4. | Capital Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | During the three months ended March 31, 2009, no shares
      were issued.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | During the three months ended March 31, 2009 the Company
      did not grant any stock options and no stock options were cancelled or
      expired.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5. | Contingency                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | On March 5, 2009 the Company received notice of a lien
      being placed against the Colorado property by one of the suppliers
      relating to a pipeline installation. The lien filed is in the amount of
      $692,118, which the Company disputes as this amount: does not include
      credits and discounts previously agreed to of approximately $310,000
      relating to incorrect billing processes and procedures performed by the
      supplier; does not reflect payments made by the Company; and includes
      certain other disputed amounts. The Company calculates the final amount
      due the supplier to be approximately $286,000. The Company is working with
      its operating partner to resolve unpaid invoices and remove the lien, but
      the outcome is uncertain. The loss, if any, resulting from the outcome of
      the above will be recorded in the period when such determination or
      settlements are made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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|6. | Subsequent Event                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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|   | On April 27, 2009 the Company received notice of a lien
      being placed against a property by a supplier. The lien filed is in the
      amount of $28,956.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

F-5

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

Forward-Looking Statements

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as may,
should, expects, plans, anticipates, believes, estimates, predicts, potential or continue or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled Risk Factors, that may cause our or our industrys actual results,
levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements 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, performance or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to common shares refer to the common shares in our capital stock.

As used in this current report and unless otherwise indicated, the terms "we", "us", "our" and "Eden" mean Eden Energy Corp. and/or our subsidiaries, unless otherwise indicated.

General Overview

Our company, Eden Energy Corp., was incorporated in the State of Nevada on January 29, 1999, under the name E-Com Technologies Corp. On June 16, 2004 we effected a 2 for 1 stock split of our common stock and our preferred stock. On August 6, 2004 we
changed our name to Eden Energy Corp. and increased our authorized capital to 100,000,000 shares of common stock having a $0.001 par value and 10,000,000 shares of preferred stock having a $0.001 par value.

From mid 2004 through to mid 2008 we were an exploration stage oil and gas company engaged in the exploration for petroleum and natural gas in the State of Nevada and in the Province of Alberta, Canada. Effective September 2006 we commenced with a
natural gas development-drilling program in the White River Dome, Ant Hill Unit located in the Piceance Basin in Colorado. The White River Dome project became our primary focus of activity mid 2008 due to the belief it represented the combination of
good commercial returns while providing a large number of low risk development locations. We commenced receiving significant revenues from our White River Dome project during 2008 and have moved from an exploration stage company to an operating
company.

During 2008 Eden continued with a strategy of growing its natural gas and oil reserves and production by drilling four new wells in the Ant Hill Unit. These new wells were added to production in the first quarter of 2009 bringing our total number of
production wells in the area to eight. Net production from continuing operations for the quarter ended March 31, 2009 increased slightly to approximately 76,000 Mcfe as compared to approximately 71,000 Mcfe for the quarter ended March 31, 2008.
Revenues declined due to significantly lower commodity prices received to approximately $262,517 for the quarter ended March 31, 2009 as compared to approximately $438,921 for the quarter ended March 31, 2008.

First quarter declines in gas and oil prices have continued to impair the valuation of our Colorado assets and currently has eroded our access to reserve based financing for continued drilling in Colorado. Unless the current economic climate changes
dramatically in the near future, which is not anticipated, 2009 drilling operations in the

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Ant Hill Unit have been suspended. Management is reassessing its future plans in the area as a result of the deterioration of selling prices and field results prior to further decisions.

Management is rationalizing corporate costs where possible in an attempt to better align them with future expected reduced revenues, though based on current projections Management anticipates an operating cash shortfall in the near future. The as
yet unresolved matter over pipeline costs and reimbursements to Eden with our operating partner in Colorado further exacerbates cash flow challenges. Additional funds to meet obligations and to cover the costs of company operations are required in
the near future and Management is attempting to secure funding, though given the ongoing global economic collapse and the decline in commodity prices there is uncertainty that further funding can be raised. Notwithstanding the foregoing, Management
plans to continue to review other potential exploration projects, which may be presented to them from time to time.

Due to the implementation of British Columbia Instrument 51-509 on September 30, 2008 by the British Columbia Securities Commission, we have been deemed to be a British Columbia based reporting issuer. As such, we are required to file certain
information and documents at www.sedar.com.

Our Current Business

We are primarily focused and engaged in development drilling of the White River Dome, Ant Hill Unit Project in Colorado. We expect to continue to monitor our exploration projects pursuant to our participation agreements with our partners.

White River Dome, Ant Hill Unit Drilling and Development
  Project  Colorado

The White River Dome, Ant Hill Project is a natural gas development-drilling program located in the Piceance Basin of western Colorado. Through agreements entered into September 1, 2006 and August 31, 2007 we have an 85% working interest in these
prospective lands, and Eden carries EnCana for 15% of the total well cost in each new well drilled on 40-acre drill site quarter/quarter section. For each well drilled, Eden earned a 100% interest in a diagonal 40-acre tract, located in the same
160-acre quarter section. EnCana retains its 100% interest in the two remaining offset locations in each 160-acre drilling block.

After the initial four locations were drilled, Eden elected to develop 4 additional 160-acre drilling blocks on acreage outside the existing PAs under the same terms, which initiated Edens continuing drilling commitment. There are 34
potential 160-acre drilling blocks outside of the existing PAs that have not been developed, resulting in 68 potential drilling locations on what is effectively 40-acre spacing. There is also the potential to develop the field on 20-acre
spacing, which would provide for another 68 drilling locations.

Ant Hill Unit  Colorado

The primary targets are the Cameo Coal and Williams Fork Sandstones of the Cretaceous Mesaverde Group, found at an average depth of 8,100 feet. As of January 1, 2009 cumulative production from the field is in excess of 75 BCF from 162 wells, with
current production averaging 8 MMCF/D from 109 active wells. Typical well life in the field is in the range of 20  25 years. Based upon our independent engineers analysis, Eden currently estimates ultimate reserves per well to be
approximately 1.30 Bcfe per well, with an initial production rate of approximately 1,000 mcfd. Gas from the Ant Hill unit typically contains about 25% carbon dioxide, which is removed at a local natural gas treatment plant. Drilling and completion
costs have historically been in the $2,000,000 range per well throughout the field, though with service costs declining due to general economic conditions, we expect these costs will be reduced in future. Operations in the White River Dome Field
are largely prohibited in the winter months.

On January 30, 2009 we reported that all of the new wells had been tied in to the sales line and that we were conducting additional completion operations to get all of the wells flowing. We reported that as of January 28, 2009 we were producing
approximately 1,240 mcfd gross from our White River Dome wells. We also reported the costs and time to drill and complete the wells was in line with our original estimates, while the costs and time to install pipeline and tie-in to sales were above
original estimates and we were in discussions with suppliers, subcontractors, and our operating partner to resolve these outstanding issues and their related costs. We reported that until these

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issues were resolved, we were not in a position to advance funds to settle all 2008 drilling program related accounts or claims.

On February 16, 2009 we received an independent reserve report from MHA Petroleum Consultants Inc., of Golden, Colorado, which was effective January 1, 2009. The report assigned total proved reserves of 10.11 Bcfe net to Edens interest,
however due to the decline in gas and oil prices used in assigning reserve values, the proved undeveloped locations (8 PUDs) currently are uneconomical to drill and complete. Using year-end actual received gas and oil prices as mandated by the
SEC, net to Eden, the report assigned our eight proved developed producing wells reserves of 2.85 Bcfe with a PV10 value of $4.74 million.

On February 25, 2009 the AHU 13-43 produced at 991 mcfd and we reached daily gross production of 2,105 mcfd from 5 of 8 wells.

On March 12 2009 we reported we had received notice of a lien being placed against the property by one of the suppliers relating to the pipeline installation. The lien filed is in the amount of $692,118, which we dispute as this amount; does not
include credits and discounts previously agreed to of approximately $310,000 relating to incorrect billing processes and procedures performed by the supplier, does not reflect payments made by the Company, and includes certain other disputed
amounts. Eden calculates the final amount due the supplier to be approximately $286,000. We are working with our operating partner to resolve unpaid invoices and remove the lien, but until such time as the issue with the operating partner is
resolved, the outcome is uncertain and the Company may be contingently liable for additional amounts not recorded at this quarter end. The loss, if any, resulting from the outcome of the above will be recorded in the period when such determination
or settlements are made.

To the date of filing this report and despite ongoing discussions, no resolution whereby we are to be reimbursed for the costs we have incurred to build the pipeline has been reached. We incurred total costs of approximately $1,635,920 to
construct the pipeline, which we expected to be reimbursed for from our operating partner. Approximately $767,895 remains outstanding to us. As a result there are a number of suppliers to our 2008 White River Dome well and pipeline program that
still remain unpaid. Eden and our operating partner are aware these unpaid suppliers could file notice of lien against the recently drilled White River Dome property. On April 27, 2009 we received notice of a lien being placed against the property
by one other supplier relating to our 2008 well program. The lien filed is in the amount of $28,956.

Net production from continuing operations for the quarter ended March 31, 2009 increased slightly to approximately 76,000 Mcfe as compared to approximately 71,000 Mcfe for the quarter ended March 31, 2008. Revenues declined due to significantly
lower commodity prices received for our production, to approximately $262,517 for the quarter ended March 31, 2009 as compared to approximately $438,921 for the quarter ended March 31, 2008. Due to the continuing decline in natural gas and
oil selling prices throughout the first quarter 2009 and its impact on our ceiling test, we are reporting an impairment of $1,506,375 for the quarter ended March 31, 2009 relating to this property.

First quarter declines in gas and oil prices have continued to impair the valuation of our Colorado assets and currently has eroded our access to reserve based financing for continued drilling in Colorado. Unless the current economic climate changes
dramatically in the near future, which is not anticipated, 2009 drilling operations in the Ant Hill Unit have been suspended. Suspending continuous drilling operations for 2009 will, once the 2009 drilling season matures, cause us to become
noncompliant with our Drilling and Development Agreement with EnCana. We are in discussions with EnCana to defer our drilling obligations in the Ant Hill Unit for one year due to low prices. In the event EnCana does not agree to a deferral or
suspension for 2009 continuous drilling, our current Drilling and Development Agreement will terminate, and we will retain our interests in the current wells and properties we have earned to date. Federal Unit obligations for drilling for 2009,
which require a 2 well minimum, have been met with our 2008-drilling program. Management is reassessing its future plans in the area as a result of the deterioration of selling prices and field results prior to further decisions. More detailed
information on this project is available in our recent 2008-year end filing.

Noah Project - Nevada

From August 2004 to July 2008 we conducted an exploration program in Nevada, which cumulated in the drilling of the Noah Federal #1 well in the spring of 2008. On April 28, 2008 we reported the Noah Federal #1 well had been

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plugged and abandoned after reaching a total depth of 7,080 feet. The well encountered its targeted formation, the sub-thrust Devonian Simonson dolomite, at a depth of 5,058 feet. Based on log analysis and the lack of oil or gas shows while
drilling, the well did not warrant further testing.

On July 28, 2008 we reported our joint venture partner advised us they have elected not to pursue further exploration on additional Prospect area lands beyond the earned Prospect Area 1. We reported also that after incorporating the results of the
Noah well into our overall geological model of the area, we have decided not to pursue additional drilling leads and will not be renewing leases we hold in the project area. Accordingly, we recognized total impairment of $8,398,382 related to
the Noah project during the year ended December 31, 2008.

We believe that the Noah #1 well adequately tested our best seismic feature, and the results of the well did not warrant further drilling on the prospect or the expense of maintaining the leases. Therefore and pursuant to the Participation Agreement
with Cedar Strat and upon their instruction, on October 27, 2008 we assigned all of our rights, title, and interest in all of the approximate 150,000 acres of leases in Prospect Areas 2 through 4 of the Noah Prospect to Diamond Land, LLC, a Utah
based Company. Pursuant to the Participation Agreement, on November 3, 2008 we assigned the appropriate overriding royalties of Prospect Area 1 to Cedar Strat and Fort Scott. On December 11, 2008 we assigned our interests in approximately 39,732
acres of Prospect Area 1 to our drilling Partner in Prospect Area 1. We retained a 0.5% overriding royalty interest in the approximate 9,808 acres of the drill site lease only of Prospect Area 1, essentially concluding our participation and interest
in the Noah project. We are not carrying any value for this retained override as the fair value is not readily determinable.

Due to Diamond Land, LLC and/or Cedar Strat Corporations failure to file the aforementioned assignments within the BLM mandated filing period, on February 23, 2009 we agreed by Letter Agreement with Cedar Strat Corporation to extend the
assignment period to March 31, 2009 whereby Cedar Strat Corporation will advise us which leases and to which entity Eden should make assignment of the lands in Prospect Area 2 through 4 of the Noah prospect. On March 31, 2009 we assigned leases as
instructed by Cedar Strat to Emergent Value Group LLC. More detailed information on this project is available in our recent 2008-year end filing.

Cherry Creek Project - Nevada

On October 21, 2005, we entered into a separate Letter Agreement with Cedar Strat Corporation for the exploration and development of a new project called Cherry Creek. On July 28, 2008, subsequent to the Noah well drilling and after a careful review
of the technical aspects of the project, we reported we decided not to pursue further activities and would not be renewing leases we hold in the project area. Accordingly, we have recognized total impairment of $876,195 related to the Cherry
Creek project during the year ended December 31, 2008.

Pursuant to the Participation Agreement with Cedar Strat on October 7, 2008 we assigned our interest in all of the approximate 26,000 acres of leases in the Cherry Creek prospect to Cedar Strat Corporation thereby concluding our participation and
interest in the project.

Due to Cedar Strat Corporations failure to file the aforementioned assignments within the BLM mandated filing period, on February 23, 2009 we agreed by Letter Agreement with Cedar Strat Corporation to extend the assignment period to March 31,
2009 whereby Cedar Strat Corporation will advise us which leases and to which entity Eden should make assignment of the lands in the Cherry Creek prospect. On March 31, 2009 we assigned leases as instructed by Cedar Strat to Lucinda Kemp. More
detailed information on this project is available in our recent 2008-year end filing.

Chinchaga Project  Alberta

From March 13, 2006 to February 2007 in conjunction with our partners, we conducted an exploration program in Alberta, which cumulated with drilling two exploratory wells. Both wells were plugged and abandoned in early 2007 and we recognized total
impairment of $1,462,214 relating to the dry wells. By drilling these wells we have earned an interest in certain lands for potential future exploration. At this time no further decisions on continuing exploration in the area have been made.
More detailed information on this project is available in our recent 2008-year end filing.

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Cash Requirements

For the next twelve-month period we expect to monitor our
exploration projects in Alberta as our joint venture agreements provide for. We
expect to review other potential exploration projects from time to time as they
are presented to us.

In Colorado, we hold 640 gross acres in our White River Dome,
Ant Hill Unit development-drilling project. We have assigned our interests to
our partners in the Noah and Cherry Creek projects in Nevada. In Alberta we have
interests in approximately 23,000 gross acres of leases pursuant to our joint
venture exploration agreements.

Our focus of activity is our development-drilling program in
Colorado and over the next twelve-month period we have not budgeted for
exploration expenditures.

The continuing declines in gas and oil prices through the first
quarter of 2009 together with the ongoing deterioration of general economic
conditions has led to a significant write down in the valuation of our Colorado
assets and currently has eroded our access to reserve based financing for
continued drilling in Colorado. Unless there is dramatic positive change to the
deterioration of the general economy and depressed commodity prices, which we do
not anticipate in the short term, drilling operations in Colorado for 2009 have
been suspended and we are further downgrading our estimate of net revenues for
the next twelve month period. We expect the resultant cash flows for the next
twelve-month period not to exceed a range of $500,000 to $600,000 leaving us
with an anticipated operating cash shortfall in the near future. For the period
ending March 31, 2009 we had received or accrued approximately $262,517 from
gas, oil, and natural gas liquid sales from our production wells.

Management is reassessing future plans in the area as a result
of the deterioration of selling prices and field results prior to further
decisions. Management is rationalizing corporate costs where possible in an
attempt to better align them with future expected reduced revenues, though based
on current projections Management anticipates an operating cash shortfall in the
near future. Additional funds to meet obligations and to cover the costs of
company operations are required in the near future and Management is attempting
to secure funding, though given the recent global economic collapse and the
decline in commodity prices there is uncertainty that further funding can be
raised.

Our net cash provided by financing activities during the three
months ended March 31, 2009 was nil as compared to $37,500 during the three
months ended March 31, 2008.

We will require additional funds in the near future to maintain
operations and further funds to implement our growth strategy in our gas
development operations. These funds may be raised through equity financing, debt
financing, or other sources, 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.

Over the next twelve months we expect to expend funds as
follows:

Estimated Net Expenditures During the Next Twelve Months

$General, Administrative, and Corporate
      Expenses
    
    900,000Ant Hill Unit Lease Operating Expenses
    
    300,000Total
    
    1,200,000


We have suffered recurring losses from operations. The
continuation of our company is dependent upon our company attaining and
maintaining profitable operations and raising additional capital as needed.

The continuation of our business is dependent upon obtaining
further financing, a successful program of exploration and/or development, and,
finally, achieving a profitable level of operations. The issuance of additional
equity securities by us could result in a significant dilution in the equity
interests of our current stockholders. Obtaining

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commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. 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, we will be unable to conduct
our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment (excluding oil and gas activities) over the twelve months ending March 31, 2010 other than office computers, furnishings, and communication equipment as required.

Research and Development

We have incurred $Nil in research and development expenditures over the last fiscal year.

Employees

Currently our only employees are our directors and officers. Due to the deterioration of general economic conditions, effective February 28, 2009, we concluded our contract with an investors relations consultant and laid off a corporate
manager and oil and gas assistant. There may be further material changes in the number of employees over the next 12-month period. We do and will continue to outsource contract employment as needed. With project advancement and if we are successful
in any exploration or drilling programs, we may retain additional employees.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures
or capital resources that is material to stockholders.

Critical Accounting Policies

The discussion and analysis of our financial condition and
  results of operations are based upon our financial statements, which have been
  prepared in accordance with the accounting principles generally accepted in
  the United States of America. Preparing financial statements requires management
  to make estimates and assumptions that affect the reported amounts of assets,
  liabilities, revenue, and expenses. These estimates and assumptions are affected
  by managements application of accounting policies. We believe that understanding
  the basis and nature of the estimates and assumptions involved with the following
  aspects of our financial statements is critical to an understanding of our financial
  statements.

Basis of Presentation and Consolidation

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in United States dollars. Our company has produced significant revenue from
its principal business and in fiscal years prior to December 31, 2008 was considered an Exploration Stage Company, as defined by Statement of Financial Accounting Standard (SFAS) No. 7 Accounting and Reporting for Development Stage
Enterprises. These financial statements include the accounts of the Company and its wholly owned subsidiaries, Frontier Exploration Ltd. (Frontier), Southern Frontier Explorations Ltd. (Southern), companies incorporated
and based in the State of Nevada, Eden Energy (North) Ltd. (Eden North), a company incorporated and based in the Province of Alberta, Canada, and Eden Energy Colorado

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LLC (Eden Colorado), a company incorporated and based in the State of Colorado. All intercompany transactions and balances have been eliminated. Our fiscal year-end is December 31.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our company regularly evaluates estimates and assumptions. Our company bases its estimates and assumptions
on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual
of costs and expenses that are not readily apparent from other sources. The actual results experienced by our company may differ materially and adversely from our companys estimates. To the extent there are material differences between the
estimates and the actual results, future results of operations will be affected. The most significant estimates with regard to these financial statements relate to recoverable values of oil and gas properties, stock-based compensation, convertible
notes, the provision for income taxes, depreciation, depletion and asset retirement obligations.

Cash and Cash Equivalents

Our company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

Foreign Currency Translation

Our companys and its United States subsidiaries functional and reporting currency is the United States dollar. The functional currency of our companys Canadian subsidiary is the Canadian dollar. The financial statements of the
subsidiary are translated to United States dollars in accordance with SFAS No. 52 Foreign Currency Translation using period-end rates of exchange for assets and liabilities, and average rates of exchange for the period for
revenues and expenses. Translation gains (losses) are recorded in accumulated other comprehensive income as a component of stockholders equity. Foreign currency transaction gains and losses are included in current operations. Gains and losses
arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. Our company has not, to the date
of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Asset Retirement Obligations

Our company accounts for asset retirement obligations in accordance with the provisions of Statement of Financial Accounting Standard (SFAS) No. 143 Accounting for Asset Retirement Obligations. SFAS No. 143 requires our company to
record the fair value of an asset retirement obligation as a liability in the period in which it incurs an obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or
normal use of the assets. The estimated fair value of the asset retirement obligation is based on the current cost escalated at an inflation rate and discounted at a credit adjusted risk-free rate. This liability is capitalized as part of the cost
of the related asset and amortized over its useful life. The liability accretes until our company settles the obligation.

Oil and Gas Properties

Our company utilizes the full cost method to account for its investment in oil and gas properties. Accordingly, all costs associated with acquisition, exploration and development of oil and gas reserves, including such costs as leasehold acquisition
costs, capitalized interest costs relating to unproved properties, geological expenditures, tangible and intangible development costs including direct internal costs are capitalized to the full cost pool. When our company commences production from
established proven oil and gas reserves, capitalized costs, including estimated future costs to develop the reserves and estimated abandonment costs, net of salvage, will be depleted on

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the units-of-production method using estimates of proved reserves. Investments in unproved properties and major development projects including capitalized interest, if any, are not depleted until proved reserves associated with the projects can be
determined. If the future exploration of unproved properties are determined uneconomical the amount of such properties are added to the capitalized cost to be depleted.

The capitalized costs included in the full cost pool are subject to a "ceiling test", which limits such costs to the aggregate of the estimated present value, using a ten percent discount rate, of the future net revenues from proved reserves, based
on current economic and operating conditions plus the lower of cost and estimated net realizable value of unproven properties.

Sales of proved and unproved properties are accounted for as adjustments of capitalized costs with no gain or loss recognized, unless such adjustments would significantly alter the relationship between capitalized costs and proved reserves of oil
and gas, in which case the gain or loss is recognized in the statement of operations.

Property and Equipment

Property and equipment is recorded at cost of $219,152 (2008 - $219,152) less accumulated depreciation of $80,097 (2008 - $68,135). Depreciation is recorded on the straight-line basis over five years.

Long-Lived Assets

In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets", the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or
circumstances that may suggest impairment. Our company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the
carrying amount of the asset over its estimated fair value.

Loss Per Share

Our company computes net loss per share in accordance with SFAS No. 128 "Earnings per Share" which requires presentation of both basic and diluted earnings per share (EPS) on the face of the statement of operations. Basic EPS is computed by
dividing net loss available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt,
stock options, and warrants, using the treasury stock method. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. Shares underlying these securities totaled approximately 4,113,000 as of March 31, 2009. Diluted loss
per share figures are equal to those of basic loss per share for each period since the effects of convertible debt, stock options and warrants have been excluded as they are anti-dilutive.

Other Comprehensive Income (Loss)

SFAS No. 130, Reporting Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. For the quarter ended March 31, 2009 and 2008, the only
components of comprehensive loss were foreign currency translation adjustments.

Financial Instruments

The carrying value of our companys financial instruments, consisting of cash and cash equivalents, restricted cash, receivables, and accounts payable and accrued liabilities approximate fair value due to the relatively short maturity of these
instruments. Our company has recorded the carrying value of Convertible Notes at the estimated fair value as described in Note 8. Financial instruments that potentially subject our company to concentrations of credit risk consist primarily of cash
in excess of the federally insured amount of $100,000. To date, we have not incurred a loss relating to this concentration of credit risk.

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Income Taxes

Our company follows the liability method of accounting for income taxes as set forth in SFAS No. 109, Accounting for Income Taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates
expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes
the date of enactment or substantive enactment.

Debt Issue Costs

In accordance with the Accounting Principles Board Opinion 21 Interest on Receivables and Payables, our company recognizes debt issue costs on the balance sheet as deferred charges, and amortizes the balance over the term of the
related debt. Our company follows the guidance in the EITF 95-13 Classification of Debt Issue Costs in the Statement of Cash Flows and classifies cash payments for debt issue costs as a financing activity. During the quarter ended
March 31, 2009 our company recognized amortization expense of $nil.

Stock  Based Compensation

Our company has a stock-based compensation plan, whereby stock options are granted in accordance with the policies of the stock option plan. Our company records stock-based compensation in accordance with SFAS No. 123R Share Based
Payments, using the fair value method.

All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is
more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

Revenue Recognition

Oil and natural gas revenues are recorded using the sales method whereby our company recognizes oil and natural gas revenue based on the amount of oil and gas sold to purchasers when title passes, the amount is determinable and collection is
reasonably assured. Actual sales of gas are based on sales, net of the associated volume charges for processing fees and for costs associated with delivery, transportation, marketing, and royalties in accordance with industry standards. Operating
costs and taxes are recognized in the same period of which revenue is earned.

Going Concern

In 2008 we commenced receiving significant revenues from the White River Dome project and at mid-year we concluded our Nevada exploration projects. Reflecting these operational changes, as at December 31, 2008 we moved from an exploration stage
company to an operating company. However, due to early production instability with our new wells in the White River Dome field and a dramatic decline in oil and gas selling prices through 2008 and into 2009, we continue to be burdened with operating
losses and a lack of positive cash flow to the point where we anticipate an operating cash short fall in the near future. Reserve based debt financing for further development is currently unavailable to us due to the decline in oil and gas selling
prices. We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the
sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We currently do not have any arrangements in place for any future debt or equity financing. Global financial markets and economic
conditions have deteriorated significantly and though we have been successful in the past raising funding, we may not be successful in future or as early as funds are required in order to maintain operations. We are attempting to reduce overhead
costs where possible to meet anticipated reduced revenues but prior commitments make this challenging to realize. Future economic concerns and uncertainty are exacerbating the already negative environment we operate in

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as continued downward pricing pressure is expected through the
year ahead, which will result in further reduced revenues realized.

Results of Operations  Three Months Ended March 31, 2009
and 2008

The following summary of our results of operations should be
read in conjunction with our financial statements for the quarter ended March
31, 2009, which are included herein.

Our operating results for the three months ended March 31,
2009, for the three months ended March 31, 2008 and the changes between those
periods for the respective items are summarized as follows:

Three Months Ended
      March 31, 2009
    
    Three Months Ended
      March 31, 2008
    
    Change Between Three Month
      Period Ended March 31, 2009 and March 31,
      2008Revenue
    $
    262,517
    
    438,921
    
    (176,404)Debt conversion
      expense
    
    -
    
    2,912,000
    
    (2,912,000)Depletion, depreciation and amortization
      
    146,944
      
    409,845
      
    (262,901)General and
      administrative
    
    243,174
    
    218,361
    
    24,813Interest expense
    
    64
    
    502,203
    
    (502,139)Impairment loss on oil and gas properties
      
    1,506,375
      
    -
      
    1,506,375Management fees
    
    83,750
    
    225,517
    
    (141,767)Oil and gas operating expenses
      
    141,070
      
    284,670
      
    (143,600)Professional Fees
    
    37,542
    
    114,334
    
    (76,792)Net loss
    
    1,890,871
    
    4,062,148
    
    (2,171,277)


As at March 31, 2009, we had $1,001,499 in current liabilities.
Our net cash provided by operating activities for the three months ended March
31, 2009 was $689,660 compared to $219,788 used in the three months ended March
31, 2008. Our accumulated losses increased to $46,871,327 as of March 31, 2009.
Our financial statements report a net loss of $1,890,871 for the three month
period ended March 31, 2009 compared to a net loss of $4,062,148 for the three
month period ended March 31, 2008. Our losses have decreased primarily as a
result of rationalization initiatives, a decrease in interest and other costs,
and $nil debt conversion expense for the three month period ended March 31, 2009
as compared to $2,912,000 for the three month period ended March 31, 2008. These
decreases were offset by an increase in impairment of oil and gas properties of
$1,506,375 for the three months ended March 31, 2009 as compared to $nil for the
three months ended March 31, 2008. The Company also recognized a depletion, depreciation, and amortization expense of its capitalized oil and gas expenditures of $146,944 during the three months ended March 31, 2009, compared to $409,845 for the three months ended March 31, 2008.  Based on a net depletion of $131,868, the depletion rate for Colorado production for the three months ended March 31, 2009 was $1.74/mcfe.

Our total liabilities as of March 31, 2009 were $1,238,538 as
compared to total liabilities of $2,044,722 as of March 31, 2008. The decrease
was due to a decrease in accounts payable from $1,810,797 as at March 31, 2008
to $1,001,499 as at March 31, 2009.

During the three month period ended March 31, 2009 we spent
$1,138,585 on exploration, development and acquisition of our oil and gas
properties as compared to $5,358,379 spent during the three month period ended
March 31, 2008. Of this amount $nil was attributable to acquisition costs (2008
- $65,001), and $1,138,585 (2008 - $5,293,378) was attributable to exploration
and development costs.

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Liquidity and Financial Condition

Working Capital

|                    |   | At        |   |  | At        | 
|------------------- | - | --------- | - |  | --------- | 
|                    |   | March 31  |   |  | March 31  | 
|                    |   | 2009      |   |  | 2008      | 
|Current assets      | $ | 762,019   |   |  | 1,941,490 | 
|Current liabilities |   | 1,001,499 |   |  | 1,810,797 | 
|Working capital     | $ | (239,480  | ) |  | 130,693   | 

Cash Flows

|                                                            |   | Three Months Ended |  
|----------------------------------------------------------- | - | ------------------ | -
|                                                            |   | March 31           |  
|                                                            |   | 2009               |  
|Cash flows provided by (used in) operating
      activities | $ | 689,660            |  
|Cash flows provided by (used in) investing activities       |   | (1,058,585         | )
|Cash flows provided by (used in) financing
      activities |   | -                  |  
|Effect of exchange rate changes on cash                     |   | (721               | )
|Net increase (decrease) in cash during period               | $ | (369,646           | )

Operating Activities

Net cash provided by operating activities was $689,660 in the
three months ended March 31, 2009 compared with net cash used in operating
activities of $219,788 in the same period in 2008.

Investing Activities

Net cash used in investing activities was $1,058,585 in the
three months ended March 31, 2009 compared to net cash used in investing
activities of $5,358,379 in the same period in 2008. The decrease in use of cash
of $4,299,521 in investing activities is mainly attributable to the decrease in
oil and gas property development costs.

Financing Activities

Net cash provided by financing activities was $nil in the three
months ended March 31, 2009 compared to $37,500 in the same period in 2008.

Oil and gas sales volume comparisons for the quarter ended
March 31, 2009 compared to the quarter ended March 31, 2008

For the quarter ended March 31, 2009 net production from
continuing operations increased slightly to approximately 76,000 Mcfe as
compared to approximately 71,000 Mcfe for the quarter ended March 31, 2008. Due
to declining commodity prices we recognized oil and gas sales of approximately
$262,517 for the quarter ended March 31, 2009 as compared to approximately
$438,921 in the same period in 2008. The slight increase in oil and gas
production volumes in the Ant Hill project is due to the addition of 4 new
production wells in the field offsetting the decline rate of our initial 4
production wells.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, 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 president (also
our principal

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executive officer) and our secretary, treasurer and chief
financial officer (also our principal financial and accounting officer) to allow
for timely decisions regarding required disclosure.

As of March 31, 2009, the end of our first quarter covered by
this report, we carried out an evaluation, under the supervision and with the
participation of our president (also our principal executive officer) and our
secretary, treasurer and chief financial officer (also our principal financial
and accounting officer), of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our president (also
our principal executive officer) and our secretary, treasurer and chief
financial officer (also our principal financial and accounting officer)
concluded that our disclosure controls and procedures were effective in
providing reasonable assurance in the reliability of our financial reports as of
the end of the period covered by this quarterly report.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent
limitations which include but is not limited to the use of independent
professionals for advice and guidance, interpretation of existing and/or
changing rules and principles, segregation of management duties, scale of
organization, and personnel factors. Internal control over financial reporting
is a process which involves human diligence and compliance and is subject to
lapses in judgment and breakdowns resulting from human failures. Internal
control over financial reporting also can be circumvented by collusion or
improper management override. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements on a
timely basis, however these inherent limitations are known features of the
financial reporting process and it is possible to design into the process
safeguards to reduce, though not eliminate, this risk. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial
Reporting

There have been no changes in our internal controls over
financial reporting that occurred during the quarter ended March 31, 2009 that
have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, executive officers or affiliates, or any registered or beneficial
stockholder, is an adverse party or has a material interest adverse to our
interest.

Item 1A. Risk Factors

Our business operations are subject to a number of risks and
uncertainties, including, but not limited to those set forth below:

We have had negative cash flows from operations If we are
unable to obtain financing in the amounts and on terms deemed acceptable to us,
we may be unable to continue our business and as a result may be required to
scale back or cease operations for our business, the result of which would be
that our stockholders would lose some or all of their investment.

To date we have had negative cash flows from operations and we
have been dependent on sales of our equity securities and debt financing to meet
our cash requirements and have incurred losses totaling approximately

---

$1,891,591 for the quarter ended March 31, 2009, and cumulative
losses of $46,871,327 to March 31, 2009. As of March 31, 2009 we had working
capital of $(239,480). We do not expect positive cash flow from operations in
the near term and there is no assurance that actual cash requirements will not
exceed our estimates, or that our sales projections will be realized as
estimated. In particular, additional capital may be required in the event that:

- drilling and completion costs for
further wells increase beyond our expectations; or

- commodity prices for our production
decline beyond our expectations; or

- production levels do not meet our
expectations; or

- we encounter greater costs associated
with general and administrative expenses or offering costs.

The occurrence of any of the aforementioned events could
adversely affect our ability to meet our business plans.

We will depend almost exclusively on outside capital to pay for
the continued exploration and development of our properties. Such outside
capital may include the sale of additional stock and/or commercial borrowing.
Capital may not continue to be available if necessary to meet these continuing
development costs or, if the capital is available, that it will be on terms
acceptable to us. The issuance of additional equity securities by us would
result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

If we are unable to obtain financing in the amounts and on
terms deemed acceptable to us, we may be unable to continue our business and as
a result may be required to scale back or cease operations for our business, the
result of which would be that our stockholders would lose some or all of their
investment.

A decline in the price of our common stock could affect our
ability to raise further working capital and adversely impact our operations.

A prolonged decline in the price of our common stock could
result in a reduction in the liquidity of our common stock and a reduction in
our ability to raise capital. Because our operations have been primarily
financed through the sale of equity securities, a decline in the price of our
common stock could be especially detrimental to our liquidity and our continued
operations. Any reduction in our ability to raise equity capital in the future
would force us to reallocate funds from other planned uses and would have a
significant negative effect on our business plans and operations, including our
ability to develop new products and continue our current operations. If our
stock price declines, we may not be able to raise additional capital or generate
funds from operations sufficient to meet our obligations.

We have a history of losses and fluctuating operating
results. We expect to continue to incur operating losses and negative cash flow
until we receive significant commercial production from our properties

From inception through to March 31, 2009, we have incurred
aggregate losses of approximately $46,871,327. Our loss from operations for the
quarter ended March 31, 2009 was $1,896,402. There is no assurance that we will
operate profitably or will generate positive cash flow in the future. In
addition, our operating results in the future may be subject to significant
fluctuations due to many factors not within our control, such as the
unpredictability of when customers will purchase our production and/or services,
the size of customers purchases, the demand for our production and/or services,
and the level of competition and general economic conditions. If we cannot
generate positive cash flows in the future, or raise sufficient financing to
continue our normal operations, then we may be forced to scale down or even
close our operations. Until such time as we generate significant revenues, we
expect an increase in development costs and operating costs. Consequently, we
expect to continue to incur operating losses and negative cash flow until we
receive significant commercial production from our properties.

---

We have a limited operating history and if we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business operations.

We have limited history of revenues from operations and have limited significant tangible assets. We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably. Our company has a limited operating
history and must still be considered in the early development stage. The success of our company is significantly dependent on a successful acquisition, drilling, completion and production program. Our companys operations will be subject to all
the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We may be unable to locate recoverable reserves, extract the reserves economically, and/or operate
on a profitable basis. We are in the early development stage of an operating company and potential investors should be aware of the difficulties normally encountered by enterprises in the development stage. If our business plan is not successful,
and we are not able to operate profitably, investors may lose some or all of their investment in our company.

Trading of our stock may be restricted by the SEC's "Penny Stock" regulations, which may limit a stockholder's ability to buy and sell our stock.

The U.S. Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per
share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors." The
term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The
penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC, which provides information about penny stocks
and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing
prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these
rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of
reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the
penny stock rules discourage investor interest in and limit the marketability of, our common stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that
customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and
other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for
broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Trading in our common shares on the OTC Bulletin Board is limited and sporadic making it difficult for our shareholders to sell their shares or liquidate their investments.

Our common shares are currently listed for public trading on the OTC Bulletin Board. The trading price of our common shares has been subject to wide fluctuations. Trading prices of our common shares may fluctuate in

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response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies
with no current business operation. There can be no assurance that trading prices and price earnings ratios previously experienced by our common shares will be matched or maintained. These broad market and industry factors may adversely affect the
market price of our common shares, regardless of our operating performance.

In the past, following periods of volatility in the market price of a company's securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of
management's attention and resources.

Because of the early stage of development and the nature of our business, our securities are considered highly speculative.

Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of its development. We have largely been engaged in the business of exploring and until only recently attempting to develop
commercial reserves of oil and gas. Our Alberta property is in the exploration stage and without known reserves of oil and gas. Only our Colorado properties have commenced production. Accordingly, we have not generated significant revenues nor have
we realized a profit from our operations to date and there is little likelihood that we will generate significant revenues or realize any profits in the short term. Any profitability in the future from our business will be dependent upon attaining
adequate levels of internally generated revenues through locating and developing economic reserves of oil and gas, which itself is subject to numerous risk factors as set forth herein. Since we have not generated adequate revenues, we will have to
raise additional monies through either securing industry reserve based debt financing, or the sale of our equity securities or debt, or combinations of the above in order to continue our business operations.

As our properties are in the exploration and early development stage there can be no assurance that we will establish commercial discoveries and/or profitable production programs on these properties.

Exploration for economic reserves of oil and gas is subject to a number of risk factors. Few properties that are explored are ultimately developed into producing oil and/or gas wells. Our past Nevada properties have been fully impaired and our
Alberta properties are in the exploration stage only and are without proven reserves of oil and gas. We may not establish commercial discoveries on these properties. Our Colorado property is in early stage development drilling and may prove
uneconomic to develop.

The potential profitability of oil and gas ventures depends upon factors beyond the control of our company.

The potential profitability of oil and gas properties is dependent upon many factors beyond our control. For instance, world prices and markets for oil and gas are unpredictable, highly volatile, potentially subject to governmental fixing, pegging,
controls, or any combination of these and other factors, and respond to changes in domestic, international, political, social, and economic environments. Additionally, due to worldwide economic uncertainty, the availability and cost of funds for
production and other expenses have become increasingly difficult, if not impossible, to project. These changes and events may materially affect our financial performance.

Adverse weather conditions can also hinder drilling operations. A productive well may become uneconomic in the event water or other deleterious substances are encountered which impair or prevent the production of oil and/or gas from the well. In
addition, production from any well may be unmarketable if it is impregnated with water or other deleterious substances. The marketability of oil and gas, which may be acquired or discovered, will be affected by numerous factors beyond our control.
These factors include the proximity and capacity of oil and gas pipelines and processing equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production and environmental protection. These factors cannot be accurately
predicted and the combination of these factors may result in our company not receiving an adequate return on invested capital.

---

Competition in the oil and gas industry is highly competitive and there is no assurance that we will be successful in acquiring the leases.

The oil and gas industry is intensely competitive. We compete with numerous individuals and companies, including many major oil and gas companies, which have substantially greater technical, financial and operational resources and staff.
Accordingly, there is a high degree of competition for desirable oil and gas leases, suitable properties for drilling operations and necessary drilling equipment, as well as for access to funds. We cannot predict if the necessary funds can be raised
or that any projected work will be completed. Our budget does not anticipate the potential acquisition of additional acreage in Alberta although this may change at any time without notice. This acreage may not become available or if it is available
for leasing, that we may not be successful in acquiring the leases. There are other competitors that have operations in these areas and the presence of these competitors could adversely affect our ability to acquire additional leases.

The marketability of natural resources will be affected by numerous factors beyond our control, which may result in us not receiving an adequate return on invested capital to be profitable or viable.

The marketability of natural resources, which may be acquired or discovered by us, will be affected by numerous factors beyond our control. These factors include market fluctuations in oil and gas pricing and demand, the proximity and capacity of
natural resource markets and processing equipment, governmental regulations, land tenure, land use, regulation concerning the importing and exporting of oil and gas and environmental protection regulations. The exact effect of these factors cannot
be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to be profitable or viable.

Oil and gas operations are subject to comprehensive regulation, which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on our company.

Oil and gas operations are subject to federal, state, and local laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment. Oil and
gas operations are also subject to federal, state, and local laws and regulations, which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment. Various permits from government bodies are
required for drilling operations to be conducted; no assurance can be given that such permits will be received. Environmental standards imposed by federal, provincial, or local authorities may be changed and any such changes may have material
adverse effects on our activities. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for
pollution or other environmental damages, which it may elect not to insure against due to prohibitive premium costs and other reasons. To date we have not been required to spend any material amount on compliance with environmental regulations.
However, we may be required to do so in future and this may affect our ability to expand or maintain our operations.

Governmental Regulations

Our oil and gas operations are subject to various United States and Canadian federal, state/provincial and local governmental regulations. Matters subject to regulation include discharge permits for drilling operations, drilling and abandonment
bonds, reports concerning operations, the spacing of wells, and pooling of properties and taxation. From time to time, regulatory agencies have imposed price controls and limitations on production by restricting the rate of flow of oil and gas wells
below actual production capacity in order to conserve supplies of oil and gas. The production, handling, storage, transportation and disposal of oil and gas, by-products thereof, and other substances and materials produced or used in connection with
oil and gas operations are also subject to regulation under federal, state, provincial and local laws and regulations relating primarily to the protection of human health and the environment. To date, expenditures related to complying with these
laws, and for remediation of existing environmental contamination, have not been significant in relation to the results of operations of our company. The requirements imposed by such laws and regulations are frequently changed and subject to
interpretation, and we are unable to predict the ultimate cost of compliance with these requirements or their effect on our operations.

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Exploration and production activities are subject to certain environmental regulations, which may prevent or delay the commencement or continuance of our operations.

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

We believe that our operations comply, in all material respects, with all applicable environmental regulations.

Our operating partners maintain insurance coverage customary to the industry; however, we are not fully insured against all possible environmental risks.

Exploratory and development drilling involves many risks and we may become liable for pollution or other liabilities, which may have an adverse effect on our financial position.

Drilling operations generally involve a high degree of risk. Hazards such as unusual or unexpected geological formations, power outages, labor disruptions, blow-outs, sour gas leakage, fire, inability to obtain suitable or adequate machinery,
equipment or labour, and other risks are involved. We may become subject to liability for pollution or hazards against which it cannot adequately insure or which it may elect not to insure. Incurring any such liability may have a material adverse
effect on our financial position and operations.

Any change to government regulation/administrative practices may have a negative impact on our ability to operate and our profitability.

The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States, Canada, or any other jurisdiction, may be changed, applied or interpreted in a manner which will
fundamentally alter the ability of our company to carry on our business.

The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our ability to
operate and/or our profitably.

Our By-laws contain provisions indemnifying our officers and directors against all costs, charges and expenses incurred by them.

Our By-laws contain provisions with respect to the indemnification of our officers and directors against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him,
including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been one of our directors or officers.

Investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share if we issue additional shares or raise funds through the sale of equity securities.

Our constating documents authorize the issuance of 100,000,000 shares of common stock with a par value of $0.001 and 10,000,000 shares of preferred stock with a par value of $0.001. In the event that we are required to issue any additional
shares or enter into private placements to raise financing through the sale of equity securities, investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which
such securities are sold. If we issue any such additional shares, such issuances also

---

will cause a reduction in the proportionate ownership and
voting power of all other shareholders. Further, any such issuance may result in
a change in our control.

Our By-laws do not contain anti-takeover provisions, which
could result in a change of our management and directors if there is a take-over
of our company.

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

As a result of a majority of our directors and officers are
residents of other countries other than the United States, investors may find it
difficult to enforce, within the United States, any judgments obtained against
our company or our directors and officers.

Other than our operations office in Denver, Colorado, we do not
currently maintain a permanent place of business within the United States. In
addition, a majority of our directors and officers are nationals and/or
residents of countries other than the United States, and all or a substantial
portion of such persons' assets are located outside the United States. As a
result, it may be difficult for investors to enforce within the United States
any judgments obtained against our company or our officers or directors,
including judgments predicated upon the civil liability provisions of the
securities laws of the United States or any state thereof.

Other Risks

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most
significant risks to our business, but we cannot predict whether, or to what
extent, any of such risks may be realized nor can we guarantee that we have
identified all possible risks that might arise. Investors should carefully
consider all of such risk factors before making an investment decision with
respect to our common stock.

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

None.

Item 3.   Defaults Upon Senior Securities

None.

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

None.

Item 5.    Other Information

None.

Item 6.    Exhibits

|Exhibit | Description                                                                                                                                  
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                              
|        |                                                                                                                                              
|(3)     | (i) Articles
      of Incorporation; and (ii) Bylaws                                                                                         
|        |                                                                                                                                              
|3.1     | Articles of
      Incorporation (incorporated by reference from our Registration Statement
      on Form 10-SB, filed on September 11, 2000).

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|Exhibit | Description                                                                                                                                                                                                                                               
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                           
|3.2     | Bylaws (incorporated by reference from our Registration
      Statement on Form 10-SB, filed on September 11, 2000).                                                                                                                                      
|        |                                                                                                                                                                                                                                                           
|3.3     | Certificate of Amendment filed with the Secretary of
      State of Nevada on June 16, 2004 (incorporated by reference from our
      Quarterly Report on Form 10-QSB filed on November 22, 2004).                                                        
|        |                                                                                                                                                                                                                                                           
|3.4     | Certificate of Amendment filed with the Secretary of
      State of Nevada on August 6, 2004 (incorporated by reference from our
      Quarterly Report on Form 10-QSB filed on November 22, 2004).                                                       
|        |                                                                                                                                                                                                                                                           
|(4)     | Instruments defining rights of security holders,
      including indentures                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                           
|4.1     | 2004 Stock Option Plan (incorporated by reference from
      our Form S-8, filed on October 8, 2004).                                                                                                                                                     
|        |                                                                                                                                                                                                                                                           
|4.2     | Amended 2004 Stock Option Plan (incorporated by reference
      from our Current Report filed on Form 8- K filed on January 23, 2008)                                                                                                                     
|        |                                                                                                                                                                                                                                                           
|(10)    | Material Contracts                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                           
|10.1    | Form of Stock Option Agreement entered into with the
      following individuals (incorporated by reference from our Quarterly Report
      on Form 10-QSB filed on August 12, 2005):                                                                     
|        | Donald Sharpe                                                                                                                                                                                                                                             
|        | John Martin                                                                                                                                                                                                                                               
|        | Neil Maedel                                                                                                                                                                                                                                               
|        | Drew Bonnell                                                                                                                                                                                                                                              
|        |                                                                                                                                                                                                                                                           
|10.2    | Participation Agreement with Merganser Limited
      (incorporated by reference from our Current Report on Form 8-K filed on
      November 10, 2005).                                                                                                    
|        |                                                                                                                                                                                                                                                           
|10.3    | Joint Participating Agreement with Chamberlain
      Exploration Development and Research Stratigraphic Corporation dba Cedar
      Strat Corporation (incorporated by reference from our Current Report on
      Form 8- K filed on February 21, 2006).**
|        |                                                                                                                                                                                                                                                           
|10.4    | Amended Management Consulting Agreement dated February
      28, 2006 and made effective February 1, 2006 with Drew Bonnell
      (incorporated by reference from our Current Report on Form 8-K filed on
      March 10, 2006).                          
|        |                                                                                                                                                                                                                                                           
|10.5    | Amended Management Consulting Agreement dated February
      28, 2006 and made effective February 1, 2006 with Donald Sharpe
      (incorporated by reference from our Current Report on Form 8-K filed on
      March 10, 2006).                         
|        |                                                                                                                                                                                                                                                           
|10.6    | Farmout and Option Agreement with Suncor dated March 7,
      2006 (incorporated by reference from our Current Report on Form 8-K filed
      on March 17, 2006).**                                                                                       
|        |                                                                                                                                                                                                                                                           
|10.7    | Management Agreement with Freestone Energy LLC dated May
      1, 2006 (incorporated by reference from our Current Report on Form 8-K
      filed on May 2, 2006).                                                                                        
|        |                                                                                                                                                                                                                                                           
|10.8    | Stock Option Agreement with Larry Kellison dated May 1,
      2006 (incorporated by reference from our Current Report on Form 8-K filed
      on May 2, 2006).                                                                                            
|        |                                                                                                                                                                                                                                                           
|10.9    | Amended Management Consulting Agreement dated December
      21, 2006 and made effective January 1, 2007 with Drew Bonnell
      (incorporated by reference from our Current Report on Form 8-K filed on
      December 22, 2006).                        
|        |                                                                                                                                                                                                                                                           
|10.10   | Amended Management Consulting Agreement dated December
      21, 2006 and made effective January 1, 2007 with D. Sharpe Management Inc.
      (incorporated by reference from our Current Report on Form 8-K filed on
      December 22, 2006).           
|        |                                                                                                                                                                                                                                                           
|10.11   | Form of Stock Option Agreement with Donald Sharpe, Drew
      Bonnell, John Martin and Larry Kellison (incorporated by reference from
      our Current Report on Form 8-K filed on December 22, 2006).                                                   

---

|Exhibit | Description                                                                                                                                                                                                                                                                          
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                      
|10.12   | Form of Stock
        Option Agreement with Paul Mitchell, Kim Lloyd and Olga Bespalaja (incorporated
        by reference from our Current Report on Form 8-K filed on December 22,
        2006).                                                                                  
|        |                                                                                                                                                                                                                                                                                      
|10.13   | Participation
        Agreement dated February 14, 2007 with Suncor Energy Inc., Grand Banks
        Energy Corporation and Dejour Energy (Alberta) Ltd. (incorporated by reference
        from our Current Report on Form 8-K filed on February 23, 2007).                         
|        |                                                                                                                                                                                                                                                                                      
|10.14   | Amended Management
        Consulting Agreement dated December 21, 2006 and made effective January
        1, 2007 with Freestone Energy LLC (incorporated by reference from our
        Current Report on Form 8-K filed on February 23, 2007).                                     
|        |                                                                                                                                                                                                                                                                                      
|10.15   | Form of Stock
        Option Agreement with Ralph Stensaker (incorporated by reference from
        our Current Report on Form 8-K filed on December 22, 2006).                                                                                                                      
|        |                                                                                                                                                                                                                                                                                      
|10.16   | Agreement Starlight
        Oil & Gas LLC and Starlight Operating Company, Inc. effective August
        31, 2007 (incorporated by reference from our Current Report on Form 8-K
        filed on September 11, 2007).                                                               
|        |                                                                                                                                                                                                                                                                                      
|10.17   | Amended Management
        Consulting Agreement dated December 21, 2007 and made effective January
        1, 2008 with D. Sharpe Management Inc. (incorporated by reference from
        our Current Report on Form 8-K filed on December 28, 2007).                                
|        |                                                                                                                                                                                                                                                                                      
|10.18   | Amended Management
        Consulting Agreement dated December 21, 2007 and made effective January
        1, 2008 with Drew Bonnell (incorporated by reference from our Current
        Report on Form 8-K filed on December 28, 2007).                                             
|        |                                                                                                                                                                                                                                                                                      
|10.19   | Amended Management
        Consulting Agreement dated December 21, 2007 and made effective January
        1, 2008 with Larry Kellison. (incorporated by reference from our Current
        Report on Form 8-K filed on December 28, 2007).                                          
|        |                                                                                                                                                                                                                                                                                      
|10.20   | Form of Note
        and Warrant Amendment Agreement dated January 17, 2008 (incorporated by
        reference from our Current Report on Form 8-K filed on January 23, 2008).                                                                                                       
|        |                                                                                                                                                                                                                                                                                      
|10.21   | Form of Stock
        Option Agreement with Donald Sharpe, Drew Bonnell, John Martin, Ralph
        Stensaker, Larry Kellison, Kim Lloyd, Olga Bespalaja and Paul Mitchell
        (incorporated by reference from our Current Report on Form 8-K filed on
        January 23, 2008).
|        |                                                                                                                                                                                                                                                                                      
|10.22   | Note and Warrant
        Amendment Agreement dated February 8, 2008 with RAB Special Situations
        (Master) Fund Limited (incorporated by reference from our Current Report
        on Form 8-K filed on February 14, 2008).                                                    
|        |                                                                                                                                                                                                                                                                                      
|10.23   | Form of Note
        and Warrant Amendment Agreement dated April 2, 2008 (incorporated by reference
        from our Current Report on Form 8-K filed on April 4, 2008).                                                                                                             
|        |                                                                                                                                                                                                                                                                                      
|10.24   | Executive Employment
        Agreement between the company and Larry Kellison, executed July 18, 2008
        and dated effective January 1, 2008 (incorporated by reference from our
        Current Report on Form 8-K filed on July 22, 2008).                                    
|        |                                                                                                                                                                                                                                                                                      
|(14)    | Code of Ethics                                                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                      
|14.1    | Code of Business
        Conduct and Ethics (incorporated by reference from our Annual Report on
        Form 10- KSB filed on April 14, 2004).                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                      
|(31)    | Rule 13a-14(a)/15d-14(a)
        Certifications                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                      
|31.1*   | Section
        302 Certification under Sarbanes-Oxley Act of 2002 of Donald Sharpe                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                      
|31.2*   | Section
        302 Certification under Sarbanes-Oxley Act of 2002 of Drew Bonnell                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                      
|(32)    | Section 1350
        Certifications                                                                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                      
|32.1*   | Section
        906 Certification under Sarbanes-Oxley Act of 2002 of Donald Sharpe                                                                                                                                                                                                  

---

|Exhibit | Description                                                                     
|------- | --------------------------------------------------------------------------------
|Number  |                                                                                 
|        |                                                                                 
|32.2*   | Section
      906 Certification under Sarbanes-Oxley Act of 2002 of Drew Bonnell

* Filed herewith. **Certain parts of this document have not
been disclosed and have been filed separately with the Secretary, Securities and
Exchange Commission, and is subject to a confidential treatment request pursuant
to Rule 24b-2 of the Securities Exchange Act of 1934.

---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

|                    | EDEN ENERGY CORP.                         
|------------------- | ------------------------------------------
|                    | (Registrant)                              
|                    |                                           
|                    |                                           
|Dated: May 14, 2009 | /s/
    Donald Sharpe                     
|                    | Donald Sharpe                             
|                    | President                                 
|                    | (Principal Executive Officer)             
|                    |                                           
|Dated: May 14, 2009 | /s/ Drew Bonnell                          
|                    | Drew Bonnell                              
|                    | Secretary, Treasurer and CFO              
|                    | (Principal Financial Officer and Principal
|                    | Accounting Officer)                       

---