# UNITED STATESSECURITIES
AND EXCHANGE COMMISSION Washington, D.C. 20549

# Form 10-QSB

(Mark One)

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

| | For
the quarterly period ended  September 30, 2004
| | --------------------------------------------------

[     ] TRANSITION REPORT
UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

| | For
the transition period from __________ to __________
| | -------------------------------------------------------

| | Commission
file number  000-31503
| | ---------------------------------

EDEN ENERGY CORP.(Exact
name of small business issuer as specified in its charter)

|                                                               |                                  
|-------------------------------------------------------------- | ---------------------------------
|Nevada                                                         | 98-0199981                       
|(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.)

1925  200
Burrard Street, Vancouver, BC V6C 3L6 (Address of principal executive offices)

604.693.0179 (Issuers
telephone number)

Not Applicable(Former
name, former address and former fiscal year, if changed since last report)

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

# APPLICABLE ONLY TO
ISSUERS INVOLVED IN BANKRUPTCYPROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the issuer has filed
all documents and reports required to be filed by Section 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

State the number of shares
outstanding of each of the issuers classes of common equity, as of the latest
practicable date:  17,645,869 common shares issued and outstanding as of
November 2, 2004

Transitional Small Business
Disclosure Format (Check one):       Yes [     ]       No [X]

---

2

# PART I 
FINANCIAL INFORMATION

# Item 1.  Financial
Statements.

EDEN ENERGY CORP.

(Formerly E-COM
TECHNOLOGIES CORPORATION)

(An Exploration Stage
Company)

Interim Consolidated
Financial Statements (Expressed in United States
dollars)

September 30, 2004

---

F-1

Eden Energy Corp. (Formerly E-Com
Technologies Corporation)(An Exploration Stage Company)Consolidated
Balance Sheets(Expressed in United States dollars)

|                                                                                 | September 30,
2004 | December 31,
2003
|-------------------------------------------------------------------------------- | ------------------ | -----------------
|                                                                                 | (Unaudited)        |                  
|Assets                                                                           |                    |                  
|Cash                                                                             |                    |                  
|                                                                                
|Total Current Assets                                                             |                    |                  
|Oil and gas properties, unproven (Note 3)                                        |                    |                  
|                                                                                
|Total Assets                                                                     |                    |                  
|                                                                                
|Liabilities and Stockholders' Equity                                             |                    |                  
|Current Liabilities                                                              |                    |                  
|Accounts payable and accrued liabilities                                         |                    |                  
|Due to related parties (Note 4)                                                  |                    |                  
|Loans payable (Note 5)                                                           |                    |                  
|                                                                                
|Total Current Liabilities                                                        |                    |                  
|Convertible debenture (Note 6)                                                   |                    |                  
|                                                                                
|Total Liabilities                                                                |                    |                  
|                                                                                
|Stockholders' Equity                                                             |                    |                  
|Preferred Stock:                                                                 |                    |                  
|10,000,000 preferred shares authorized, $0.001 par value                         |                    |                  
|None issued                                                                      |                    |                  
|Common Stock: (Note 7)                                                           |                    |                  
|100,000,000 shares authorized, $0.001 par value                                  |                    |                  
|17,145,868 shares issued and outstanding (December 31, 2003 - 17,145,868 shares) |                    |                  
|Additional paid-in capital                                                       |                    |                  
|Obligation to issue common stock (Note 8)                                        |                    |                  
|Deficit accumulated prior to the exploration stage                               |                    |                  
|Deficit accumulated during the exploration stage                                 |                    |                  
|                                                                                
|Total Stockholders' Equity (Deficiency)                                          |                    |                  
|                                                                                
|Total Liabilities and Stockholders' Equity                                       |                    |                  
|                                                                                

The accompanying notes
are an integral part of these statements

---

F-2

Eden Energy Corp. (Formerly E-Com
Technologies Corporation)(An Exploration Stage Company)Interim Consolidated
Statements of Operations(Expressed in United States dollars) (Unaudited)

|                                   | Three Months
Ended
September 30
2004 | Three Months
Ended
September 30,
2003 | Nine Months
Ended
September 30,
2004 | Nine Months
Ended
September 30
2003 | January 1,
2004
(Date of
Inception of
Exploration
Stage) To
September
30, 2004
|---------------------------------- | ------------------------------------ | ------------------------------------- | ------------------------------------ | ----------------------------------- | ------------------------------------------------------------------------------
|Continuing Operations              |                                      |                                       |                                      |                                     |                                                                               
|Expenses                           |                                      |                                      
|Consulting                         |                                      |                                       | $                                    | 2,000                               |                                                                               
|Filing fees and transfer agent     |                                      |                                       |                                      | 435                                 |                                                                               
|General and administrative         |                                      |                                       |                                      | 7,157                               |                                                                               
|Interest expense                   |                                      |                                       |                                      | 7,043                               |                                                                               
|Management fees (Note 4 (a))       |                                      |                                       |                                      | 5,000                               |                                                                               
|Stock-based compensation           |                                      |                                       |                                      | 149,955                             |                                                                               
|Professional fees                  |                                      |                                       |                                      | 10,382                              |                                                                               
|                                  
|Loss from continuing operations    |                                      |                                       |                                      | (181,972                            | )                                                                             
|                                  
|Discontinued Operations            |                                      |                                      
|Comprehensive loss from operations |                                      |                                       |                                      | --                                  |                                                                               
|                                  
|Loss from discontinued operations  |                                      |                                       |                                      | --                                  |                                                                               
|Net loss for the period            |                                      |                                       | $                                    | (181,972                            | )                                                                             
|                                  
|Basic and Diluted loss per share:  |                                      |                                      
|Continuing operations              |                                      |                                       | $                                    | (0.01                               | )                                                                             
|Discontinued operations            |                                      |                                       |                                      | (0.00                               | )                                                                             
|                                  
|                                   |                                      |                                       | $                                    | (0.01                               | )                                                                             
|                                  
|Weighted Average Shares:           |                                      |                                      
|Basic                              |                                      |                                       |                                      | 17,145,868                          |                                                                               
|Diluted                            |                                      |                                       |                                      | 20,650,625                          |                                                                               
|                                  

The accompanying notes
are an integral part of these statements

---

F-3

Eden Energy Corp. (Formerly E-Com
Technologies Corporation)(An Exploration Stage Company)Consolidated Interim
Statements of Cash Flows(Expressed in United States dollars) (Unaudited)

|                                                                                         | Nine Months
Ended
September 30,
2004 | Nine Months
Ended
September 30,
2003
|---------------------------------------------------------------------------------------- | ------------------------------------ | ------------------------------------
|Cash provided by (used in):                                                              |                                      |                                     
|Operating Activities:                                                                    |                                      |                                     
|Net loss from continuing operations                                                      |                                      |                                     
|Adjustments to reconcile net loss to net cash provided by operating activities:          |                                      |                                     
|Interest expense  relating to accretion of discounted  interest rate on convertible debt |                                      |                                     
|Interest expense relating to conversion benefit of convertible debt                      |                                      |                                     
|Stock-based compensation                                                                 |                                      |                                     
|Changes in non-cash operating assets and liabilities:                                    |                                      |                                     
|Accounts payable and accrued liabilities                                                 |                                      |                                     
|Due to related parties                                                                   |                                      |                                     
|Cash Flows from Discontinued Operations                                                  |                                      |                                     
|                                                                                        
|                                                                                         |                                      |                                     
|                                                                                        
|Investing Activity:                                                                      |                                      |                                     
|Oil and gas acquisition and exploration                                                  |                                      |                                     
|                                                                                        
|                                                                                         |                                      |                                     
|                                                                                        
|Financing Activity:                                                                      |                                      |                                     
|Proceeds from loans payable                                                              |                                      |                                     
|                                                                                        
|                                                                                         |                                      |                                     
|                                                                                        
|Increase (decrease) in cash                                                              |                                      |                                     
|Cash, beginning of period                                                                |                                      |                                     
|                                                                                        
|Cash, end of period                                                                      |                                      |                                     
|                                                                                        
|Non-cash financing and investing activities                                              |                                      |                                     
|Obligation to issue common shares                                                        |                                      |                                     
|Issue of convertible debenture                                                           |                                      |                                     
|                                                                                        
|Supplementary disclosure:                                                                |                                      |                                     
|Interest expense paid                                                                    |                                      |                                     
|Income taxes paid                                                                        |                                      |                                     
|                                                                                        

The accompanying notes
are an integral part of these statements

---

F-4

1.         Basis of Presentation

| | The
unaudited condensed interim financial statements have been prepared by Eden Energy
Corporation (formerly E-Com Technologies Corp.) in accordance with generally accepted
accounting principles for interim financial information and conforms with instructions to Form 10-QSB of Regulation S-B 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, 2004. Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles have been
condensed or omitted. These unaudited condensed financial statements and notes included
herein should be read in conjunction with the Companys audited financial statements
and notes for the year ended December 31, 2003, included in the Companys Annual
Report on Form 10-KSB. The accounting principles applied in the preparation of these
interim financial statements are consistent with those applied for the year ended
December 31, 2003.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2.         Nature and Continuance
of Operations

| | The
Company was organized on January 29, 1999 (inception) under the laws of the State of
Nevada, United States of America as E-Com Technologies Corporation. On November 10, 2000,
the Company became a fully registered issuer reporting with the Securities and Exchange
Commission. On December 15, 2000, the Company began trading on the National Association
of Securities Dealer  Over-the-Counter Bulletin Board. On August 6, 2004, the
Company changed its name to Eden Energy Corp.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company, through its formerly wholly-owned Canadian subsidiary, E-Com Consultants
(Canada) Corp., developed e-commerce solutions, web-based applications, performed
Internet marketing and consulting services and designed and hosted web sites. On December
31, 2003, the Company disposed of this subsidiary and as at December 31, 2003 was
inactive other than seeking new business opportunities. Consequently, effective December
31, 2003, the Company became an exploration stage company.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Pursuant
to an Agreement dated August 5, 2004, the Company acquired certain oil and gas interests
located in Nevada, USA. On the completion of the transaction, the Company is primarily
involved in oil and gas exploration activities. Under the terms of the Participation
Agreement, the Company has committed to fund ongoing leasehold and applicable exploration
expenses required to take the prospect to a drillable stage, currently estimated at
$2,500,000 to $3,000,000 over the next 12- 18 months. The Company expects to fund this
commitment by the sale of shares of common stock. Refer to Notes 3 and 5.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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 experienced losses from
operations for the period ended September 30, 2004 and at September 30, 2004 the Company
has accumulated losses of $790,487. Since inception, 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 until it achieves
profitable operations from its oil and gas activities.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

F-5

3.         Oil and Gas
Properties, Unproven

| | The
total costs incurred and excluded from amortization for the nine month period ended
September 30, 2004 are as follows:
| | --------------------------------------------------------------------------------------------------------------------------

|                                     | 
|------------------------------------ | 
|Acquisition costs                    | 
|Exploration costs                    | 
|Deposits on future exploration costs | 
|                                    
|Total                                | 
|                                    

| | The
Company entered into an Assignment Agreement with Fort Scott Energy Corp. (Fort
Scott) dated August 5, 2004 in which the Company acquired Fort Scotts
interest in a Participation Agreement dated April 26, 2004 with Cedar Strat Corporation (Cedar
Strat). The
Participation Agreement provides for the acquisition of certain oil and gas leases and
rights located in eastern Nevada, USA, held by Frontier Explorations Ltd. (Frontier),
at the time a wholly-owned subsidiary of Fort Scott. Pursuant to the terms of the
Assignment Agreement, the Company acquired Fort Scotts interests in the oil and gas
leases and rights by the acquisition of all the issued and outstanding shares in the
capital of Frontier. Fort Scott retained a 2% over-riding royalty interest in the lands
and all leases held by Frontier, or subsequently acquired by the Company.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | To
acquire its interest, the Company:
| | -------------------------------------

| | i) | issued
500,000 shares of common stock to Fort Scott,
| | -- | ----------------------------------------------------

| | ii) | issued
a Promissory Note and Convertible Debenture (Debenture) to           Fort
Scott in the principal amount of $500,000. The Debenture bears interest at           a
rate of 7% per annum, and will entitle Fort Scott to convert the principal and
          accrued interest into units at $0.25 per unit. Each unit will consist of one
          share of common stock and one-half of one warrant. Each whole warrant will be
          exercisable into one additional common share at $0.50 per share,
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | iii) | must
issue 1,000,000 shares of common stock to Fort Scott, up to a maximum of
          10,000,000 shares of common stock, for each 10 million barrels of proven
          reserves on the lands underlying the leases.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Upon
fulfillment of the obligations of the Participation Agreement, the Company will have
earned an 80.5% net revenue interest in the lands underlying the leases, and Cedar Strat
will be vested with a 5% over-riding royalty interest. Cedar Strat will also retain a 5%
back in working interest which may be adjusted upwards to as much as a 12.5% back in
working interest should the Company elect not to proceed with the drilling election
pursuant to the terms of the Participation Agreement.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4.          Related Party
Transactions

| | (a) | The
Company entered into a management agreement dated September 1, 2004 with a
                    private company wholly-owned by the President of the Company. Under
the terms of                     the agreement, the Company must pay $5,000 per month for
an initial term of one                     year, and, unless notice of termination is
given by either party, is                     automatically renewed for a further term of
one year. At September 30, 2004,                     $5,000 is owing and is unsecured and
non-interest bearing.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | During
the nine month period ended September 30, 2004, former management of the
                    Company agreed to assume trade accounts payable of the Company in the
amount of                     $19,846. This amount has been recognized as additional paid
in capital.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

F-6

5.         Loans Payable

| | The
Company is in the process of raising funds through a private placement consisting of up
to 6,190,000 shares of common stock at $0.50 per share for proceeds of $3,095,000. To
September 30, 2004, the Company received proceeds of $1,660,000. Pursuant to the terms of
the subscription agreements, the Company is entitled to recognize the subscription
proceeds as short term interest free loans until such time as the Company accepts the
subscription agreements and the shares are issued. Subsequent to September 30, 2004, the
Company received further proceeds of $1,435,000 and on November 12, 2004 issued 6,190,000
shares of common stock.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6.         Convertible Debenture

| | The
Company issued a Promissory Note and Convertible Debenture (Debenture) to
Fort Scott in the principal amount of $500,000. The Debenture bears interest at a rate of
7% per annum, matures on August 31, 2006, and will entitle Fort Scott to convert the
principal and accrued interest into units at $0.25 per unit. Each unit will consist of
one share of common stock and one-half of one warrant. Each whole warrant will be
exercisable into one additional common share at $0.50 per share on or before the later of
August 31, 2006 or two years from the date of issuance of the warrants. The Company has
capitalized the value of the imbedded beneficial conversion feature of $500,000 as an additional
acquisition cost of oil and gas properties as the Debenture was issued with an intrinsic value
conversion feature. In addition, the fair value of the Debenture at issuance was estimated
to be $400,000 based on an estimated fair value interest rate on debt with comparable
risk profiles of 17% and the remaining $100,000, representing the embedded equity
elements, has been charged to additional paid in capital. The Company will record a
further interest expense over the term of the Debenture of $100,000 resulting from the
difference between the stated and fair value interest rates such that the carrying value
of the Debenture will be increased to the face value of $500,000 at maturity. To
September 30, 2004, accrued interest of $2,876 has been included in accounts payable and
accrued liabilities and a further interest expense of $4,167 has been accrued increasing
the carrying value of the Debenture to $404,167.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7.         Capital Stock

| | The
number of shares issued and outstanding has been restated to give retroactive effect for
a reverse stock split on a two old shares for one new share basis approved by the
directors of the Company on June 3, 2004. On June 23, 2004, the Company increased its
authorized capital stock to 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.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Stock
Option Plan
| | -----------------

| | The
Companys board of directors approved an employees stock option plan to issue
up to 1,500,000 shares of common stock. The plan allows for the granting of share
purchase options at a price of not less than fair value of the stock. The total number of
options granted to any person shall not exceed 5% of the issued and outstanding common
stock of the Company
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Stock-Based
Compensation
| | ------------------------

| | The
Company has elected to apply the intrinsic value method of accounting in accordance with
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25).
Under the intrinsic value method of accounting, compensation expense is recognized if the
exercise price of the Companys employee stock options is less than the market price
of the underlying common stock on the date of grant. Stock-based compensation for
employees is recognized on the straight-line basis over the vesting period of the
individual options. Stock options granted to non-employees are accounted for under
Statement of Financial Accounting Standards No. 123 Accounting for Stock-Based
Compensation (SFAS 123), which establishes a fair value based method of accounting
for stock-based awards, and recognizes compensation expense based on the fair value of
the stock award or fair value of the goods and services received, whichever is more
reliably measurable. Under the provisions of SFAS 123, companies that elect to
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

F-7

7.               Capital
Stock (continued)

| | account
for stock-based awards in accordance with the provisions of APB 25 are required to
disclose the pro forma net income (loss) that would have resulted from the use of the
fair value based method under SFAS 123.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
fair value of the options granted on June 11, 2004 was estimated at the date of grant
using the Black-Scholes option pricing model with the following weighted-average
assumptions: risk free interest rate of 3.74%, expected volatility of 200%, an expected
option life of four years and no expected dividends. The weighted average fair value of
options granted was $0.11 per share. The fair value of the options granted on September
1, 2004 was estimated at the date of grant using the Black-Scholes option pricing model
with the following weighted-average assumptions: risk free interest rate of 3.07%,
expected volatility of 200%, an expected option life of four years and no expected
dividends. The weighted average fair value of options granted was $1.25 per share. Had
the Company determined compensation cost based on the fair value at the date of grant for
its employee stock options, the net loss would have increased by $519,623 for the nine
months ended September 30, 2004.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | During
the three-month and nine-month periods ended September 30, 2004, the Company recognized
stock-based compensation in the amount of $149,955 and $169,740.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
following table illustrates the effect on net loss per share as if the fair value method
had been applied to all outstanding and vested awards in each period.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                                                                                                     | Three Months
Ended
September 30,
2004 | Three Months
Ended
September 30,
2003 | Nine Months
Ended
September 30,
2004 | Nine Months
Ended
September 30,
2003
|---------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------- | ------------------------------------- | ------------------------------------ | ------------------------------------
|Net loss, as reported                                                                                                                                |                                       |                                       | $                                    | (181,972                            
|Add:  Stock-based employee compensation expense    included in reported net income, net of related tax    effects                                    |                                       |                                       |                                      | 149,955                             
|Deduct:  Total  stock-based  employee compensation    expense determined under fair value based method    for all awards, net of related tax effects |                                       |                                       |                                      | (587,138                            
|                                                                                                                                                    
|Pro forma net loss                                                                                                                                   |                                       |                                       | $                                    | (619,155                            
|                                                                                                                                                    

|                        | Three Months
Ended
September 30,
2004 | Three Months
Ended
September 30,
2003 | Nine Months
Ended
September 30,
2004 | Nine Months
Ended
September 30,
2003
|----------------------- | ------------------------------------- | ------------------------------------- | ------------------------------------ | ------------------------------------
|Loss per share:         |                                       |                                       |                                      |                                     
|Basic - as reported     |                                       |                                      
|Continuing operations   |                                       |                                       | $                                    | (0.01)                              
|Discontinued operations |                                       |                                       |                                      | (0.00)                              
|                       
|                        |                                       |                                       | $                                    | (0.01)                              
|                       
|Basic - pro forma       |                                       |                                      
|Continuing operations   |                                       |                                       | $                                    | (0.04)                              
|Discontinued operations |                                       |                                       |                                      | (0.00)                              
|                       
|                        |                                       |                                       | $                                    | (0.04)                              
|                       

---

F-8

7.        Capital
Stock (continued)

|                        | Three Months
Ended
September 30,
2004 | Three Months
Ended
September 30,
2003 | Nine Months
Ended
September 30,
2004 | Nine Months
Ended
September 30,
2003
|----------------------- | ------------------------------------- | ------------------------------------- | ------------------------------------ | ------------------------------------
|Loss per share:         |                                       |                                       |                                      |                                     
|Diluted - as reported   |                                       |                                      
|Continuing operations   |                                       |                                       | $                                    | (0.01)                              
|Discontinued operations |                                       |                                       |                                      | (0.00)                              
|                       
|                        |                                       |                                       | $                                    | (0.01)                              
|                       
|Diluted - pro forma     |                                       |                                      
|Continuing operations   |                                       |                                       | $                                    | (0.03)                              
|Discontinued operations |                                       |                                       |                                      | (0.00)                              
|                       
|                        |                                       |                                       | $                                    | (0.03)                              
|                       

8.         Obligation
to Issue Common Stock

| | The
Company acquired all the issued and outstanding common shares in the capital of Frontier
by the issue of 500,000 shares of common stock valued at $450,000 and the issue of a
$500,000 convertible debenture. The common shares were issued to Fort Scott on November
1, 2004.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

3

# Item 2.    Managements
Discussion and Analysis or Plan of Operation.

# FORWARD-LOOKING
STATEMENTS

This quarterly report contains
forward-looking statements as that term is defined in the Private Securities Litigation
Reform Act of 1995. 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, will, 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 consolidated unaudited financial
statements are stated in United States Dollars (US$) and are prepared in accordance with
United States Generally Accepted Accounting Principles. The following discussion should be
read in conjunction with our consolidated financial statements and the related notes that
appear elsewhere in this quarterly report. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our actual
results could differ materially from those discussed in the forward looking statements.
Factors that could cause or contribute to such differences include, but are not limited
to, those discussed below and elsewhere in this registration statement, particularly in
the section entitled Risk Factors of this quarterly report.

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

As used in this quarterly report, the
terms we, us, our and Eden mean Eden
Energy Corp., unless otherwise indicated.

Overview

We are an exploration stage oil and
gas company engaged in the exploration for and development of petroleum and natural gas in
the State of Nevada. We were previously involved in the business of providing internet and
programming services through our former subsidiary company to clients located primarily in
Canada. Our principal products and services included the development of e-commerce web
sites and strategies, web design and hosting, domain name registration, Internet marketing
and consulting and custom programming of web based applications. Due to the inability to
run this business with a profit and the difficulty in attracting additional capital on
terms favorable to existing shareholders, we ceased operation of this business in the
prior year and disposed of our subsidiary company on December 31, 2003 for nominal
consideration.

Corporate History

Our company, Eden Energy Corp., was
incorporated in the State of Nevada on January 29, 1999, under the name E-Com Technologies
Corp. 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.

As of December 15, 2000 our common
shares have been quoted for trading on the OTCBB under the symbol ECTC. On
June 18, 2004 our symbol changed to ECOM and on August 20, 2004 our symbol
changed to EDNE.

---

4

Our Current Business

On August 31, 2004 we approved an
Assignment Agreement with Fort Scott Energy Corp. dated August 5, 2004 pursuant to which
we have acquired Fort Scotts Interest in a Participation Agreement dated April 26,
2004 with Cedar Strat Corporation.

The Participation Agreement provides
for the acquisition of leases, reservations, permits, licenses, or other documents of
title held by Fort Scott via its wholly owned subsidiary Frontier Explorations Ltd., which
have been or will be acquired in the area of mutual interest pursuant to the terms of the
Participation Agreement, including any renewals or extensions thereof, by virtue of which
the holder is entitled to enter, access, drill for and remove petroleum and natural gas on
the lands pertaining to the leases. The assets which we have acquired are the petroleum
and natural gas rights and leases held by Fort Scott through Frontier Explorations Ltd.
The lands comprising the area of mutual interest are located in eastern Nevada.

We accepted an assignment of the
Participation Agreement, and the oil and gas leases held or to be acquired under the
Participation Agreement from, Fort Scott. Fort Scott retained a 2% over-riding royalty
interest in the lands and all leases in the area of mutual interest currently held by Fort
Scott / Frontier, or any leases subsequently acquired by us. Fort Scott holds its
interests in the leases acquired under the Participation Agreement through its wholly
owned subsidiary Frontier Explorations Ltd. Pursuant to the terms of the Assignment
Agreement, Fort Scott has agreed to transfer to us all of the issued and outstanding
shares in the capital of Frontier, and, as a result, the leases held by Frontier.

The consideration payable for the
assignment of the Participation Agreement under the Assignment Agreement, and in
consideration of Fort Scott transferring to us the Frontier Shares, and, as a result, the
leases held by Frontier, consists of:

| | (i) | the
issuance to Fort Scott of 500,000 shares of our common stock;
| | --- | -----------------------------------------------------------------

| | (ii) | the
issuance to Fort Scott of a Promissory Note and Convertible Debenture in the
               principal amount of $500,000. The Convertible Debenture will bear interest
at a                rate of 7% per annum and will further entitle Fort Scott to convert
payment of                the principal amount and interest accruing thereon, in whole or
in part, into                units. The conversion rate under the Convertible Debenture
will be $0.25 per                unit, each unit entitling Fort Scott to the issuance of
one common share in our                capital stock and one half of one warrant, with
each whole warrant entitling                Fort Scott to acquire one additional common
share at $0.50 per share; and
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | for
each 10 million barrels of proven reserves on the lands underlying the
               leases, we will issue to Fort Scott 1,000,000 shares of common stock, up
to a                maximum of 10,000,000 shares of common stock.
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As security for the payment of the
$500,000 debt and interest accruing thereon, Fort Scott was to retain ownership of the
Frontier Shares until the $500,000 debt and all interest accruing thereon has been paid in
full or such debt has been converted in to the units. However, subsequent to the
Assignment Agreement Fort Scott transferred to us the one issued and outstanding share in
the capital of Frontier, effective as at August 31, 2004, as a result of which Frontier
became our wholly owned subsidiary.

Fort Scottwill retain its 2%
over-riding royalty interest on the lands underlying the leases, such that upon the
fulfilment of the obligations set out in the Participation Agreement, we will have earned
a 80.5% net revenue interest in the lands underlying the leases, and Cedar Strat will be
vested with a 5% over-riding royalty interest. Cedar Strat will also retain a 5% back in
working interest which may be adjusted upwards to as much as a 12.5% back in working
interest should we elect not to proceed with the drilling election pursuant to the terms
of the Participation Agreement.

To date we have acquired leases
totalling over 96,000 acres.

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5

PLAN OF OPERATIONS AND
CASH REQUIREMENTS

Cash Requirements

For the next 12 months we plan to
continue to explore our leases in eastern Nevada.

Currently we hold 96,000 acres
pursuant to lease agreements. In addition, we have the right to acquire additional leases
on the prospect as they become available and to proceed with the drilling of the various
drillable targets as they are identified. The expiration dates for the leases are in 2009.
The leases may be extended upon production from the lease. Under the terms of the
agreement, we have committed to fund ongoing leasehold and applicable exploration expenses
required to take the prospect to a drillable stage, currently estimated at $2,500,000
 $3,000,000 over the next 12-18 months.

We will require additional funds to
implement our growth strategy in our oil and gas exploration 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.

Our net cash provided by financing
activities during the three month period ended September 30, 2004 was $1,660,000.

In order to proceed with our plans we
raised funds by way of a private placement of equity securities in our company. The
offering consisted of 6,190,000 shares at a price of $0.50 per share for gross proceeds of
$3,095,000. We closed the private placement on November 4, 2004. The net proceeds received
will be used as working capital to allow us to finance our commitments under the
assignment agreement.

Over the next twelve months we intend
to use all available funds to expand on the exploration and development of our leases, as
follows:

Estimated Funding
Required During the Next Twelve Months

|                           |            
|-------------------------- | -----------
|General and Administrative | $   250,000
|New Acreage                | 400,000    
|Rentals                    | 175,000    
|Gravity Surveys            | 175,000    
|Well Studies               | 100,000    
|Field Mapping              | 200,000    
|Seismic                    | 500,000    
|Working Capital            | 250,000    
|Total                      | $2,050,000 

As at September 30, 2004, we had
$1,761,731 in current liabilities. Our financial statements report a net loss of $181,972
for the three month period ended September 30, 2004 compared to a net loss of $3,724 for
the three month period ended September 30, 2003. As a result, our accumulated losses to September 30, 2004
increased to $790,487. Our losses
increased primarily as a result of stock-based compensation expense of $149,955 for the three month
period ended September 30, 2004, as compared to nil for the three month period ended September 30, 2003.
We realized an overall increase in all expense categories during the three month period ended September
30, 2004 as we were actively involved in the oil and gas business, as compared to the three month period
ended September 30, 2003 when we had ceased operations of the Internet services business and were seeking
new business opportunities.

---

6

Our total liabilities as of September
30, 2004 were $2,165,898, as compared to total liabilities of $12,185 as of December 31,
2003. The increase was due to the increase in accounts payable (from $12,185 as at
December 31, 2003 to $96,731 as at September 30, 2004) and the subscription proceeds of
$1,660,000 which we have recognized as short term interest free loans until we accepted
the subscription agreements which occurred subsequent to September 30, 2004. The increase
was also due to an outstanding convertible debenture which we granted to Fort Scott as
previously mentioned. Also, subsequent to September 30, 2004 we received further proceeds
of $1,435,000 and on November 12, 2004 we issued 6,190,000 shares of common stock.

During the three month period ended
September 30, 2004 we spent $1,909,068 on exploration and acquisition of our oil and gas
properties. Of this amount, $354,354 was attributable to acquisitions costs, $389,355
was attributable to exploration costs and $165,359 was attributable to deposits on future
exploration costs.

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. In this regard we
have raised additional capital through the equity offerings noted above.

The continuation of our business is
dependent upon obtaining further financing, a successful program of acquisition and
exploration, 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 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.

Product Research and
Development

Our business plan is focused on a
strategy for maximizing the long-term exploration and development of our oil and gas
leases in Nevada. To date, execution of our business plan has largely focused on acquiring
prospective oil and gas leases. We intend to establish a going forward exploration and
development plan.

Purchase of Significant
Equipment

We do not intend to purchase any
significant equipment (excluding oil and gas activities) over the twelve months ending
September 30, 2005.

Employees

Currently our only employees are our
directors and officers. We do not expect any material changes in the number of employees
over the next 12 month period. We do and will continue to outsource contract employment as
needed. However, if we are successful in our initial and any subsequent drilling programs
we may retain additional employees.

Going Concern

We have suffered recurring losses
from operations. The continuation of our company as a going concern is dependent upon our
company attaining and maintaining profitable operations and raising additional capital.
The financial statements do not include any adjustment relating to the recovery and
classification of recorded asset amounts or the amount and classification of liabilities
that might be necessary should our company discontinue operations.

---

7

Due to the uncertainty of our ability
to meet our current operating expenses and the capital expenses noted above, in their
report on the annual financial statements for the year ended December 31, 2003, our
independent auditors included an explanatory paragraph regarding concerns about our
ability to continue as a going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our independent
auditors.

The continuation of our business is
dependent upon us raising additional financial support. The issuance of additional equity
securities by us could 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.

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.

Recently Issued
Accounting Standards

On January 1, 2003, we adopted SFAS
No. 146, Accounting for Costs Associated with Exit or Disposal Activities,
which addresses financial accounting and reporting for costs associated with exit or
disposal activities and supersedes EITF 94-3, Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs
Incurred in a Restructuring). SFAS No. 146 requires that a liability for a cost
associated with an exit or disposal activity to be recognized when the liability is
incurred. Under EITF 94-3, a liability for an exit cost as defined in EITF 94-3 was
recognized at the date of an entitys commitment to an exit plan. SFAS No. 146 also
establishes that the liability should initially be measured and recorded at fair value. We
will apply the provisions of SFAS No. 146 for exit or disposal activities that are
initiated after December 31, 2002.

Application of Critical
Accounting Policies

Our unaudited financial statements
and accompanying notes are prepared in accordance with generally accepted accounting
principles used in the United States. 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 consolidated
financial statements is critical to an understanding of our financials.

Going Concern

Our annual financial statements have
been prepared on the going concern basis, which assumes the realization of assets and
liquidation of liabilities in the normal course of operations. The financial statements
have been prepared assuming we will continue as a going concern. However, certain
conditions exist which raise doubt about our ability to continue as a going concern. We
have suffered recurring losses from operations and have accumulated losses of
approximately $790,487 since inception through September 30, 2004.

# RISK FACTORS

Much of the information included in
this annual report includes or is based upon estimates, projections or other forward
looking statements. Such forward looking statements include any projections or
estimates made by us and our management in connection with our business operations. While
these forward-looking statements, and any assumptions upon which they are based, are made
in good faith and reflect our current judgment regarding the direction of our business,
actual results will almost always vary, sometimes materially, from any estimates,
predictions, projections, assumptions or other future performance suggested herein.

---

8

Such estimates, projections or other
forward looking statements involve various risks and uncertainties as outline
below. We caution the reader that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to differ
materially from the results expressed in any such estimates, projections or other
forward looking statements.

Our common shares are considered
speculative during our search for a new business opportunity. Prospective investors should
consider carefully the risk factors set out below.

We have had negative cash
flows from operations.

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 totalling
approximately $181,972 for the three months ending September 30, 2004, and cumulative
losses of $790,487 to September 30, 2004. As of September 30, 2004 we had
working capital deficiency of $512,848 as a result of recent financing activities. We do
not expect positive cash flow from operations in the near term. There is no assurance that
actual cash requirements will not exceed our estimates. In particular, additional capital
may be required in the event that:

| |  | drilling
and completion costs for further wells increase beyond 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.

Through September 30,
2004, we have incurred aggregate losses of approximately $790,487. Our loss from
operations for the three month period ended September 30, 2004 was $181,972. 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 services, the size of customers purchases, the
demand for our 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 revenues, we expect an increase in development
costs and operating costs. Consequently, we expect to incur operating losses and negative
cash flow until our properties enter commercial production.

---

9

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 no history of revenues from
operations and have no 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 be considered in the development stage. The
success of the 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 or operate on a profitable basis. We are in the development stage 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.

NASD sales practice requirements
may also limit a stockholders ability to buy and sell our stock.

In addition to the penny
stock rules described above, the NASD 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, the NASD believes that there is a high probability that speculative low
priced securities will not be suitable for at least some customers. The NASD 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.

---

10

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 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.

A majority of our directors and
officers are outside the United States, with the result that it may be difficult for
investors to enforce within the United States any judgments obtained against us or any of
our directors or officers.

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 effect service of
process on our directors or officers, or enforce within the United States or Canada any
judgments obtained against us 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. Consequently, you may be effectively prevented from pursuing remedies under
U.S. federal securities laws against them. In addition, investors may not be able to
commence an action in a Canadian court predicated upon the civil liability provisions of
the securities laws of the United States. The foregoing risks also apply to those experts
identified in this prospectus that are not residents of the United States.

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

As our properties are in the
exploration and development stage there can be no assurance that we will establish
commercial discoveries on our 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 properties are in the
exploration and development stage only and are without proven reserves of oil and gas. We
may not establish commercial discoveries on any of our properties.

---

11

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 staffs. 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 anticipates our
acquisition of additional acreage in Nevada. 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 the Nevada area 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.

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12

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 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 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.

---

13

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 all of our assets
being located outside the United States and 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

All of our assets are located outside
the United States and 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.

# Item 3.    Controls
and Procedures.

As required by Rule 13a-15 under the
Exchange Act, we have carried out an evaluation of the effectiveness of the design and
operation of our companys disclosure controls and procedures as of the end of the
period covered by this quarterly report, being September 30, 2004. This evaluation was
carried out under the supervision and with the participation of our companys
management, including our companys president and chief executive officer. Based upon
that evaluation, our companys president and chief executive officer concluded that
our companys disclosure controls and procedures are effective as at the end of the
period covered by this report. There have been no significant changes in our
companys internal controls or in other factors, which could significantly affect
internal controls subsequent to the date we carried out our evaluation.

Disclosure controls and procedures
are controls and other procedures that are designed to ensure that information required to
be disclosed in our companys reports filed or submitted under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commissions rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in our companys reports filed under the
Exchange Act is accumulated and communicated to management, including our companys
president and chief executive officer as appropriate, to allow timely decisions regarding
required disclosure.

# 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, officers or affiliates, or any registered or beneficial shareholder, is an
adverse party or has a material interest adverse to our interest.

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

---

14

On November 1, 2004 we issued 500,000
shares to Fort Scott Energy Corp. in consideration for the assignment of our leases. We
relied upon Rule 506 of Regulation D of the Securities Act of 1933.

On November 12, 2004 we completed a
private placement of 6,190,000 shares of common stock at $0.50 per share for gross
proceeds of $3,095,000. We relied on the exemptions from registration provided by
Regulation S and/or Section 4(2) of the Securities Act of 1933 and upon Rule 506 of
Regulation D of the Securities Act of 1933.

# Item 3.     Defaults Upon
Senior Securities.

None.

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

None.

# Item 5.    Other
Information

On August 6, 2004 we filed a
Certificate of Amendment with the Secretary of State of Nevada changing the name of our
company from E-Com Technologies Corp. to Eden Energy Corp. and increasing 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. The name change was effected with the
OTC Bulletin Board on August 20, 2004 and our new symbol is EDNE.

In connection with the name change,
we mailed an information statement on Schedule 14C to our shareholders of record of our
common stock as of the close of business on July 8, 2004. This information statement was
provided for information purposes only and we did not solicit proxies in connection with
the items described in this information statement.

On August 31, 2004 we appointed
Michael Bodino and John Martin to our board of directors.

# Item 6.    Exhibits.

Exhibits required by Item
601 of Regulation S-B

Exhibit Number Description

|(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).
|--- | ---------------------------------------------------------------------------------------------------------------------------------

|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
|----- | -------------------------------------------------------------------------------------

|3.4** | Certificate
of Amendment filed with the Secretary of State of Nevada on August 6, 2004
|----- | --------------------------------------------------------------------------------------

|(4) | Instruments
defining rights of security holders, including indentures
|--- | ---------------------------------------------------------------------

|4.1 | 2004
Stock Option (incorporated by reference from our Form S-8, filed on October 8, 2004).
|--- | ------------------------------------------------------------------------------------------

|(10) | Material
Contracts
|---- | ------------------

|10.1 | Purchase
and Sale Agreement dated December 31, 2003 between E-Com Technologies Corporation and Ron
Jorgensen (incorporated by reference from our Annual Report on Form 10-KSB filed on April
14, 2004).
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

15

|10.2 | Assignment
Agreement with Fort Scott Energy Corp. dated the 5th day of August, 2004
                     (incorporated by reference from our Current Report on Form 8-K filed
on September 13, 2004).
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.3* | Convertible
Debenture dated August 31, 2004 with Fort Scott Energy Corp.
|----- | ------------------------------------------------------------------------

|10.4* | Share
Transfer Agreement dated August 5, 2004 with Fort Scott Energy Corp.
|----- | --------------------------------------------------------------------------

|(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
|---- | ----------------------------------------------------------

# 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.

By: /s/ Donald SharpeDonald
Sharpe, President(Principal Executive Officer)November 22, 2004

By: /s/ Drew Bonnell Drew Bonnell, Secretary,
Treasurer and CFO(Principal Financial Officer and Principal Accounting Officer)November
22, 2004