---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2009or

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

For the transition period from _________________________ to
_________________________

Commission File Number 000-31503

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

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

604-693-0179(Registrants telephone number,
including area code)

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

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

[X] YES    [   ] NO

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

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


Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act

[   ] YES    [X] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.

[   ] YES    [   ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date.
49,467,856 common shares issued and outstanding as of August 13, 2009

---

PART 1  FINANCIAL INFORMATION

Item 1. Financial Statements.

Our unaudited interim consolidated financial statements for the
six month period ended June 30, 2009 form part of this quarterly report. They
are stated in United States Dollars (US$) and are prepared in accordance with
United States generally accepted accounting principles.

2

---





EDEN ENERGY CORP.



Consolidated Financial Statements (Expressed in United
States dollars)

June 30, 2009

(Unaudited)







F-1

---

Eden Energy Corp. Consolidated Balance Sheets

|                                                                              |   | June 30,    |   |   | December 31, |  
|----------------------------------------------------------------------------- | - | ----------- | - | - | ------------ | -
|                                                                              |   | 2009        |   |   | 2008         |  
|                                                                              |   | (Unaudited) |   |   |              |  
|Assets                                                                        |   |             |   |   |              |  
|Current Assets                                                                |   |             |   |   |              |  
|Cash and cash
      equivalents                                               | $ | 340,497     |   | $ | 697,266      |  
|Accrued petroleum revenues .                                                  |   | 137,059     |   |   | 180,163      |  
|Other receivables                                                             |   | 71,202      |   |   | 933,705      |  
|Prepaid expenses                                                              |   | 136,551     |   |   | 130,356      |  
|Total Current Assets                                                          |   | 685,309     |   |   | 1,941,490    |  
|Oil and gas properties (Note 2)                                               |   | 3,955,368   |   |   | 5,387,968    |  
|Restricted cash                                                               |   | 11,868      |   |   | 91,867       |  
|Property and
      equipment, net of depreciation of $90,943 (2008 - $68,135) |   | 123,205     |   |   | 151,017      |  
|Total Assets                                                                  | $ | 4,775,750   |   | $ | 7,572,342    |  
|                                                                              |   |             |   |   |              |  
|Liabilities and Stockholders Equity                                          |   |             |   |   |              |  
|Current Liabilities                                                           |   |             |   |   |              |  
|Accounts payable                                                              | $ | 1,093,830   |   | $ | 1,810,797    |  
|Total Current Liabilities                                                     |   | 1,093,830   |   |   | 1,810,797    |  
|Asset retirement obligation                                                   |   | 240,585     |   |   | 233,925      |  
|Total Liabilities                                                             |   | 1,334,415   |   |   | 2,044,722    |  
|Contingencies and Commitments (Notes 1, 3
      and 4)                        |   |             |   |   |              |  
|Stockholders Equity                                                          |   |             |   |   |              |  
|Preferred Stock:                                                              |   |             |   |   |              |  
|10,000,000
      preferred shares authorized, $0.001 par value                |   |             |   |   |              |  
|None issued                                                                   |   |            |   |   |             |  
|Common Stock:                                                                 |   |             |   |   |              |  
|100,000,000 shares authorized, $0.001 par value                               |   |             |   |   |              |  
|49,467,856
      (2008  49,467,856) shares issued and outstanding            |   | 49,468      |   |   | 49,468       |  
|Additional paid-in
      capital                                              |   | 50,424,093  |   |   | 50,424,093   |  
|Accumulated other comprehensive income                                        |   | 34,002      |   |   | 34,515       |  
|Deficit                                                                       |   | (47,066,228 | ) |   | (44,980,456  | )
|Total
      Stockholders Equity                                              |   | 3,441,335   |   |   | 5,527,620    |  
|Total Liabilities and Stockholders Equity                                    | $ | 4,775,750   |   | $ | 7,572,342    |  

The accompanying notes are an integral part of these
consolidated statements

F-2

---

Eden Energy Corp. Consolidated Statement of Operations
(Unaudited)

|                                          |   | Three      |   |   | Three       |   |   | Six        |   |   | Six         |  
|----------------------------------------- | - | ---------- | - | - | ----------- | - | - | ---------- | - | - | ----------- | -
|                                          |   | Months     |   |   | Months      |   |   | Months     |   |   | Months      |  
|                                          |   | Ended      |   |   | Ended       |   |   | Ended      |   |   | Ended       |  
|                                          |   | June 30,   |   |   | June 30,    |   |   | June 30,   |   |   | June 30,    |  
|                                          |   | 2009       |   |   | 2008        |   |   | 2009       |   |   | 2008        |  
|                                          |   |            |   |   |             |   |   |            |   |   |             |  
|Revenue                                   |   |            |   |   |             |   |   |            |   |   |             |  
|Oil and gas                               | $ | 262,426    |   | $ | 1,002,138   |   | $ | 533,114    |   | $ | 1,459,804   |  
|                                          |   |            |   |   |             |   |   |            |   |   |             |  
|Expenses                                  |   |            |   |   |             |   |   |            |   |   |             |  
|                                          |   |            |   |   |             |   |   |            |   |   |             |  
|Consulting - stock-based compensation     |   |           |   |   | 3,347       |   |   |           |   |   | 5,885       |  
|Debt conversion expense                   |   |           |   |   | 646,000     |   |   |           |   |   | 3,605,000   |  
|Depletion and depreciation                |   | 110,346    |   |   | 317,770     |   |   | 257,290    |   |   | 727,615     |  
|General and administrative                |   |            |   |   |             |   |   |            |   |   |             |  
|- cash                                    |   | 153,504    |   |   | 205,236     |   |   | 396,678    |   |   | 421,290     |  
|- stock-based compensation                |   |           |   |   | 3,043       |   |   |           |   |   | 5,350       |  
|Impairment loss on oil and gas properties |   |           |   |   | 9,220,802   |   |   | 1,506,375  |   |   | 9,220,802   |  
|Interest expense                          |   |           |   |   | 156,356     |   |   | 64         |   |   | 658,559     |  
|Management fees                           |   |            |   |   |             |   |   |            |   |   |             |  
|- cash                                    |   | 84,582     |   |   | 142,485     |   |   | 168,332    |   |   | 286,283     |  
|- stock-based compensation                |   |           |   |   | 99,674      |   |   |           |   |   | 181,393     |  
|Oil and gas operating expenses            |   | 52,518     |   |   | 247,502     |   |   | 193,588    |   |   | 532,172     |  
|Production taxes                          |   | 16,575     |   |   | 45,427      |   |   | 24,746     |   |   | 64,172      |  
|Professional fees                         |   | 39,360     |   |   | 25,821      |   |   | 76,902     |   |   | 140,155     |  
|                                          |   |            |   |   |             |   |   |            |   |   |             |  
|Operating expenses                        |   | 456,885    |   |   | 11,113,463  |   |   | 2,623,975  |   |   | 15,848,676  |  
|                                          |   |            |   |   |             |   |   |            |   |   |             |  
|Loss before other income                  |   | (194,459   | ) |   | (10,111,325 | ) |   | (2,090,861 | ) |   | (14,388,872 | )
|                                          |   |            |   |   |             |   |   |            |   |   |             |  
|Other income                              |   |            |   |   |             |   |   |            |   |   |             |  
|                                          |   |            |   |   |             |   |   |            |   |   |             |  
|(Loss) gain on foreign exchange           |   | 2,757      |   |   | (990        | ) |   | 8,149      |   |   | (5,187      | )
|Loss on disposal of equipment             |   | (3,355     | ) |   |            |   |   | (3,355     | ) |   |            |  
|Interest income                           |   | 156        |   |   | 23,581      |   |   | 295        |   |   | 196,177     |  
|                                          |   |            |   |   |             |   |   |            |   |   |             |  
|Net loss                                  |   | (194,901   | ) |   | (10,088,734 | ) |   | (2,085,772 | ) |   | (14,197,882 | )
|                                          |   |            |   |   |             |   |   |            |   |   |             |  
|Other Comprehensive (Loss) Income         |   |            |   |   |             |   |   |            |   |   |             |  
|                                          |   |            |   |   |             |   |   |            |   |   |             |  
|Foreign currency translation adjustment   |   | 207        |   |   | 44          |   |   | (513       | ) |   | 35          |  
|                                          |   |            |   |   |             |   |   |            |   |   |             |  
|Comprehensive loss                        | $ | (194,694   | ) | $ | (10,088,690 | ) | $ | (2,086,285 | ) | $ | (14,197,847 | )
|                                          |   |            |   |   |             |   |   |            |   |   |             |  
|                                          |   |            |   |   |             |   |   |            |   |   |             |  
|Basic and diluted
      loss per share    | $ | (0.00      | ) | $ | (0.21       | ) | $ | (0.04      | ) | $ | (0.30       | )
|                                          |   |            |   |   |             |   |   |            |   |   |             |  
|Weighted average number of common shares  |   |            |   |   |             |   |   |            |   |   |             |  
|outstanding                               |   | 49,468,000 |   |   | 48,924,000  |   |   | 49,468,000 |   |   | 47,518,000  |  

The accompanying notes are an integral part of these
consolidated statements

F-3

---

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

|                                                                 |   | Six Months |   |   | Six Months  |  
|---------------------------------------------------------------- | - | ---------- | - | - | ----------- | -
|                                                                 |   | Ended      |   |   | Ended       |  
|                                                                 |   | June 30,   |   |   | June 30,    |  
|                                                                 |   | 2009       |   |   | 2008        |  
|                                                                 |   |            |   |   |             |  
|Cash provided by (used in):                                      |   |            |   |   |             |  
|                                                                 |   |            |   |   |             |  
|Operating Activities:                                            |   |            |   |   |             |  
|Net loss from operations                                         | $ | (2,085,772 | ) | $ | (14,197,882 | )
|                                                                 |   |            |   |   |             |  
|Non-cash items:                                                  |   |            |   |   |             |  
|Impairment of oil and gas
      properties                       |   | 1,506,375  |   |   | 9,220,802   |  
|Interest expense relating to accretion of
      convertible debt |   |           |   |   | 368,423     |  
|Interest expense paid by issue
      of common stock             |   |           |   |   | 170,956     |  
|Depreciation                                                     |   | 257,290    |   |   | 727,615     |  
|Stock-based compensation                                         |   |           |   |   | 192,628     |  
|Debt conservation expense                                        |   |           |   |   | 3,605,000   |  
|Loss on disposal of equipment                                    |   | 3,355      |   |   |            |  
|                                                                 |   |            |   |   |             |  
|Changes in non-cash operating assets
      and liabilities:      |   |            |   |   |             |  
|Accrued petroleum revenues                                       |   | 17,350     |   |   | (244,759    | )
|Other receivables                                                |   | 888,257    |   |   |            |  
|Prepaid expenses and other                                       |   | (6,196     | ) |   | 10,531      |  
|Accounts payable and accrued liabilities                         |   | 66,580     |   |   | 14,197      |  
|                                                                 |   |            |   |   |             |  
|                                                                 |   | 647,239    |   |   | (132,489    | )
|                                                                 |   |            |   |   |             |  
|Investing Activities:                                            |   |            |   |   |             |  
|Restricted cash                                                  |   | 80,000     |   |   |            |  
|Purchase of property and equipment                               |   |           |   |   | (78,777     | )
|Proceeds from sale of property and equipment                     |   | 6,450      |   |   |            |  
|Oil and gas property acquisition and exploration, net            |   | (1,089,943 | ) |   | (5,458,064  | )
|                                                                 |   |            |   |   |             |  
|                                                                 |   | (1,003,493 | ) |   | (5,536,841  | )
|                                                                 |   |            |   |   |             |  
|Financing Activities:                                            |   |            |   |   |             |  
|Issuance of
      common stock, net of issuance costs            |   |           |   |   | 37,500      |  
|                                                                 |   |            |   |   |             |  
|                                                                 |   |           |   |   | 37,500      |  
|                                                                 |   |            |   |   |             |  
|Effect of exchange
      rate changes on cash                    |   | (515       | ) |   | 36          |  
|                                                                 |   |            |   |   |             |  
|Decrease in cash and cash equivalents                            |   | (356,769   | ) |   | (5,631,794  | )
|                                                                 |   |            |   |   |             |  
|Cash and cash
      equivalents, beginning                       |   | 697,266    |   |   | 19,617,518  |  
|                                                                 |   |            |   |   |             |  
|Cash and cash
      equivalents, ending                          | $ | 340,497    |   | $ | 13,985,724  |  
|                                                                 |   |            |   |   |             |  
|Non-cash financing and investing activities:                     |   |            |   |   |             |  
|Issue of common stock for interest expense                       | $ |           |   | $ | 170,956     |  
|                                                                 |   |            |   |   |             |  
|Supplementary disclosure:                                        |   |            |   |   |             |  
|Interest paid                                                    | $ |           |   | $ |            |  
|Income taxes paid                                                | $ |           |   | $ |            |  

The accompanying notes are an integral part of these
consolidated statements

F-4

---

Eden Energy Corp. (An Exploration Stage Company) June
30, 2009 Notes to the Consolidated Financial Statements (Unaudited)

|1. | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The unaudited interim consolidated financial statements
      have been prepared by Eden Energy Corp. (the Company) in accordance with
      generally accepted accounting principles in the United States for interim
      financial information and conforms with the rules and regulations of the
      Security and Exchange Commission and reflects all adjustments (all of
      which are normal and recurring in nature) that, in the opinion of
      management, are necessary for fair presentation of the interim periods
      presented. The results of operations for the interim periods presented are
      not necessarily indicative of the results to be expected for any
      subsequent quarter or for the entire year ending December 31, 2009.
      Certain information and footnote disclosures normally included in
      financial statements prepared in accordance with generally accepted
      accounting principles in the United States have been condensed or omitted.
      These unaudited interim consolidated financial statements and notes
      included herein should be read in conjunction with the Companys audited
      consolidated financial statements and notes for the year ended December
      31, 2008, included in the Companys Annual Report on Form 10-K. The
      accounting principles applied in the preparation of these interim
      consolidated financial statements are consistent with those applied for
      the year ended December 31, 2008.                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Companys interim consolidated financial statements
      are prepared on a going concern basis in accordance with generally
      accepted accounting principles in the United States which contemplates the
      realization of assets and discharge of liabilities and commitments in the
      normal course of business. The Company has accumulated losses of
      $47,066,228 since inception including a loss for the current period of
      $2,085,772 of which $1,506,375 is related to property impairment. To date
      the Company has funded operations through the issuance of capital stock
      and debt. Managements plan is to continue raising additional funds
      through future equity or debt financings, if available, as needed until it
      achieves profitable operations from its oil and gas activities. Given the
      recent global economic collapse and the decline in commodity prices there
      is uncertainty that further funding can be raised. The ability of the
      Company to continue its operations as a going concern is dependent on
      continuing to raise sufficient new capital to fund its exploration and
      development commitments and to fund ongoing losses if, as and when needed,
      and ultimately on generating profitable operations. These factors raise
      substantial doubt regarding the Companys ability to continue as a going
      concern. These financial statements do not include any adjustments to the
      recoverability and classification of recorded asset amounts and
      classification of liabilities that might be necessary should the Company
      be unable to continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2. | Oil and Gas Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Companys oil and gas acquisition, exploration and
      development activities are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

June 30, 2009
      
      December 31, 2008United
      
      
      
      
      
      UnitedCanada
      
      States
      
      Total
      
      Canada
      
      States
      
      Total$
      
      $
      
      $
      
      $
      
      $
      
      $Proven PropertiesAcquisition costs
      
      
      1,665,065
      
      1,665,065
      
      
      
      1,641,221
      
      1,641,221Exploration costs
      
      
      22,760,912
      
      22,760,912
      
      
      
      22,487,102
      
      22,487,102Less:Accumulated depletion
      
      
      (1,643,558
      )
      (1,643,558
      )
      
      
      (1,415,736
      )
      (1,415,736
      )Accumulated impairment
        charge
      
      
      (19,476,062
      
      (19,476,062
      
      
      
      (17,969,687
      )
      (17,969,687
      )
      
      3,306,357
      
      3,306,357
      
      
      
      4,742,900
      
      4,742,900Unproven PropertiesAcquisition costs
      66,514
      
      3,126,986
      
      3,193,500
      
      62,571
      
      3,126,986
      
      3,189,557Exploration costs
      2,044,738
      
      4,507,654
      
      6,552,392
      
      2,044,738
      
      4,507,654
      
      6,552,392Less:Accumulated impairment
        charge
      (1,462,241
      )
      (7,634,640
      )
      (9,096,881
      )
      (1,462,241
      
      (7,634,640
      )
      (9,096,881
      )649,011
      
      
      
      649,011
      
      645,068
      
      
      
      645,068Net Carrying Value
      649,011
      
      3,306,367
      
      3,955,368
      
      645,068
      
      4,742,900
      
      5,387,968


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

F-4

---

Eden Energy Corp. (An Exploration Stage Company) June
30, 2009 Notes to the Consolidated Financial Statements (Unaudited)

|   | Depletion expense  Proven Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Depletion expense for the six months ended June 30, 2009
      of $227,822 (June 30, 2008 - $606,668) was recorded in the U.S. cost
      center. None of the Companys unproven properties are subject to
      depletion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Impairment charges  Proven Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | During the six months ended June 30, 2009, the Companys
      proven property costs in Colorado (Ant Hill Project) were considered
      impaired resulting in a $1,506,375 (June 30, 2008 - $nil) non-cash
      impairment charge.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3. | Commitments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The current Drilling and Development Agreement with
      EnCana Oil & Gas (USA), Inc. (EnCana) obliges the Company to conduct a
      continuous drilling program through future summer drilling seasons on the
      Ant Hill Property, which the Company estimates would consist of a minimum
      of six wells per season at a cost of approximately $2,000,000 per well.
      Due to the significant deterioration in natural gas selling prices in the
      Companys project area and the lack of capital, the Company has suspended
      drilling operations for the 2009 drilling season. Suspending continuous
      drilling operations for 2009 will, once the 2009 drilling season ends,
      cause the Company to become noncompliant with its agreement with EnCana.
      The Company is in negotiations with EnCana to defer or suspend its
      drilling obligations for one year due to low prices. In the event EnCana
      does not agree to a deferral or suspension for 2009 continuous drilling
      program and unless negotiated otherwise, the Companys current Drilling
      and Development Agreement and ability to drill future wells will
      terminate, and the Company will retain its interests in the current wells
      and properties earned to date. Federal unit obligations for drilling for
      2009, which require a 2 well minimum, have been met with the Companys
      2008 drilling program.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4. | Capital Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | During the six months ended June 30, 2009, no shares were
      issued.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | During the six months ended June 30, 2009 the Company did
      not grant any stock options and no stock options were cancelled. Stock
      options to acquire 250,000 common shares at $0.50 per share on or before
      June 11, 2009 expired in full without exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5. | Contingency                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

F-5

---

Eden Energy Corp. (An Exploration Stage Company) June
30, 2009 Notes to the Consolidated Financial Statements (Unaudited)

|6. | Subsequent Events                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | On August 12, 2009 the Company finalized negotiations with its operating partner whereby under certain terms and conditions the operating partner has agreed to reimburse the Company for pipeline related costs up to a maximum of $383,947.  The operating partner has also agreed to extend the commencement date for the Companies Continuous Drilling Program to no later than July 1, 2010.  In addition, the Company and its operating partner have agreed to amend numerous ambiguous terms of the Drilling and Development Agreement including provisions for the Company to pay actual water gathering and disposal costs and for the operating partner to construct Well Connect Facilities.
  In accordance with SFAS No. 165 “Subsequent Events”, we have evaluated subsequent events through August 14, 2009, the date of issuance of the unaudited consolidated financial statements. During this period we did not have any material recognizable subsequent events, other than as noted above.

F-6

---

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

Forward-Looking Statements

This quarterly report contains forward-looking statements.
These statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as
may, should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled Risk Factors, that may cause our or our industrys actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

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

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

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

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

General Overview

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

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

During 2008 Eden continued with a strategy of growing its
natural gas and oil reserves and production by drilling four new wells in the
Ant Hill Unit. These new wells were added to production in the first quarter of
2009 bringing our total number of production wells in the area to eight. Net
production from continuing operations for the quarter ended June 30, 2009 was
approximately 72,000 Mcfe as compared to approximately 76,000 Mcfe for the
quarter ended June 30, 2008. Revenues recognized declined due to significantly
lower commodity prices received to approximately $262,426 for the quarter ended
June 30, 2009 as compared to approximately $1,002,138 for the quarter ended June
30, 2008.

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

3

---

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

Management has rationalized corporate costs where possible in
an attempt to better align them with expected reduced future revenues, though
based on current projections and without additional funds raised, we anticipate
an operating cash shortfall within the next twelve month period. Additional
funds to meet obligations and to cover the costs of company operations are
required in the near future. Management is attempting to secure this funding,
though to date confirmation of funding is uncertain due to the ongoing
discussions and negotiations with our operating partner and vendors in Colorado.
There is still uncertainty that further funding can be raised. Notwithstanding
the foregoing, Management plans to continue to review other potential
exploration projects, which may be presented to them from time to time.

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

Our Current Business

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

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

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

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

Ant Hill Unit  Colorado

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

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

4

---

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

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

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

On April 27, 2009 we received notice of a lien being placed against the property by one other supplier relating to our 2008 well program.  The lien filed is in the amount of $28,956.  On June 12, 2009 we received notice of a lien being placed against the property by a supplier relating to our 2008 well program.  The lien filed is in the amount of $148,864, though this amount is included in the aforementioned lien of $692,118 as this supplier was a subcontractor of this first supplier. On June 26, 2009 we received notice of a lien being placed against the property by a supplier relating to our 2008 well program.  The lien filed is in the amount of $4,965, though this amount is included in the aforementioned lien of $692,118 as this supplier was a subcontractor of this first supplier.  We are in ongoing discussions with suppliers and our operating partner to resolve these outstanding matters.  On July 8, 2009, we received a summons from Gersh & Helfrich LLP of Denver Colorado, relating to Mountain States Pipeline Inc. of Craig Colorado.  The total amount in question is $692,118.  On July 24, 2009, we received a summons from Victor R. Grider OBA of Norman Oklahoma, relating to Eagle Well Service Inc. of Edmond Oklahoma.  The total amount in question is $11,110,which subject to final processing has been settled. We are actively negotiating with the parties and hope to reach a settlement without further legal action, however we have no assurances that these matters will be resolved amicably.

We incurred total costs of approximately $1,679,652 to construct the pipeline, which we expected to be reimbursed for from our operating partner. Approximately $811,627 remains outstanding to us. As a result there are a number of suppliers
to our 2008 White River Dome well and pipeline program that still remain unpaid. On August 12, 2009 we finalized negotiations with our operating partner whereby under certain terms and conditions they have agreed to reimburse us for pipeline related
costs up to a maximum of $383,947. They have also agreed to extend the commencement date for our Continuous Drilling Program to no later than July 1, 2010. In addition we have agreed to amend numerous ambiguous terms of our D&D Agreement
including provisions for Eden to pay actual water gathering and disposal costs and for EnCana to construct Well Connect Facilities.

Net production from continuing operations for the quarter ended June 30, 2009 was approximately 72,000 Mcfe as compared to approximately 76,000 Mcfe for the quarter ended June 30, 2008. Revenues recognized declined due to significantly lower
commodity prices received to approximately $262,426 for the quarter ended June 30, 2009 as compared to approximately $1,002,138 for the quarter ended June 30, 2008

Continuing declines and depression of gas and oil prices have impaired the valuation of our Colorado assets and currently has eroded our access to reserve based financing for continued drilling in Colorado. Unless the current economic climate
changes dramatically in the near future, which is not anticipated, 2009 drilling operations in the Ant Hill Unit have been suspended. Management is reassessing its future plans in the area as a result of the

5

---

deterioration of selling prices and field results prior to
further decisions. More detailed information on this project is available in our
recent 2008-year end filing.

Noah Project - Nevada

From August 2004 to July 2008 we conducted an exploration
program in Nevada, which cumulated in the drilling of the Noah Federal #1 well
in the spring of 2008. On April 28, 2008 we reported the Noah Federal #1 well
had been plugged and abandoned after reaching a total depth of 7,080 feet. The
well encountered its targeted formation, the sub-thrust Devonian Simonson
dolomite, at a depth of 5,058 feet. Based on log analysis and the lack of oil or
gas shows while drilling, the well did not warrant further testing.

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

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

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

Cherry Creek Project - Nevada

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

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

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

6

---

Chinchaga Project  Alberta

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

Cash Requirements

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

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

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

The declines in gas and oil prices through late 2008 and the
first half of 2009 together with the ongoing deterioration of general economic
conditions has led to a significant write down in the valuation of our Colorado
assets and currently has eroded our access to reserve based financing for
continued drilling in Colorado. Unless there is dramatic positive change to the
state of the general economy and depressed commodity prices, which we do not
anticipate to materially change in the short term, drilling operations in
Colorado for 2009 have been suspended. With a recent slight improvement in
commodity prices, we have revised our estimate of net revenues for the next
twelve-month period. Based on these revised prices, we expect resultant cash
flows for the next twelve-month period to be in a range of $700,000 to $800,000,
still leaving us with an anticipated operating cash shortfall within the period.
For the three month period ending June 30, 2009 we had received or accrued
approximately $262,426from gas, oil, and natural gas liquid sales from our
production wells.

Management is reassessing future plans in the area as a result
of the deterioration of selling prices and field results prior to further
decisions. Management has rationalized corporate costs where possible in an
attempt to better align them with expected reduced future revenues, though based
on current projections and without additional funds raised, we anticipate an
operating cash shortfall within the next twelve month period. Additional funds
to meet obligations and to cover the costs of company operations are required in
the near future. Management is attempting to secure this funding, though to date
confirmation of funding is uncertain due to the ongoing discussions and
negotiations with our operating partner and vendors in Colorado. There is still
uncertainty that further funding can be raised.

Our net cash provided by financing activities during the six
months ended June 30, 2009 was nil as compared to $37,500 during the six months
ended June 30, 2008.

We will require additional funds in the near future to maintain
operations and further funds to implement our growth strategy in our gas
development operations. These funds may be raised through equity financing, debt
financing, or other sources, which may result in further dilution in the equity
ownership of our shares. There is still no assurance that we will be able to
maintain operations at a level sufficient for an investor to obtain a return on
his investment in our common stock. Further, we may continue to be unprofitable.

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

7

---

Estimated Net Expenditures During the
      Next Twelve Months$General, Administrative, and Corporate
      Expenses
    
    850,000Ant Hill Unit Lease Operating Expenses
    
    300,000Total
    
    1,150,000


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

The continuation of our business is dependent upon obtaining
further financing, a successful program of exploration and/or development, and,
finally, achieving a profitable level of operations. The issuance of additional
equity securities by us could result in a significant dilution in the equity
interests of our current stockholders. Obtaining commercial loans, assuming
those loans would be available, will increase our liabilities and future cash
commitments.

There are no assurances that we will be able to obtain further
funds required for our continued operations. As noted herein, we are pursuing
various financing alternatives to meet our immediate and long-term financial
requirements. There can be no assurance that additional financing will be
available to us when needed or, if available, that it can be obtained on
commercially reasonable terms. If we are not able to obtain the additional
financing on a timely basis, we will be unable to conduct our operations as
planned, and we will not be able to meet our other obligations as they become
due. In such event, we will be forced to scale down or perhaps even cease our
operations.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment
(excluding oil and gas activities) over the twelve months ending June 30, 2010
other than office computers, furnishings, and communication equipment as
required.

Research and Development

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

Employees

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

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

The discussion and analysis of our financial condition and
results of operations are based upon our financial statements, which have been
prepared in accordance with the accounting principles generally accepted in the
United

8

---

States of America. Preparing financial statements requires management
  to make estimates and assumptions that affect the reported amounts of assets,
  liabilities, revenue, and expenses. These estimates and assumptions are affected
  by managements application of accounting policies. We believe that understanding
  the basis and nature of the estimates and assumptions involved with the following
  aspects of our financial statements is critical to an understanding of our financial
  statements.

Basis of Presentation and Consolidation

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

Use of Estimates

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

Cash and Cash Equivalents

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

Foreign Currency Translation

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

9

---

Asset Retirement Obligations

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

Oil and Gas Properties

Our company utilizes the full cost method to account for its
investment in oil and gas properties. Accordingly, all costs associated with
acquisition, exploration and development of oil and gas reserves, including such
costs as leasehold acquisition costs, capitalized interest costs relating to
unproved properties, geological expenditures, tangible and intangible
development costs including direct internal costs are capitalized to the full
cost pool. When our company commences production from established proven oil and
gas reserves, capitalized costs, including estimated future costs to develop the
reserves and estimated abandonment costs, net of salvage, will be depleted on
the units-of-production method using estimates of proved reserves. Investments
in unproved properties and major development projects including capitalized
interest, if any, are not depleted until proved reserves associated with the
projects can be determined. If the future exploration of unproved properties are
determined uneconomical the amount of such properties are added to the
capitalized cost to be depleted.

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

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

Property and Equipment

Property and equipment is recorded at net cost of $214,148
(2008 - $219,152) less accumulated depreciation of $90,943 (2008 - $68,135).
Depreciation is recorded on the straight-line basis over five years.

Long-Lived Assets

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

Loss Per Share

Our company computes net loss per share in accordance with SFAS
No. 128 "Earnings per Share" which requires presentation of both basic
and diluted earnings per share (EPS) on the face of the statement of operations.
Basic EPS is computed by dividing net loss available to common shareholders by
the weighted average number of shares outstanding during the period. Diluted EPS
gives effect to all dilutive potential common shares outstanding during the
period including convertible debt, stock options, and warrants, using the
treasury stock method. Diluted EPS excludes all dilutive potential shares if
their effect is anti dilutive. Shares underlying these securities totaled
approximately 3,863,100 as of June 30, 2009. Diluted loss per share figures are
equal to those of basic loss per share

10

---

for each period since the effects of convertible debt, stock
options and warrants have been excluded as they are anti-dilutive.

Other Comprehensive Income (Loss)

SFAS No. 130, Reporting Comprehensive Income,
establishes standards for the reporting and display of comprehensive loss and
its components in the financial statements. For the quarter ended June 30, 2009
and 2008, the only components of comprehensive loss were foreign currency
translation adjustments.

Financial Instruments

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

Income Taxes

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

Debt Issue Costs

In accordance with the Accounting Principles Board Opinion 21
Interest on Receivables and Payables, our company recognizes debt issue
costs on the balance sheet as deferred charges, and amortizes the balance over
the term of the related debt. Our company follows the guidance in the EITF 95-13
Classification of Debt Issue Costs in the Statement of Cash Flows and
classifies cash payments for debt issue costs as a financing activity. During
the quarter ended June 30, 2009 our company recognized amortization expense of
$nil.

Stock  Based Compensation

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

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

Revenue Recognition

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

11

---

Going Concern

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

Results of Operations  Three Months Ended June 30, 2009 and
2008

The following summary of our results of operations should be
read in conjunction with our financial statements for the quarter ended June 30,
2009, which are included herein.

Our operating results for the three months ended June 30, 2009,
for the three months ended June 30, 2008 and the changes between those periods
for the respective items are summarized as follows:

Three Months Ended June
      30, 2009
    
    Three Months Ended June
      30, 2008
    
    Change Between Three Month
      Period Ended June 30, 2009 and June 30,
      2008Revenue
    $
    262,426
    
    1,002,138
    
    (739,712)Debt
      conversion expense
    
    -
    
    646,000
    
    (646,000)Depletion, depreciation and amortization
      
    110,346
      
    317,770
      
    (207,424)General and administrative
      
    153,504
      
    205,236
      
    (51,732)Interest expense
    
    -
    
    156,356
    
    (156,356)Impairment loss on oil and gas properties
      
    -
      
    9,220,802
      
    (9,220,802)Management fees
    
    84,582
    
    242,159
    
    (157,577)Oil and gas operating expenses
      
    52,518
      
    247,502
      
    (194,984)Professional Fees
    
    39,360
    
    25,821
    
    13,539Net
      loss
    
    (194,901)
    
    (10,088,734)
    
    9,893,833


Our accumulated losses increased to $47,066,228 as of June 30,
2009. Our financial statements report a net loss of $194,901 for the three month
period ended June 30, 2009 compared to a net loss of $10,088,734 for the three
month period ended June 30, 2008. Our losses have decreased primarily as a
result of rationalization initiatives, a decrease

12

---

in interest and other costs, and a decrease in impairment of
oil and gas properties of $nil for the three months ended June 30, 2009 as
compared to $9,220,802 for the three months ended June 30, 2008. The Company
also recognized depletion of its capitalized oil and gas expenditures of $96,121
during the three months ended June 30, 2009, compared to $295,208 for the three
months ended June 30, 2008. The depletion rate for Colorado production for the
three months ended June 30, 2009 was $1.33/mcfe.

Results of Operations  Six Months Ended June 30, 2009 and
2008

The following summary of our results of operations should be
read in conjunction with our financial statements for the quarter ended June 30,
2009, which are included herein.

Our operating results for the six months ended June 30, 2009,
for the six months ended June 30, 2008 and the changes between those periods for
the respective items are summarized as follows:

Six Months Ended June
      30, 2009
    
    Six Months Ended June
      30, 2008
    
    Change Between Six Month
      Period Ended June 30, 2009 and June 30,
      2008Revenue
      $
      533,114
      $
      1,459,804
      $
      (926,690)Debt conversion expense
      
      -
      
      3,605,000
      
      (3,605,000)Depletion, depreciation and amortization
      
    257,290
      
    727,615
      
    (470,325)General and administrative
      
      396,678
      
      426,640
      
      (29,962)Interest expense
    
    64
    
    658,559
    
    (658,495)Impairment loss on oil and gas properties
      
    1,506,375
      
    9,220,802
      
    (7,714,427)Management fees
      
      168,332
      
      467,676
      
      (299,344)Oil and gas operating expenses
      
    193,588
      
    532,172
      
    (338,584)Professional Fees
      
      76,902
      
      140,155
      
      (63,253)Net loss
    
    (2,085,772)
    
    (14,197,882)
    
    (12,112,110)


As at June 30, 2009, we had $1,093,830 in current liabilities.
Our net cash provided by operating activities for the six months ended June 30,
2009 was $647,239 compared to $132,489 used in the six months ended June 30,
2008. Our accumulated losses increased to $47,066,228 as of June 30, 2009. Our
financial statements report a net loss of $2,085,772 for the six month period
ended June 30, 2009 compared to a net loss of $14,197,882 for the six month
period ended June 30, 2008. Our losses have decreased primarily as a result of a
decrease in the non-cash debt conversion expense relating to the conversions of
the Companys convertible debt of $nil for the six months ended June 30, 2009 as
compared to $3,605,000 for the six months ended June 30, 2008, and as a result
of an decrease in impairment of oil and gas properties of $1,506,375 for the six
months ended June 30, 2009 as compared to $9,220,802 for the six months ended
June 30, 2008. The Company also recognized depletion of its capitalized oil and
gas expenditures of $227,822 during the six months ended June 30, 2009, compared
to $606,668 for the six months ended June 30, 2008. The depletion rate for the
six months ended June 30, 2009 was $1.52/mcfe.

Our total liabilities as of June 30, 2009 were $1,334,415 as
compared to total liabilities of $2,044,722 as of December 31, 2008. The
decrease was due to a decrease in accounts payable from $1,810,797 as at
December 31, 2008 to $1,093,830 as at June 30, 2009.

During the six month period ended June 30, 2009 we spent
$1,089,943 on exploration, development and acquisition of our oil and gas
properties as compared to $5,458,064 spent during the six month period ended
June 30, 2008. Of

13

---

this amount $27,787 was attributable to acquisition costs (2007
- $41,504), and $1,062,156 (2007 - $5,416,560) was attributable to exploration
and development costs. Exploration, development and acquisition costs incurred
and paid during the six months ended June 30, 2009 were $306,398 while
exploration, development and acquisition costs paid and accrued at December 31,
2008 were $783,544.

Liquidity and Financial Condition

Working Capital

|                    |   | At            |   |  | At           | 
|------------------- | - | ------------- | - |  | ------------ | 
|                    |   | June 30, 2009 |   |  | December 31, | 
|                    |   | 2009          |   |  | 2008         | 
|Current assets      | $ | 685,309       |   |  | 1,941,490    | 
|Current liabilities |   | 1,093,830     |   |  | 1,810,797    | 
|Working capital     | $ | (408,521      | ) |  | 130,693      | 

Cash Flows

|                                                            |   | Six Months Ended |  
|----------------------------------------------------------- | - | ---------------- | -
|                                                            |   | June 30          |  
|                                                            |   | 2009             |  
|Cash flows provided by (used in) operating
      activities | $ | 647,239          |  
|Cash flows provided by (used in) investing activities       |   | (1,003,493       |  
|Cash flows provided by (used in) financing
      activities |   | -                |  
|Effect of exchange rate changes on cash                     |   | (515             | )
|Net increase (decrease) in cash during period               | $ | (356,769         | )

Operating Activities

Net cash provided by operating activities was $647,239 in the
six months ended June 30, 2009 compared with net cash used in operating
activities of $132,489 in the same period in 2008.

Investing Activities

Net cash used in investing activities was $1,003,493 in the six
months ended June 30, 2009 compared to net cash used in investing activities of
$5,536,841 in the same period in 2008. The decrease in use of cash of $4,533,348
in investing activities is mainly attributable to the decrease in oil and gas
property development costs.

Financing Activities

Net cash provided by financing activities was $nil in the six
months ended June 30, 2009 compared to $37,500 in the same period in 2008.

Oil and gas sales volume comparisons for the quarter ended
June 30, 2009 compared to the quarter ended June 30, 2008

For the quarter ended June 30, 2009 net production from
continuing operations was approximately 72,000 Mcfe as compared to approximately
76,000 Mcfe for the quarter ended June 30, 2008. Due to declining commodity
prices

14

---

we recognized oil and gas sales of approximately $262,426 for
the quarter ended June 30, 2009 as compared to approximately $1,002,138 in the
same period in 2008.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our president (also
our principal executive officer) and our secretary, treasurer and chief
financial officer (also our principal financial and accounting officer) to allow
for timely decisions regarding required disclosure.

As of June 30, 2009, the end of our second quarter covered by
this report, we carried out an evaluation, under the supervision and with the
participation of our president (also our principal executive officer) and our
secretary, treasurer and chief financial officer (also our principal financial
and accounting officer), of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our president (also
our principal executive officer) and our secretary, treasurer and chief
financial officer (also our principal financial and accounting officer)
concluded that our disclosure controls and procedures were effective in
providing reasonable assurance in the reliability of our financial reports as of
the end of the period covered by this quarterly report.

Inherent limitations on effectiveness of controls

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

Changes in Internal Control over Financial
Reporting

There have been no changes in our internal controls over
financial reporting that occurred during the quarter ended June 30, 2009 that
have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

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

On July 8, 2009, we received a summons from Gersh & Helfrich LLP of Denver Colorado, relating to Mountain States Pipeline Inc. of Craig Colorado.  The total amount in question is $692,118.01.  On July 24, 2009, we received a summons from Victor R. Grider OBA of Norman Oklahoma, relating to Eagle Well Service Inc. of Edmond Oklahoma.  The total amount in question is $11,110, which subject to final processing has been settled.  We are actively negotiating with the parties and hope to reach a settlement without further legal action.  There is no assurance that these matters will be resolved amicably.

15

---

The results of these negotiations cannot be predicted, and it
is possible that the ultimate resolution of these matters, individually or in
the aggregate, may have a material adverse effect on our business (either in the
near-term or in the long-term), financial position, results of operations, or
cash flows.

Item 1A. Risk Factors

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

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

To date we have had negative cash flows from operations and we
have been dependent on sales of our equity securities and debt financing to meet
our cash requirements and have incurred losses totaling approximately $2,086,285
for the quarter ended June 30, 2009, and cumulative losses of $47,066,228 to
June 30, 2009. As of June 30, 2009 we had working capital of $(408,521). We do
not expect positive cash flow from operations in the near term and there is no
assurance that actual cash requirements will not exceed our estimates, or that
our sales projections will be realized as estimated. In particular, additional
capital may be required in the event that:

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

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

- production levels do not meet our
expectations; or

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

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

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

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

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

A prolonged decline in the price of our common stock could
result in a reduction in the liquidity of our common stock and a reduction in
our ability to raise capital. Because our operations have been primarily
financed through the sale of equity securities, a decline in the price of our
common stock could be especially detrimental to our liquidity and our continued
operations. Any reduction in our ability to raise equity capital in the future
would force us to reallocate funds from other planned uses and would have a
significant negative effect on our business plans and operations, including our
ability to develop new products and continue our current operations. If our
stock price

16

---

declines, we may not be able to raise additional capital or
generate funds from operations sufficient to meet our obligations.

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

From inception through to June 30, 2009, we have incurred
aggregate losses of approximately $47,066,228. Our loss from operations for the
quarter ended June 30, 2009 was $194,459. There is no assurance that we will
operate profitably or will generate positive cash flow in the future. In
addition, our operating results in the future may be subject to significant
fluctuations due to many factors not within our control, such as the
unpredictability of when customers will purchase our production and/or services,
the size of customers purchases, the demand for our production and/or services,
and the level of competition and general economic conditions. If we cannot
generate positive cash flows in the future, or raise sufficient financing to
continue our normal operations, then we may be forced to scale down or even
close our operations. Until such time as we generate significant revenues, we
expect an increase in development costs and operating costs. Consequently, we
expect to continue to incur operating losses and negative cash flow until we
receive significant commercial production from our properties.

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

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

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

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

17

---

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

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

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

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

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

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

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

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

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

18

---

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

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

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

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

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

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

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

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

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

19

---

Governmental Regulations

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

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

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

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

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

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

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

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

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

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

20

---

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

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

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

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

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

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

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

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

Other Risks

Trends, Risks and Uncertainties

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

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

None.

Item 3. Defaults Upon Senior Securities

None.

21

---

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

None.

Item 5. Other Information

None.

Item 6. Exhibits

|Exhibit | Description                                                                                                                                                                                                                                               
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                           
|(3)     | (i) Articles
      of Incorporation; and (ii) Bylaws                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                           
|3.1     | Articles of Incorporation (incorporated by reference from
      our Registration Statement on Form 10-SB, filed on September 11, 2000).                                                                                                                   
|        |                                                                                                                                                                                                                                                           
|3.2     | Bylaws (incorporated by reference from our Registration
      Statement on Form 10-SB, filed on September 11, 2000).                                                                                                                                      
|        |                                                                                                                                                                                                                                                           
|3.3     | Certificate of Amendment filed with the Secretary of
      State of Nevada on June 16, 2004 (incorporated by reference from our
      Quarterly Report on Form 10-QSB filed on November 22, 2004).                                                        
|        |                                                                                                                                                                                                                                                           
|3.4     | Certificate of Amendment filed with the Secretary of
      State of Nevada on August 6, 2004 (incorporated by reference from our
      Quarterly Report on Form 10-QSB filed on November 22, 2004).                                                       
|        |                                                                                                                                                                                                                                                           
|(4)     | Instruments defining rights of security holders,
      including indentures                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                           
|4.1     | 2004 Stock Option Plan (incorporated by reference from
      our Form S-8, filed on October 8, 2004).                                                                                                                                                     
|        |                                                                                                                                                                                                                                                           
|4.2     | Amended 2004 Stock Option Plan (incorporated by reference
      from our Current Report filed on Form 8- K filed on January 23, 2008)                                                                                                                     
|        |                                                                                                                                                                                                                                                           
|(10)    | Material Contracts                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                           
|10.1    | Form of Stock Option Agreement entered into with the
      following individuals (incorporated by reference from our Quarterly Report
      on Form 10-QSB filed on August 12, 2005):                                                                     
|        |                                                                                                                                                                                                                                                           
|        | Donald Sharpe John Martin Neil Maedel Drew
      Bonnell                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                           
|10.2    | Participation Agreement with Merganser Limited
      (incorporated by reference from our Current Report on Form 8-K filed on
      November 10, 2005).                                                                                                    
|        |                                                                                                                                                                                                                                                           
|10.3    | Joint Participating Agreement with Chamberlain
      Exploration Development and Research Stratigraphic Corporation dba Cedar
      Strat Corporation (incorporated by reference from our Current Report on
      Form 8- K filed on February 21, 2006).**
|        |                                                                                                                                                                                                                                                           
|10.4    | Amended Management Consulting Agreement dated February
      28, 2006 and made effective February 1, 2006 with Drew Bonnell
      (incorporated by reference from our Current Report on Form 8-K filed on
      March 10, 2006).                          
|        |                                                                                                                                                                                                                                                           
|10.5    | Amended Management Consulting Agreement dated February
      28, 2006 and made effective February 1, 2006 with Donald Sharpe
      (incorporated by reference from our Current Report on Form 8-K filed on
      March 10, 2006).                         
|        |                                                                                                                                                                                                                                                           
|10.6    | Farmout and Option Agreement with Suncor dated March 7,
      2006 (incorporated by reference from our Current Report on Form 8-K filed
      on March 17, 2006).**                                                                                       
|        |                                                                                                                                                                                                                                                           
|10.7    | Management Agreement with Freestone Energy LLC dated May
      1, 2006 (incorporated by reference from our Current Report on Form 8-K
      filed on May 2, 2006).                                                                                        

22

---

|Exhibit | Description                                                                                                                                                                                                                                                            
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                        
|10.8    | Stock Option Agreement with Larry Kellison dated May 1,
      2006 (incorporated by reference from our Current Report on Form 8-K filed
      on May 2, 2006).                                                                                                         
|        |                                                                                                                                                                                                                                                                        
|10.9    | Amended Management Consulting Agreement dated December
      21, 2006 and made effective January 1, 2007 with Drew Bonnell
      (incorporated by reference from our Current Report on Form 8-K filed on
      December 22, 2006).                                     
|        |                                                                                                                                                                                                                                                                        
|10.10   | Amended Management Consulting Agreement dated December
      21, 2006 and made effective January 1, 2007 with D. Sharpe Management Inc.
      (incorporated by reference from our Current Report on Form 8-K filed on
      December 22, 2006).                        
|        |                                                                                                                                                                                                                                                                        
|10.11   | Form of Stock Option Agreement with Donald Sharpe, Drew
      Bonnell, John Martin and Larry Kellison (incorporated by reference from
      our Current Report on Form 8-K filed on December 22, 2006).                                                                
|        |                                                                                                                                                                                                                                                                        
|10.12   | Form of Stock Option Agreement with Paul Mitchell, Kim
      Lloyd and Olga Bespalaja (incorporated by reference from our Current
      Report on Form 8-K filed on December 22, 2006).                                                                                
|        |                                                                                                                                                                                                                                                                        
|10.13   | Participation Agreement dated February 14, 2007 with
      Suncor Energy Inc., Grand Banks Energy Corporation and Dejour Energy
      (Alberta) Ltd. (incorporated by reference from our Current Report on Form
      8-K filed on February 23, 2007).                 
|        |                                                                                                                                                                                                                                                                        
|10.14   | Amended Management Consulting Agreement dated December
      21, 2006 and made effective January 1, 2007 with Freestone Energy LLC
      (incorporated by reference from our Current Report on Form 8-K filed on
      February 23, 2007).                             
|        |                                                                                                                                                                                                                                                                        
|10.15   | Form of Stock Option Agreement with Ralph Stensaker
      (incorporated by reference from our Current Report on Form 8-K filed on
      December 22, 2006).                                                                                                            
|        |                                                                                                                                                                                                                                                                        
|10.16   | Agreement Starlight Oil & Gas LLC and Starlight
      Operating Company, Inc. effective August 31, 2007 (incorporated by
      reference from our Current Report on Form 8-K filed on September 11,
      2007).                                                       
|        |                                                                                                                                                                                                                                                                        
|10.17   | Amended Management Consulting Agreement dated December
      21, 2007 and made effective January 1, 2008 with D. Sharpe Management Inc.
      (incorporated by reference from our Current Report on Form 8-K filed on
      December 28, 2007).                        
|        |                                                                                                                                                                                                                                                                        
|10.18   | Amended Management Consulting Agreement dated December
      21, 2007 and made effective January 1, 2008 with Drew Bonnell
      (incorporated by reference from our Current Report on Form 8-K filed on
      December 28, 2007).                                     
|        |                                                                                                                                                                                                                                                                        
|10.19   | Amended Management Consulting Agreement dated December
      21, 2007 and made effective January 1, 2008 with Larry Kellison.
      (incorporated by reference from our Current Report on Form 8-K filed on
      December 28, 2007).                                  
|        |                                                                                                                                                                                                                                                                        
|10.20   | Form of Note and Warrant Amendment Agreement dated
      January 17, 2008 (incorporated by reference from our Current Report on
      Form 8-K filed on January 23, 2008).                                                                                             
|        |                                                                                                                                                                                                                                                                        
|10.21   | Form of Stock Option Agreement with Donald Sharpe, Drew
      Bonnell, John Martin, Ralph Stensaker, Larry Kellison, Kim Lloyd, Olga
      Bespalaja and Paul Mitchell (incorporated by reference from our Current
      Report on Form 8-K filed on January 23, 2008).
|        |                                                                                                                                                                                                                                                                        
|10.22   | Note and Warrant Amendment Agreement dated February 8,
      2008 with RAB Special Situations (Master) Fund Limited (incorporated by
      reference from our Current Report on Form 8-K filed on February 14, 2008).                                                  
|        |                                                                                                                                                                                                                                                                        
|10.23   | Form of Note and Warrant Amendment Agreement dated April
      2, 2008 (incorporated by reference from our Current Report on Form 8-K
      filed on April 4, 2008).                                                                                                   
|        |                                                                                                                                                                                                                                                                        
|10.24   | Executive Employment Agreement between the company and
      Larry Kellison executed July 18, 2008 and dated effective January 1, 2008
      (incorporated by reference from our Current Report on Form 8-K filed on
      July 22, 2008).                             

23

---

|Exhibit | Description                                                                                                                                    
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                
|        |                                                                                                                                                
|10.25*  | First
        Amendment of Agent Operator Agreement.                                                                                           
|        |                                                                                                                                                
|10.26*  | Fourth
        Amendment of Drilling and Development Agreement.                                                                                
|        |                                                                                                                                                
|10.27*  | Letter
        Agreement with En Cana Oil and Gas (USA) Inc.                                                                                   
|        |                                                                                                                                                
|(14)    | Code of Ethics                                                                                                                                 
|        |                                                                                                                                                
|14.1    | Code of Business Conduct and
        Ethics (incorporated by reference from our Annual Report on Form 10- KSB
        filed on April 14, 2004).
|        |                                                                                                                                                
|(31)    | Rule 13a-14(a)/15d-14(a)
        Certifications                                                                                                
|        |                                                                                                                                                
|31.1*   | Section
        302 Certification under Sarbanes-Oxley Act of 2002 of Donald Sharpe                                                            
|        |                                                                                                                                                
|31.2*   | Section
        302 Certification under Sarbanes-Oxley Act of 2002 of Drew Bonnell                                                             
|        |                                                                                                                                                
|(32)    | Section 1350 Certifications                                                                                                                    
|        |                                                                                                                                                
|32.1*   | Section
        906 Certification under Sarbanes-Oxley Act of 2002 of Donald Sharpe                                                            
|        |                                                                                                                                                
|32.2*   | Section 906 Certification
      under Sarbanes-Oxley Act of 2002 of Drew Bonnell                                                               

* Filed herewith.

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

24

---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

|                       | EDEN ENERGY CORP.                         
|---------------------- | ------------------------------------------
|                       | (Registrant)                              
|                       |                                           
|                       |                                           
|Dated: August 13, 2009 | /s/
      Donald Sharpe                   
|                       | Donald Sharpe                             
|                       | President                                 
|                       | (Principal Executive Officer)             
|                       |                                           
|Dated: August 13, 2009 | /s/
      Drew Bonnell                    
|                       | Drew Bonnell                              
|                       | Secretary, Treasurer and CFO              
|                       | (Principal Financial Officer and Principal
|                       | Accounting Officer)                       

25

---