U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-QSB





(Mark
      One)


x
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES
                EXCHANGE ACT OF 1934





For
      the
      quarterly period ended December 31, 2005





OR





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





For
      the
      transition period from _____ to ______





Commission
      file number 000-50929




Ignis
                  Petroleum Group, Inc.(Exact
                  name of small business issuer as specified in its charter)
 
 Nevada(State
                  or other jurisdiction of incorporation or organization)
 
 16-1728419(IRS
                  Employer Identification No.)
 
 100
                  Crescent Court 7thFloor Dallas, Texas 75201(Address
                  of principal executive offices)
 
 214-459-8188(Issuer's
                  telephone number)





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





Yes x No o





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





Yes o No x





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date. As of January 31, 2006, the registrant had
      issued and outstanding 49,154,791 shares of
      common stock.





Transitional
      Small Business Disclosure Format (check one);





Yes o No x










1




Page
                No.PART
                I - FINANCIAL INFORMATIONItem
                1. Financial StatementsINDEX
                TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSCondensed
                Consolidated Balance Sheet at December 31, 2005
                (unaudited)
            
            3Condensed
                Consolidated Statement of Operations for the Six and
                Three Months ended December 31, 2005 (unaudited)
            
            4Condensed
                Consolidated Statement of Cash Flows for the Six
                Months ended December 31, 2005 (unaudited)
            
            5Selected
                Notes to the Condensed Consolidated Financial
                Statements (unaudited)
            
            6Item
                2. Management's Discussion and Analysis or Plan of
                Operation
            
            9Item
                3. Controls and Procedures
            
            12PART
                II - OTHER INFORMATIONItem
                2. Unregistered sale of equity securities and use
                of proceeds
            
            17Item
                6. Exhibits.
            
            17SIGNATURES
            
            18




2
 *Index*


Ignis
                  Petroleum Group, Inc. and SubsidiaryCondensed
                  Consolidated Balance SheetDecember
                  31, 2005ASSETSCurrent
                  assets:Cash
                  and cash equivalents
              
              $
              194,353Accounts
                  receivable
              
              
              223,933Prepaid
                  expenses and other current assets
              
              
              6,066Total
                  current assets
              
              
              424,352Property
                  and equipment:Oil
                  and gas properties, successful efforts method
              
              
              4,541,851Other
                  assets
              
              
              3,3603,360Total
                  assets
              
              $
              4,969,563LIABILITIES
                  AND STOCKHOLDERS' EQUITYCurrent
                  liabilities:Accounts
                  payable and accrued expenses
              
              $
              866,886Note
                  payable
              
              
              100,000Due
                  to related party
              
              
              25,390Total
                  current liabilities
              
              
              992,276Commitments
                  and contingencies
              
              
              -Stockholders'
                  equity:Common
                  shares, $0.001 par value, 75,000,000 shares authorized 48,353,333
                  issued
                  and outstanding
              
              
              48,353Additional
                  paid-in capital
              
              
              5,359,649Accumulated
                  deficit
              
              
              (1,430,715
              )Total
                  stockholders' equity
              
              
              3,977,287Total
                  liabilities and stockholders' equity
              
              $
              4,969,563
  The
        accompanying notes are an integral part of these condensed consolidated
        financial statements
  3
 *Index*
  Ignis
                  Petroleum Group, Inc. and SubsidiaryCondensed
                  Consolidated Statement of OperationsFor
                  the Six Months Ended September 30, 2005
              
              For
                  the Three Months Ended December 31, 2005Revenues
                  from oil and gas product sales
              
              $
              223,933
              
              $
              223,933Operating
                  expenses:Depreciation
                  and depletion
              
              
              28,900
              
              
              28,900General
                  and administrative expenses
              
              
              1,304,342
              
              
              442,484Total
                  operating expenses
              
              
              1,333,242
              
              
              471,384Other
                  income (expense)Interest
                  expense
              
              
              (29,417
              )
              
              (1,800
              )Net
                  loss
              
              $
              (1,138,726
              )
              $
              (249,251
              )Basic
                  and diluted loss per common share
              
              $
              (0.02
              )
              $
              (0.01
              )Weighted
                  average number of commonshares outstanding and proforma
              
              
              45,742,790
              
              
              47,654,819
 
 The
        accompanying notes are an integral part of these condensed consolidated
        financial statements
  4
 *Index*
 Ignis
                    Petroleum Group, Inc. and SubsidiaryCondensed
                    Consolidated Statement of Cash FlowsFor
                    the Six Months Ended December 31, 2005Net
                    loss
                
                $
                (1,138,726
                )Adjustments
                    to net loss not affecting cash:Stock
                    issued for compensation
                
                
                635,000Changes
                    in assets and liabilitiesAccounts
                    receivable
                
                
                (223,933
                )Prepaid
                    expenses and other current assets
                
                
                14,000Accounts
                    payable and accrued expenses
                
                
                (252,530
                )Cash
                    provided by (used in) operating activities
                
                
                (966,189
                )Investing
                    activitiesPurchase
                    of oil and gas properties
                
                
                (889,322
                )Cash
                    used for investing activities
                
                
                (889,322
                )Financing
                    activitiesIssuance
                    of common stock and warrants
                
                
                1,800,000Proceeds
                    from note payble
                
                
                100,000Advance
                    from related party
                
                
                4,800Cash
                    provided by financing activities
                
                
                1,904,800Net
                    increase in cash
                
                
                49,289Cash
                    at beginning of period
                
                
                145,064Cash
                    at end of period
                
                $
                194,353Supplemental
                    disclosure of cash flow information:Cash
                    paid during the period for:Interest
                
                $
                -Income
                    taxes
                
                $
                -Supplemental
                    non-cash financing transactions:Conversion
                    of notes payable and interest into equity
                
                $
                1,550,302Issuance
                    of common stock for oil and gas property
                
                $
                1,550,302
 The
        accompanying notes are an integral part of these condensed consolidated
        financial statements
  5
 *Index*




IGNIS
      PETROLEUM GROUP, INC.


SELECTED
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


December
      31, 2005




Note
      1


Basis
      of
      Presentation





The
      accompanying unaudited financial statements have been prepared in accordance
      with accounting principles generally accepted in the United States of America
      for interim financial information and with the instructions of Form 10-QSB
      and
      Item 310 of Regulation S-B. Accordingly, they do not include all of the
      information and footnotes required by accounting principles generally accepted
      in the United States of America for complete financial statements. The
      preparation requires management to make estimates and assumptions that affect
      the reported amounts of assets and liabilities and the disclosure of contingent
      assets and liabilities at the date of the financial statements and the reported
      amount of revenues and expenses during the reporting period. Actual results
      may
      differ from these estimates. In the opinion of management, all adjustments
      (consisting of normal recurring accruals) considered necessary for a fair
      presentation have been included. Operating results for the six month period
      ended December 31, 2005 are not necessarily indicative of the results that
      may
      be expected for the year ending June 30, 2006.





For
      further information, refer to the financial statements and footnotes thereto
      included in the Company's annual report on Form 10-KSB for the period December
      9, 2004 (inception) to June 30, 2005 as filed with the Securities and Exchange
      Commission.








Note
      2


Nature
      of
      Operations





Ignis Petroleum
      Group, Inc., formerly Sheer Ventures, Inc., was incorporated in the State
      of Nevada on April 30, 2004. Ignis Petroleum Corporation, our wholly-owned
      subsidiary, was incorporated in the State of Nevada on December 9, 2004. Ignis
      Petroleum Group, Inc. and the stockholders of Ignis Petroleum Corporation
      consummated a transaction accounted for as a reverse merger on May 16, 2005.





We
      own
      working interests in the following oil and gas prospects in Alabama, Louisiana
      and Texas:





*Barnett
      Crossroads Prospect*





We
      own a
      seventy-five percent (75%) working interest, which is equal to a fifty-two
      and
      one half percent (52.5%) net revenue interest, in oil and gas leases and
      proposed operations covering the Barnett Crossroads Prospect, which is located
      in the highly-prolific Smackover trend of Escambia County in southwest Alabama.
      We will carry 100% of the costs to drill and test each well drilled on the
      prospect. We are required to commence drilling operations on the prospect on
      or
      before March 31, 2006, or our interests in the prospect will revert to the
      prior
      owner.





Although
      the Barnett Crossroads Prospect is currently unproved, a prospective resource
      assessment prepared by Netherland, Sewell & Associates, Inc. has concluded
      that the prospect may hold significant amounts of commercially-recoverable
      quantities of oil and gas. The undiscovered prospective resources included
      in
      the report indicate exploration opportunities and development potential if
      a
      commercial discovery is made and should not be construed as reserves. The
      assessment included a detailed review of geological and geophysical data and
      tested the economic viability for development of discovered hydrocarbons.





The
      Barnett Crossroads Prospect is an anticlinal trap with four-way structural
      closure at the Smackover Formation level. The prospect is surrounded by several
      fields that have produced from the target interval. These fields include the
      Gravel Hill Church, Canaan Church, Narrow Gap Creek, and Dean Creek Fields,
      among others. The prospect area is covered with an 18-square-mile 3-D seismic
      survey. Estimated gross resources are up to 534 thousand barrels of oil
      equivalent (Mboe) with estimated mean gross resources of 355 Mboe. A well,
      drilled to a depth of 14,500 feet is needed to test the prospect.





6
 *Index*




The
      Barnett Crossroads Prospect field has been evaluated using 3-D seismic data,
      but
      until recently a large part of it could not be leased at reasonable terms.
      The
      prospect is a 4-way closure clearly defined by 3-D seismic data. The 3-D seismic
      data indicate a close similarity between the Barnett Crossroads Prospect and
      the
      good Smackover production found on adjacent structures, which have produced
      over
      three million barrels of oil.





The
      Barnett Crossroads prospective structure appears to have approximately 100
      acres
      of structural closure and 50 feet of pay. Comparisons between this prospect
      and
      those adjacent to it suggest that Barnett Crossroads could yield more than
      500,000 barrels of oil equivalent, although we cannot guarantee that any
      reserves will be found, or if found, can be commercially exploited for
      profit.





*North
      Wright Field Prospect*





We
      own a
      seventy-five percent (75%) working interest, which is equal to a fifty-two
      and
      one half percent (52.5%) net revenue interest, in oil and gas leases and
      proposed operations covering the North Wright Field Prospect, which is located
      in Acadia Parish, Louisiana. We will carry 100% of the costs to drill and test
      each well drilled on the prospect. We are required to commence drilling
      operations on the prospect on or before March 31, 2006, or our interests in
      the
      prospect will revert to the prior owner. We expect to enter into an agreement
      extending the lease until December 31, 2006 soon, although we cannot guarantee
      that we will be able to extend the lease.





Although
      the North Wright Field Prospect is currently unproved, a prospective resource
      assessment prepared by Netherland, Sewell & Associates, Inc. has concluded
      that North Wright Field Prospect may hold significant amounts of
      commercially-recoverable quantities of oil and gas. The undiscovered prospective
      resources included in the report indicate exploration opportunities and
      development potential if a commercial discovery is made and should not be
      construed as reserves. The assessment included a detailed review of geological
      and geophysical data and tested the economic viability for development of
      discovered hydrocarbons.





The
      North
      Wright Field Prospect is a fault-bounded structural trap at the Margulina Texana
      (Marg Tex) level. The prospect is a deeper target in the same fault block and
      has the same structural configuration as a discovery at the shallower Camerina
      level. The Marg Tex is a lower Oligocene, Middle Frio slope sandstone. The
      prospect is defined by a 50-square-mile proprietary 3-D seismic survey.
      Estimated gross resources are up to 118 billion cubic feet of gas equivalent
      (Bcfge) in three sands with estimated mean resources of 79 Bcfge. A well,
      drilled to a depth of 16,500, is needed to test the prospect.





The
      North
      Wright Field Prospect had previously been tested using 2-D seismic technology.
      However, with this limited technology, an incorrect drilling location was chosen
      and the well entered on the wrong side of the fault - resulting in a dry hole.
      With the advent of 3-D seismic technology, the area was re-shot and this error
      was clearly visible in the 3-D seismic data. Retesting at a new location a
      few
      hundred feet from the original location is recommended in order to explore
      the
      potential for reserves of this enclosure.





The
      North
      Wright Field Prospect is a deeper test in an already productive fault block.
      Approximately 816 acres are under lease. The prospect is a classic south
      Louisiana fault trap in the Marg Tex lower Miocene formation. The prospect
      is
      clearly seen on 3-D seismic data, which was recently reprocessed using
      state-of-the-art pre-stack turning wave time migration. Through reprocessing,
      this structure is far more clearly and accurately imaged. Well control in the
      area shows an abundance (more than 300 feet) of sand in the Marg Tex interval.
      The structure has over 700 feet of structural relief to the spill point. The
      amount of closure is 522 acres to the spill point.





7
 *Index*





Geological
      work in the area indicates that the fault block should have sand against shale
      on all sides. This relationship of sand against shale is an excellent trapping
      mechanism for hydrocarbons. Hydrocarbon generation and migration has been seen
      in the area and is supported by numerous fields in the prospective sand
      interval. The proposed first well is designed to drill into an untested fault
      block that should have good Marg Tex sands in a strong structural
      trap.





*Acom
      A-6 Prospect*





We
      own a
      twenty-five percent (25%) working interest in the Acom A-6 Prospect, located
      in
      Chambers County, Texas through a participation agreement with Kerr-McGee. We
      acquired an interest in the prospect in exchange for carrying 35% of the cost
      to
      drill and test wells on the prospect. Drilling of this prospect commenced
      production in August of 2005 and was completed in October 2005. The Acom A-6
      Prospect currently holds proved reserves and is producing oil and gas with
      revenues being earned by us.





The
      well,
      which is currently producing has approximately 25 to 35 feet of structure up
      dip
      to past producers draining over 60 acres of remaining reserves. The well is
      currently producing in the first of three zones at an average daily rate of
      over
      150 barrels of high-quality crude oil and over 650 thousand cubic feet of
      natural gas through a four-foot perforation. The productive formation, the
      Upper
      Nodosaria, is 9,500 feet deep. The well was identified with3-D seismic and
      subsurface well control.





*Crimson
      Bayou Prospect*





The
      Crimson Bayou prospect, located in Iberville Parish, Louisiana, has multiple
      objectives defined by subsurface control and 3-D seismic. The prospect is
      centrally-located among three salt domes near a transition zone between Miocene
      and Oligocene producing trends. Attic reserves of 14.5 Bcfe are expected in
      two
      sands with upside of another 19.1 Bcfe in three additional sands. Drilling
      of
      the first well, in which we have a 25% working interest, is expected to commence
      in the first six months of 2006.




*Barnett
      Shale Prospect*





The
      Barnett Shale trend, located in Fort Worth, Texas was pioneered by Mitchell
      Energy starting in 1981. Commercialization of the project was slow to occur
      until the application of large water fracturing stimulations at the Newark
      East
      Field in 1997. A second technology breakthrough occurred with the application
      of
      horizontal wells and selective stimulations. The Barnett Shale trend now
      supports daily production in excess of 1.4 bcf per day of natural gas with
      the
      USGS (United States Geological Survey) estimating a resource potential of
      greater than 25 tcf (trillion cubic feet) of natural gas. The Barnett Shale
      trend is the largest gas field in Texas with the productive limits being
      expanded as the eighty plus active drilling rigs deliver new insights and
      understanding to the area operators. We have entered into the Barnett Shale
      trend through a joint venture with Rife Energy Operating, Inc. of Fort Worth,
      Texas. We currently own a 10% working interest in three wells, the Powell #1,
      the Powell #2, and the Inglish Sisters #3. Two of the three wells have been
      drilled. Drilling and completion of the three wells is expected to finish by
      early second quarter 2006 with production commencing thereafter.








Note
      3


Acquisition





On
      May
      16, 2005, pursuant
      to a Stock
      Exchange Agreement dated May 11, 2005, we issued 9,600,000 restricted shares
      of
      our common stock in exchange for all 1,600,000 issued and outstanding shares
      of
      common stock of Ignis Petroleum Corporation. As a result of this transaction
      Ignis Petroleum Corporation became a wholly owned subsidiary. The completed
      stock exchange was accounted for as a reverse acquisition in accordance with
      Statement of Financial Accounting Standards No. 141 (“SFAS 141”), “Business
      Combinations” in which we were acquired by Ignis Petroleum Corporation. Also on
      May 16, 2005, pursuant to a Stock Purchase Agreement dated May 11, 2005, D.B.
      Management Ltd., a corporation owned and controlled by Doug Berry, who was
      our
      president and sole director at that time, sold 1,940,000 shares of our common
      stock to six individuals, including Philipp Buschmann, the sole officer and
      director of Ignis Petroleum Corporation for $.10 per share for a total purchase
      price of $194,000.





8
 *Index*




Note
      4


Property
      and equipment





Property
      and equipment consisted of the following at December 31, 2005:





Oil
                and gas properties:Proved
            
            $
            1,801,819Unproved
            
            
            2,768,9324,570,751Less
                depletion allowance
            
            
            28,900$
            4,541,851




Note
      5


Income
      Taxes





Potential
      benefits of income tax losses are not recognized in the accounts until
      realization is more likely than not. We have incurred net operating losses
      of
      approximately $1,083,000 for the six months ended December 31, 2005. Pursuant
      to
      SFAS No. 109 we are required to compute tax asset benefits for net operating
      losses carried forward. Potential benefit of net operating losses have not
      been
      recognized in these financial statements because we cannot be assured it is
      more
      likely than not we will utilize the net operating losses carried forward in
      future years.





The
      components of the net deferred tax asset at December 31, 2005, and the statutory
      tax rate, the effective tax rate and the elected amount of the valuation
      allowance are indicated below:




Net
                Operating Tax Loss
            
            $
            1,374,000Statutory
                Tax Rate
            
            
            34%Deferred
                tax asset
            
            $
            467,000Valuation
                allowance
            
            $
            (467,000)Net
                Deferred Tax Asset
            
            $
            -




Note
      6


Stockholders’
      Equity





October
      21, 2005, we entered into a Placement Agency Agreement with Stonegate
      Securities, Inc.. On November 29, 2005, pursuant to this agreement, we issued
      50,000 shares of our common stock to affiliates of Stonegate in exchange for
      Stonegate’s service as our placement agent. These shares were valued at $56,000
      which was the then market value of the shares, and a corresponding expense
      was
      recorded in our statement of operations for the six months ended December 31,
      2005.. The shares were issued without registration under the Securities Act
      of
      1933, as amended, in reliance on the exemption provided by Rule 506 and/or
      Section 4(2) of the Securities Act as a transaction by an issuer not involving
      a
      public offering. No underwriters were used.





On
      October 18, 2005, we entered into a Subscription Agreement with Petrofinanz
      GmbH
      pursuant to which Petrofinanz agreed to purchase 133,333 units, at a price
      of
      $1.50 per unit, with each unit consisting of one share of our common stock
      and
      one 2-year warrant to purchase one share of our common stock at an exercise
      price of $2.00 per share. The units were sold in a private sale without
      registration under the Securities Act of 1933, as amended, in reliance on the
      exception provided by Regulation S as an offer and sale that occurred outside
      the United States and/or Rule 506 and/or Section 4(2) of the Securities Act
      as a
      transaction by an issuer not involving a public offering.





9
 *Index*





On
      October 28, 2005, we entered into a Subscription Agreement with Petrofinanz
      GmbH
      pursuant to which Petrofinanz agreed to purchase 80,000 units, at a price of
      $1.25 per unit, with each unit consisting of one share of our common stock
      and
      one 2-year warrant to purchase one share of our common stock at an exercise
      price of $2.00 per share. The units were sold in a private sale without
      registration under the Securities Act of 1933, as amended, in reliance on the
      exception provided by Regulation S as an offer and sale that occurred outside
      the United States and/or Rule 506 and/or Section 4(2) of the Securities Act
      as a
      transaction by an issuer not involving a public offering.








Note
      7


Related
      Party Transactions





At
      December 31, 2005, our chief operating officer, Mr. Philipp Buschmann, was
      due
      $10,000 in the form of unpaid salary and expense account reimbursement. This
      amount is unsecured, non-interest bearing and was paid in January
      2006.





At
      December 31, 2005, our chief executive officer, Mr. Michael Piazza, was due
      $14,312 in the form of unpaid salary and expense account reimbursement. This
      amount is unsecured, non-interest bearing and was paid in January
      2006.








Note
      8


Subsequent
      Events




To
      obtain
      funding for our ongoing operations, we entered into a securities purchase
      agreement with Cornell Capital Partners, LP, an accredited investor, on January
      5, 2006, and amended on February 8, 2006, for the sale of $5,000,000 in secured
      convertible debentures and 5,774,592 warrants. The investor is obligated to
      provide us with an aggregate of $5,000,000 as follows:




● 
      $2,500,000 was disbursed on January 5, 2006;




● 
      $1,500,000 was disbursed on February 9, 2006; and




● 
      $1,000,000 will be disbursed within five days after the effectiveness of our
      registration statement related to this transaction filed on February 10,
      2006.




We
      have
      received a total of $4,000,000 pursuant to the securities purchase agreement.




The
      secured convertible debentures bear interest at 7%, mature three years from
      the
      date of issuance, and are convertible into our common stock, at the selling
      stockholder’s option, at the lower of (i) $0.93 or (ii) 94% of the lowest volume
      weighted average prices of our common stock, as quoted by Bloomberg, LP, during
      the 30 trading days immediately preceding the date of conversion. Accordingly,
      there is no limit on the number of shares into which the secured convertible
      debentures may be converted.




In
      connection with the securities purchase agreement, we agreed to issue Cornell
      warrants to purchase 3,086,420 shares of our common stock exercisable for a
      period of five years at an exercise price of $0.81 and warrants to purchase
      2,688,172 shares of our common stock, exercisable for a period of five years
      at
      an exercise price of $0.93. All of the warrants were issued upon closing. We
      have the option to force the holder to exercise the warrants, as long as the
      shares underlying the warrants are registered pursuant to an effective
      registration statement, if our closing bid price trades above certain levels.
      In
      the event that the closing bid price of our common stock is greater than or
      equal to $1.10 for a period of 15 consecutive trading days prior to the forced
      conversion, we can force the warrant holder to exercise the warrants exercisable
      at a price of $0.81. In the event that the closing bid price of our common
      stock
      is greater than or equal to $1.23 for a period of 15 consecutive trading days
      prior to the forced conversion, we can force the warrant holder to exercise
      the
      warrants exercisable at a price of $0.93.





10
 *Index*




The
      investor has contractually
      agreed to restrict its ability to convert the secured convertible debentures
      or
      exercise the warrants and receive shares of our common stock such that the
      number of shares of common stock held by it and its affiliates after such
      conversion does not exceed 4.99% of the then issued and outstanding shares
      of
      common stock. **** If
      the
      conversion price is less than $0.93, the investor may not convert more than
      $425,000 of secured convertible debentures in any month, unless we waive such
      restriction. In the event that the conversion price is equal to or greater
      than
      $0.93, there is no restriction on the amount that the investor can convert
      in
      any month.




We
      have
      the right, at our option, with three business days advance written notice,
      to
      redeem a portion or all amounts outstanding under the secured convertible
      debentures prior to the maturity date provided that the closing bid price of
      our
      common stock, is less than $0.93 at the time of the redemption. In the event
      of
      a redemption, we are obligated to pay an amount equal to the principal amount
      being redeemed plus a 15% redemption premium, and accrued interest.




In
      connection with the securities purchase agreement, we also entered into a
      registration rights agreement providing for the filing, within 40 days of
      closing, of a registration statement with the Securities and Exchange Commission
      registering the common stock issuable upon conversion of the secured convertible
      debentures and warrants. We are obligated to use our best efforts to cause
      the
      registration statement to be declared effective no later than 130 days after
      filing and to insure that the registration statement remains in effect until
      the
      earlier of (i) all of the shares of common stock issuable upon conversion of
      the
      secured convertible debentures have been sold or (ii) January 5, 2008. In the
      event of a default of our obligations under the registration rights agreement,
      including our agreement to file the registration statement no later than
      February 14, 2006, or if the registration statement is not declared effective
      by
      June 15, 2006, we are required pay to Cornell, as liquidated damages, for each
      month that the registration statement has not been filed or declared effective,
      as the case may be, either a cash amount or shares of our common stock equal
      to
      2% of the liquidated value of the secured convertible debentures.




In
      connection with the securities purchase agreement, we executed a security
      agreement in favor of the investor granting it a first priority security
      interest in all of our goods, inventory, contractual rights and general
      intangibles, receivables, documents, instruments, chattel paper, and
      intellectual property. The security agreement states that if an event of default
      occurs under the secured convertible debentures or security agreements, the
      investor has the right to take possession of the collateral, to operate our
      business using the collateral, and has the right to assign, sell, lease or
      otherwise dispose of and deliver all or any part of the collateral, at public
      or
      private sale or otherwise to satisfy our obligations under these
      agreements.




We
      also
      agreed, upon obtaining an increase in the number of shares of our authorized
      common stock, to pledge 18,750,000 shares of common stock to secure the
      obligations incurred pursuant to the securities purchase agreement. Phillip
      Buschmann, our Chief Operating Officer and Secretary, and Michael Piazza, our
      President, Chief Executive Officer and Treasurer, pledged 3,820,000 and 500,000
      shares, respectively, of their own shares of our common stock, which pledge
      will
      be terminated upon our obtaining the increased in the number of shares of our
      authorized common stock and pledging 18,750,000 shares of common
      stock.




11
 *Index*




ITEM
      2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION.





Forward-looking
      Statement and Information





We
      are
      including the following cautionary statement in this Form 10-QSB for any
      forward-looking statements made by, or on behalf of, us. Certain statements
      contained herein and other materials we file with the Securities and Exchange
      Commission are forward-looking statements within the meaning of Section 27A
      of
      the Securities Act of 1933, as amended and Section 21E of the Securities Act
      of
      1934, as amended and, accordingly, involve risks and uncertainties which could
      cause actual results or outcomes to differ materially from those expressed
      in
      the forward-looking statements. Forward-looking statements include statements
      concerning plans, objectives, goals, strategies, expectations, future events
      or
      performance and underlying assumptions and other statements which are other
      than
      statements of historical facts. Forward looking statements are accompanied
      by
      words such as “may”, “will”, “could”, “should”, “anticipate”, “believe”,
“budgeted”, “expect”, “intend”, “plan”, “project”, “potential”, “estimate”, or
“future” or variations thereof or similar statements. Our expectations, beliefs
      and projections are expressed in good faith and are believed by us to have
      a
      reasonable basis, including without limitation, management's examination of
      historical operating trends, data contained in our records and other data
      available from third parties, but we cannot assure you that management's
      expectations, beliefs or projections will result or be achieved or accomplished.





Introduction




For
      the
      period December 9, 2004 (inception) to June 30, 2005, our auditors, in Note
      2 of
      the Financial Statements, have noted that there is substantial doubt about
      our
      ability to continue as a going concern. Our existence is dependent upon
      management funding operations and raising sufficient capital. At this point
      in
      time it is impossible to state an amount of additional funding which we believe
      would remove the going concern opinion.





We
      do not
      have any historical business operations. We have neither a history of earnings
      nor have we paid dividends. We are unlikely to realize earnings or pay dividends
      in the immediate or foreseeable future.






SIX
      MONTHS ENDED DECEMBER 31, 2005




Revenues
      for the six months ended December 31, 2005 were $223,933. Revenue was a result
      of production of crude oil and natural gas at the Acom A-6 Prospect, located
      in
      Chambers County, Texas.




We
      incurred operating expenses in the amount of $1,333,242 for the six months
      ended
      December 31, 2005.




Depletion
      expense was $28,900 for the six months ended December 31, 2005. Depletion
      expense is related to the Acom A-6 prospect.




General
      and administrative expenses of $1,304,342 were mainly comprised of payroll
      expenditures of 338,562 (of which $207,000 was a non-cash issuance of our common
      stock), professional fees of $717,019 (of which $422,000 was a non-cash issuance
      of our common stock), advertising of $148,600, rent expense of $22,083, travel
      expenses of $36,293, and other office and related expenses of
      $41,785.




We
      incurred interest expense of $29,417.




12
 *Index*





THREE
      MONTHS ENDED DECEMBER 31, 2005





Revenues
      for the three months ended December 31, 2005 were $223,933. Revenue was a result
      of production of crude oil and natural gas at the Acom A-6 Prospect, located
      in
      Chambers County, Texas.




We
      incurred operating expenses in the amount of $471,384 for the three months
      ended
      December 31, 2005.




Depletion
      expense was $28,900 for the three months ended December 31, 2005. Depletion
      expense is related to the Acom A-6 prospect.




General
      and administrative expenses of $442,484 were mainly comprised of payroll
      expenditures of 58,000, professional fees of $234,561, (of which $56,000 was
      a
      non-cash issuance of our common stock) advertising of $84,300, rent expense
      of $14,156, travel expenses of $26,286, and other office and related expenses
      of
      $25,180.




We
      incurred interest expense of $1,800.








PLAN
      OF
      OPERATION





LIQUIDITY
      AND CAPITAL RESOURCES




As
      of
      December 31, 2005, we had a working capital deficit of $567,924, resulting
      primarily from our payable of approximately $677,000 relating to the Acom A-6
      Prospect. For the six months ended December 31, 2005, we generated a net cash
      flow deficit from operating activities of $966,189. Cash used in investing
      activities totaled $889,322, which was primarily utilized for the purchase
      of
      oil and gas properties. Cash provided by financing activities totaled
      $1,904,800; $1,800,000 from the sale of shares of our common stock.





We
      expect
      significant capital expenditures during the next 12 months, contingent upon
      raising capital. These anticipated expenditures are for seismic data
      acquisitions, land and drilling rights acquisitions, drilling programs, overhead
      and working capital purposes. We have sufficient funds to conduct our operations
      for a few months, but not for 12 months or more. There can be no assurance
      that
      financing will be available in amounts or on terms acceptable to us, if at
      all.





By
      adjusting our operations and development to the level of capitalization, we
      believe we have sufficient capital resources to meet projected cash flow
      deficits. However, if during that period or thereafter, we are not successful
      in
      generating sufficient liquidity from operations or in raising sufficient capital
      resources, on terms acceptable to us, this could have a material adverse effect
      on our business, results of operations liquidity and financial
      condition.





We
      presently do not have any available credit, bank financing or other external
      sources of liquidity. Due to our brief history and historical operating losses,
      our operations have not been a source of liquidity. We will need to obtain
      additional capital in order to expand operations and become profitable. In
      order
      to obtain capital, we may need to sell additional shares of our common stock
      or
      borrow funds from private lenders. We cannot assure you that we will be
      successful in obtaining additional funding.





We
      will
      still need additional investments in order to continue operations to breakeven
      for cash flow. Additional investments are being sought, but we cannot guarantee
      that we will be able to obtain such investments. Financing transactions may
      include the issuance of equity or debt securities, obtaining credit facilities,
      or other financing mechanisms. However, the trading price of our common stock
      and a downturn in the U.S. stock and debt markets could make it more difficult
      to obtain financing through the issuance of equity or debt securities. Even
      if
      we are able to raise the funds required, it is possible that we could incur
      unexpected costs and expenses, fail to collect significant amounts owed to
      us,
      or experience unexpected cash requirements that would force us to seek
      alternative financing. Further, if we issue additional equity or debt
      securities, stockholders may experience additional dilution or the new equity
      securities may have rights, preferences or privileges senior to those of
      existing holders of our common stock. If additional financing is not available
      or is not available on acceptable terms, we will have to curtail our
      operations.





13
 *Index*




To
      date,
      we have generated minimal revenues from our oil and gas properties and have
      incurred operating losses in every quarter. Our registered independent auditors
      have stated in their report dated October 11, 2005, that we are dependent on
      outside financing, lack sufficient working capital, and have incurred recurring
      losses from operations. These factors among others may raise substantial doubt
      about our ability to continue as a going concern.




To
      obtain
      funding for our ongoing operations, we entered into a securities purchase
      agreement with Cornell Capital Partners, LP, an accredited investor, on January
      5, 2006 and amended on February 8, 2006, for the sale of $5,000,000 in secured
      convertible debentures and 5,774,592 warrants. The investors are obligated
      to
      provide us with an aggregate of $5,000,000 as follows:




● 
      $2,500,000 was disbursed on January 5, 2006;




● 
      $1,500,000 was disbursed on February 9, 2005; and




● 
      $1,000,000 will be disbursed within five days after the effectiveness of our
      registration statement related to this transaction file on February 10,
      2006.




Accordingly,
      we have received a total of $4,000,000 pursuant to the securities purchase
      agreement.




The
      secured convertible debentures bear interest at 7%, mature three years from
      the
      date of issuance, and are convertible into our common stock, at the selling
      stockholder’s option, at the lower of (i) $0.93 or (ii) 94% of the lowest volume
      weighted average prices of our common stock, as quoted by Bloomberg, LP, during
      the 30 trading days immediately preceding the date of conversion. Accordingly,
      there is no limit on the number of shares into which the secured convertible
      debentures may be converted.




In
      connection with the securities purchase agreement, we agreed to issue Cornell
      warrants to purchase 3,086,420 shares of our common stock exercisable for a
      period of five years at an exercise price of $0.81 and warrants to purchase
      2,688,172 shares of our common stock, exercisable for a period of five years
      at
      an exercise price of $0.93. All of the warrants were issued upon closing. We
      have the option to force the holder to exercise the warrants, as long as the
      shares underlying the warrants are registered pursuant to an effective
      registration statement, if our closing bid price trades above certain levels.
      If
      the closing bid price of our common stock is greater than or equal to $1.10
      for
      a period of 15 consecutive trading days prior to the forced conversion, we
      can
      force the warrant holder to exercise the warrants exercisable at a price of
      $0.81. If the closing bid price of our common stock is greater than or equal
      to
      $1.23 for a period of 15 consecutive trading days prior to the forced
      conversion, we can force the warrant holder to exercise the warrants exercisable
      at a price of $0.93.




The
      investor has contractually
      agreed to restrict its ability to convert the secured convertible debentures
      or
      exercise the warrants and receive shares of our common stock such that the
      number of shares of common stock held by it and its affiliates after such
      conversion does not exceed 4.99% of the then issued and outstanding shares
      of
      common stock. **** If
      the
      conversion price is less than $0.93, the invetor may not convert more than
      $425,000 of secured convertible debentures in any month, unless we waive such
      restriction. In the event that the conversion price is equal to or greater
      than
      $0.93, there is no restriction on the amount that the investor can convert
      in
      any month.




We
      have
      the right, at our option, with three business days advance written notice,
      to
      redeem a portion or all amounts outstanding under the secured convertible
      debentures prior to the maturity date if the closing bid price of our common
      stock, is less than $0.93 at the time of the redemption. In the event of a
      redemption, we are obligated to pay an amount equal to the principal amount
      being redeemed plus a 15% redemption premium, and accrued interest.





14
 *Index*




In
      connection with the securities purchase agreement, we also entered into a
      registration rights agreement providing for the filing, within 40 days of
      closing, of a registration statement with the Securities and Exchange Commission
      registering the common stock issuable upon conversion of the secured convertible
      debentures and warrants. We are obligated to use our best efforts to cause
      the
      registration statement to be declared effective no later than 130 days after
      filing and to insure that the registration statement remains in effect until
      the
      earlier of (i) all of the shares of common stock issuable upon conversion of
      the
      secured convertible debentures have been sold or (ii) January 5, 2008. In the
      event of a default of our obligations under the registration rights agreement,
      including our agreement to file the registration statement no later than
      February 14, 2006, or if the registration statement is not declared effective
      by
      June 15, 2006, we are required pay to Cornell, as liquidated damages, for each
      month that the registration statement has not been filed or declared effective,
      as the case may be, either a cash amount or shares of our common stock equal
      to
      2% of the liquidated value of the secured convertible debentures.




In
      connection with the securities purchase agreement, we executed a security
      agreement in favor of the investor granting them a first priority security
      interest in all of our goods, inventory, contractual rights and general
      intangibles, receivables, documents, instruments, chattel paper, and
      intellectual property. The security agreement states that if an event of default
      occurs under the secured convertible debentures or security agreements, the
      investor has the right to take possession of the collateral, to operate our
      business using the collateral, and have the right to assign, sell, lease or
      otherwise dispose of and deliver all or any part of the collateral, at public
      or
      private sale or otherwise to satisfy our obligations under these
      agreements.




We
      also
      agreed, upon obtaining an increased in the number of shares of our authorized
      common stock, to pledge 18,750,000 shares of common stock to secure the
      obligations incurred pursuant to the securities purchase agreement. Phillip
      Buschmann, our Chief Operating Officer and Secretary, and Michael Piazza, our
      President, Treasurer and Chief Executive Officer, pledged 3,820,000 and 500,000
      shares, respectively, of their own shares of our common stock, which pledge
      will
      be terminated upon our obtaining the increased in the number of shares of our
      authorized common stock and pledging 18,750,000 shares of common
      stock.





CRITICAL
      ACCOUNTING POLICIES





Our
      accounting policies are described in Note 2 of the Notes to the Financial
      Statements for the year ended June 30, 2005, which were included in our Form
      10-KSB as filed with the Securities and Exchange Commission. As discussed in
      Note 2, the preparation of financial statements in conformity with accounting
      principles generally accepted in the United States requires management to make
      estimates and assumptions about future events that affect the amounts reported
      in the financial statements and accompanying notes. Future events and their
      effects cannot be determined with absolute certainty. Therefore, the
      determination of estimates requires the exercise of judgment. Actual results
      inevitably will differ from those estimates, and such difference may be material
      to our financial statements. We believe that the following discussion addresses
      our Critical Accounting Policies.





Property
      and equipment - We use the “successful efforts” method to account for our oil
      and gas activities. Under this method, costs are accumulated on a field-by-field
      basis with certain exploratory expenditures and exploratory dry holes being
      expensed as incurred. Costs of productive wells and development dry holes are
      capitalized and amortized on the unit-of-production method for each field.
      Other
      exploration costs, including geological and geophysical costs are charged to
      expense when incurred.





Acquisition
      costs of proved properties are amortized using a unit-of-production method,
      computed on the basis of total proved oil and gas reserves. Significant unproved
      properties are assessed for impairment individually and valuation allowances
      against the capitalized costs are recorded based on the estimated economic
      chance of success and the length of time that we expect to hold the properties.
      The valuation allowances are reviewed at least annually.





15
 *Index*





Production
      costs are expensed as incurred.





Proved
      oil and gas properties held and used by us are reviewed for impairment whenever
      events or changes in circumstances indicate that the carrying amounts may not
      be
      recoverable.





Environmental
      Costs.- Liabilities for environmental costs are recorded when it is probable
      that obligations have been incurred and the amounts can be reasonably estimated.
      These liabilities are not reduced by possible recoveries from third parties,
      and
      projected cash expenditures are not discounted.





Accounting
      for Contingencies - We accrue for contingencies in accordance with Statement
      of
      Accounting Standards ("SFAS") No. 5, "Accounting for Contingencies," when it
      is
      probable that a liability or loss has been incurred and the amount can be
      reasonably estimated. Contingencies by their nature relate to uncertainties
      that
      require our exercise of judgment both in assessing whether or not a liability
      or
      loss has been incurred and estimating the amount of probable loss.





We
      account for income taxes in accordance with SFAS No.109. Since we are in the
      development stage our deferred tax assets are not expected to be utilized in
      the
      future. We have provided a full valuation allowance against the
      assets.




ITEM
        3.
        CONTROLS AND PROCEDURES .
 
 a)
              Evaluation
                  of Disclosure Controls and Procedures. As of December 31, 2005,
                  the
                  Company’s management carried out an evaluation, under the supervision of
                  the Company’s Chief Executive Officer and Chief Financial Officer of the
                  effectiveness of the design and operation of the Company’s system of
                  disclosure controls and procedures pursuant to the Securities and
                  Exchange
                  Act, Rule 13a-15(e) and 15d-15(e) under the Exchange Act).  Based
                  upon that evaluation, the Chief Executive Officer and Chief Financial
                  Officer concluded that the Company’s disclosure controls and procedures
                  were effective, as of the date of their evaluation, for the purposes
                  of
                  recording, processing, summarizing and timely reporting material
                  information required to be disclosed in reports filed by the Company
                  under
                  the Securities Exchange Act of 1934.
 
 b)
              Changes
                  in internal controls. There were no changes in internal controls
                  over
                  financial reporting, known to the Chief Executive Officer or Chief
                  Financial Officer that occurred during the period covered by this
                  report
                  that has materially affected, or is likely to materially effect,
                  the
                  Company’s internal control over financial reporting.


16
 *Index*





PART
      II - OTHER INFORMATION





ITEM
      2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF
      PROCEEDS


In
      addition to unregistered sales of our equity securities previously disclosed
      on
      Current Reports on Form 8-K, on October 21, 2005, we entered into a Placement
      Agency Agreement with Stonegate Securities, Inc. pursuant to which we issued
      50,000 shares of our common stock to affiliates of Stonegate in exchange for
      Stonegate’s service as our placement agent. The shares were issued without
      registration under the Securities Act of 1933, as amended, in reliance on the
      exemption provided by Rule 506 and/or Section 4(2) of the Securities Act as
      a
      transaction by an issuer not involving a public offering. No underwriters were
      used.






ITEM
      6.
      EXHIBITS.





The
      following are exhibits to this report:





Exhibit
                No.
            
            
            Description**4.1
            
            Amended
                and Restated Securities Purchase Agreement, dated February 9, 2006,
                by and
                between Ignis Petroleum Group, Inc. and Cornell Capital Partners,
                LP.4.2
            
            Secured
                Convertible Debenture issued to Cornell Capital Partners, LP by Ignis
                Petroleum Group, Inc., dated January 5, 2006,filed
                as an exhibit to the current report on Form 8-K filed with the Securities
                and Exchange Commission on January 10, 2006 and incorporated herein
                by
                reference.4.3
            
            Warrant
                to purchase 3,086,420 shares of Common Stock, dated January 5, 2006,
                issued to Cornell Capital Partners, LP,filed
                as an exhibit to the current report on Form 8-K filed with the Securities
                and Exchange Commission on January 10, 2006 and incorporated herein
                by
                reference.4.4
            
            Warrant
                to purchase 2,688,172 shares of Common Stock, dated January 5, 2006,
                issued to Cornell Capital Partners, LP,filed
                as an exhibit to the current report on Form 8-K filed with the Securities
                and Exchange Commission on January 10, 2006 and incorporated herein
                by
                reference.**4.5
            
            Amended
                and Restated Registration Rights Agreement, dated February 9, 2006,
                by and
                between Ignis Petroleum Group, Inc. and Cornell Capital Partners,
                LP.**4.6
            
            Amended
                and Restated Security Agreement, dated February 9, 2006, by and between
                Ignis Petroleum Group, Inc. and Cornell Capital Partners, LP.4.7
            
            Insider
                Pledge and Escrow Agreement, dated January 5, 2006, by and among
                Ignis
                Petroleum Group, Inc., Cornell Capital Partners, LP, Phillip Buschmann,
                Michael Piazza and David Gonzalez, Esq. as escrow agent,filed
                as an exhibit to the current report on Form 8-K filed with the Securities
                and Exchange Commission on January 10, 2006 and incorporated herein
                by
                reference.4.8
            
            Pledge
                and Escrow Agreement, dated January 5, 2006, by and among Ignis Petroleum
                Group, Inc., Cornell Capital Partners, LP and David Gonzalez, Esq.
                as
                escrow agent,filed
                as an exhibit to the current report on Form 8-K filed with the Securities
                and Exchange Commission on January 10, 2006 and incorporated herein
                by
                reference.4.9
            
            Escrow
                Agreement, dated January 5, 2006, by and among Ignis Petroleum Group,
                Inc., Cornell Capital Partners L.P. and David Gonzalez, Esq. as escrow
                agent,filed
                as an exhibit to the current report on Form 8-K filed with the Securities
                and Exchange Commission on January 10, 2006 and incorporated herein
                by
                reference.**4.10
            
            Secured
                Convertible Debenture issued to Cornell Capital Partners, LP by Ignis
                Petroleum Group, Inc., dated February 9,
                2006.





17
 *Index*




10.1
            
            Placement
                Agency Agreement, dated as of October 21, 2005, by and between Ignis
                Petroleum Group, Inc. and Stonegate Securities, Inc., filed as an
                exhibit
                to the current report on Form 8-K filed with the Securities and Exchange
                Commission on January 10, 2006 and incorporated herein by
                reference.10.2
            
            Amendment
                to Placement Agency Agreement, dated December 29, 2005, by and between
                Ignis Petroleum Group, Inc. and Stonegate Securities, Inc., filed
                as an
                exhibit to the current report on Form 8-K filed with the Securities
                and
                Exchange Commission on January 10, 2006 and incorporated herein by
                reference.


*31.1
            
            Rule
                13a-14(a) Certification of Chief Executive Officer*31.2
            
            Rule
                13a-14(a) Certification of Chief Financial Officer*32.1
            
            Section
                1350 Certification of Chief Executive Officer*32.2
            
            Section
                1350 Certification of Chief Financial
                Officer


______________


*Filed
      herewith


**
      filed
      as an Exhibit to our Form SB-2 filed February 10, 2006 and incorporated herein
      by reference.










SIGNATURES





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.








Ignis
                Petroleum Group, Inc. (Registrant)Date:
                February 14, 2006
            
            By:
            /s/
                Michael PiazzaMichael
                Piazza,President,
                Chief Executive Officer and
                Treasurer






18