##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  FORM 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2007ORo

TRANSITION REPORT PURSUANT TO SECTIONS 13 OR 15(d)  OF
    THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File
    No. 001-32494
 BOIS dARC ENERGY,
    INC.
 (Exact name of registrant as
    specified in its charter)
  NEVADA

20-1268553(State or other jurisdiction
    of

(I.R.S.  Employerincorporation or
    organization)

Identification
    Number)   600 Travis Street,
    Suite 5200, Houston, TX 77002
 (Address of principal executive
    offices including zip code)
  (713) 228-0438 (Registrants
    telephone number and area code)
  Securities registered pursuant to
    Section 12(b) of the Act:
  Common Stock, $.01 Par Value

New York Stock Exchange(Title of class)

(Name of exchange on which
    registered)   Securities registered pursuant to
    Section 12(g) of the Act: None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K. þ
  Rule 12b-2
  Large accelerated filer
    o

Accelerated filer
    þ

Non-accelerated
    filer o(Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2).  Yes o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Portions of the Proxy Statement
    for the 2008 Annual Meeting of Stockholders to be held
    May 22, 2008 are incorporated by reference into
    Part III of this report.




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##### 





BOIS dARC ENERGY, INC.
  ANNUAL REPORT ON
    FORM 10-K
  For the Fiscal Year Ended December 31, 2007
  CONTENTS
   
 Item



PagePART ICautionary Note Regarding Forwarding Looking
    Statements


2Definitions


31. and 2.

Business and Properties


61A.

Risk Factors


211B.

Unresolved Staff Comments


323.

Legal Proceedings


324.

Submission of Matters to a Vote of Security
    Holders


32PART II5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


336.

Selected Financial Data


357.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


367A.

Quantitative and Qualitative Disclosures About
    Market Risk


478.

Financial Statements and Supplementary Data


479.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


489A.

Controls and Procedures


489B.

Other Information


50PART III10.

Directors and Executive Officers of the
    Registrant


5011.

Executive Compensation


5012.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


5013.

Certain Relationships, Related Transactions, and
    Director Independence


5014.

Principal Accountant Fees and Services


50PART IV15.

Exhibits and Financial Statement Schedules


51Fourth Amendment to Credit AgreementConsulting AgreementList of SubsidiariesConsent of Ernst & Young LLPConsent of Lee Keeling and Associates, Inc.CEO Certification under Section 302CFO Certification under Section 302CEO Certification under Section 906CFO Certification under Section 906   1




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##### Table of Contents



CAUTIONARY
    NOTE REGARDING FORWARD-LOOKING STATEMENTS    
    amount and timing of future production of oil and natural gas;
    the availability of exploration and development opportunities;
    amount, nature and timing of capital expenditures;
    the number of anticipated wells to be drilled after the date
    hereof;
    our financial or operating results;
    our cash flow and anticipated liquidity;
    operating costs including lease operating expenses,
    administrative costs and other expenses;
    finding and development costs;
    our business strategy; and
    other plans and objectives for future operations.    
    the risks described in the Risk Factors and
    elsewhere in this report;
    the volatility of prices and supply of, and demand for, oil and
    natural gas;
    the timing and success of our drilling activities;
    the numerous uncertainties inherent in estimating quantities of
    oil and natural gas reserves and actual future production rates
    and associated costs;
    our ability to successfully identify, execute or effectively
    integrate future acquisitions;
    the usual hazards associated with the oil and natural gas
    industry, including fires, well blowouts, pipe failure, spills,
    explosions and other unforeseen hazards;
    our ability to effectively market our oil and natural gas;
    the availability of rigs, equipment, supplies and personnel;
    our ability to discover or acquire additional reserves;
    our ability to satisfy future capital requirements;
    changes in regulatory requirements;
    general economic and competitive conditions;
    our ability to retain key members of our senior management and
    key employees; and
    hostilities in the Middle East and other sustained military
    campaigns and acts of terrorism or sabotage. 2




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DEFINITIONS  The following are abbreviations and definitions of terms
    commonly used in the oil and gas industry and this report.
    Natural gas equivalents and crude oil equivalents are determined
    using the ratio of six Mcf to one barrel. All references to
    us, our, we or Bois
    dArc mean Bois dArc Energy, Inc., including as
    the successor to Bois dArc Energy, LLC and where
    applicable, its consolidated subsidiaries.
  Bbl
  Bcf
  Bcfe
  Completion
  Condensate
  Development well
  Dry hole
  Exploratory well
  GAAP
  Gross
  MBbls
  MBbls/d
  Mcf
  Mcfe
  MMBbls
  MMcf
  MMcf/d
  MMcfe
  Net
  Net production
  Oil
  Operator
  Proved developed reserves
  Proved developed non-producing
 3




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Proved developed producing
  Proved reserves
  Proved undeveloped reserves
  PV 10 Value
  Recompletion
  Reserve life
  Reserve replacement
  Royalty
  3-D
    seismic
 4




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Working interest
  Workover
 5




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PART I ITEMS 1.
    and 2.  BUSINESS AND PROPERTIES  General
      Strengths
  Experienced Management and Technical Team.
  Substantial Drilling Inventory.
  Operational Capabilities.
  Technical Approach. 3-D
  Strong Balance Sheet.
  Business
    Strategy
    Grow Through Exploration.
 6




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Focus on the Gulf of Mexico Shelf.
  Generate Prospects Internally. 3-D
  Pursue Leasehold Acquisitions.
  Operate Core Properties.
  
    exercise greater control over the cost, timing and scope of our
    activities;
    more effectively utilize our platforms, processing facilities,
    flowlines and pipelines; and
    maintain a lower cost structure.  Exploit Existing Reserves. 3-D
  Maintain Flexible Capital Expenditure
    Budget.
  Primary
    Operating Areas
   7




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##### Table of Contents



Net Oil


Net Gas








PV 10(MBbls)


(MMcf)


MMcfe


%


Value(1)


%(In thousands)Ship Shoal 111 and the Ship Shoal 113 Unit


13,495



97,629



178,598



45
%

$
1,000,578



46
%South Pelto 5 and South Timbalier 9, 11 and 16


833



28,216



33,215



8
%


174,915



8
%South Pelto 22


1,125



19,782



26,532



7
%


165,702



8
%Ship Shoal 66, 67, 68, 69 and South Pelto 1


3,217



6,685



25,985



7
%


165,840



8
%Ship Shoal 97, 98, 99, 106, 107, 109 and 110


389



23,447



25,779



6
%


112,296



5
%South Timbalier 75


683



12,366



16,465



4
%


92,537



4
%South Timbalier 95, 96, 100, 101, 110 and 111


303



14,399



16,214



4
%


62,290



3
%South Timbalier 34 and 50 and South Pelto 15


1,314



6,276



14,162



4
%


91,171



4
%Ship Shoal 134, 135 and 146


4



12,720



12,743



3
%


56,270



3
%Vermillion 87, 122 and 127


592



7,974



11,526



3
%


67,645



3
%Other


2,677



20,640



36,706



9
%


207,304



8
%Total


24,632



250,134



397,925



100
%


2,196,548



100
%Discounted Future Income Taxes


(415,259
)Standardized Measure of Discounted Future Net Cash Flows

$
1,781,289    (1)
    
    The PV 10 Value represents the
    discounted future net cash flows attributable to our proved oil
    and gas reserves before income tax, discounted at 10%. Although
    it is a non-GAAP measure, we believe that the presentation of
    the PV 10 Value is relevant and useful to our investors because
    it presents the discounted future net cash flows attributable to
    our proved reserves prior to taking into account corporate
    future income taxes and our current tax structure. We use this
    measure when assessing the potential return on investment
    related to our oil and gas properties. The standardized measure
    of discounted future net cash flows represents the present value
    of future net cash flows attributable to our proved oil and
    natural gas reserves after income tax, discounted at 10%.  Ship
    Shoal 111 and the Ship Shoal 113 Unit
    South
    Pelto 5 and South Timbalier 9, 11, 16
   8




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South
    Pelto 22
    Ship
    Shoal 66, 67, 68, 69 and South Pelto 1
    Ship
    Shoal 97, 98, 99, 107, 109 and 110
    South
    Timbalier 75
    South
    Timbalier 95, 96, 100, 101, 110 and 111
   9




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South
    Timbalier 34 and 50 and South Pelto 14 and 15
    Ship
    Shoal 134, 135 and 146
    Vermilion
    87, 122 and 127
    Oil and
    Natural Gas Reserves
    Oil


Gas


Total(MBbls)


(MMcf)


(MMcfe)


PV 10
    Value(1)(In thousands)Proved Developed Producing


8,459



79,595



130,347


$
778,214Proved Developed Non-producing


8,931



109,654



163,243



919,026Proved Undeveloped


7,242



60,885



104,335



499,308Total Proved


24,632



250,134



397,925



2,196,548Discounted Future Income Taxes


(415,259
)Standardized Measure of Discounted Future Net Cash
    Flows(1)

$
1,781,289    (1)
    
    The PV 10 Value represents the
    discounted future net cash flows attributable to our proved oil
    and gas reserves before income tax, discounted at 10%. Although
    it is a non-GAAP measure, we believe that the presentation of
    the PV 10 Value is relevant and useful to our investors because
    it presents the discounted future net cash flows attributable to
    our proved reserves prior to taking into account corporate
    future income taxes and our current tax structure. We use this
    measure when assessing the potential return on investment
    related to our oil and gas properties. The standardized measure
    of discounted future net cash flows represents the present value
    of future cash flows attributable to our proved oil and natural
    gas reserves after income tax, discounted at 10%. 10




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Drilling
    Activity Summary
    2005


2006


2007Gross


Net


Gross


Net


Gross


NetExploratory Wells:Oil


2



1.5















Gas


8



6.4



8



7.0



2



1.6Dry


1



0.6



3



2.5



5



3.011



8.5



11



9.5



7



4.6Development Wells:Oil


3



3.0











4



4.0Gas


6



5.2



2



1.7



1



1.0Dry


2



2.0











3



2.411



10.2



2



1.7



8



7.4Total Wells


22



18.7



13



11.2



15



12.0    11




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Producing
    Well Summary
    Oil


GasGross


Net


Gross


NetOffshore:Louisiana


15



13.7



9



6.4Federal


46



30.5



75



57.7Total


61



44.2



84



64.1     Acreage
    Developed


Undeveloped


TotalGross


Net


Gross


Net


Gross


NetOffshore:Louisiana


6,660



5,574



1,399



1,399



8,059



6,973Federal


231,271



170,920



150,202



149,152



381,473



320,072Total


237,931



176,494



151,601



150,551



389,532



327,045     Expires in 2008


24
%Expires in 2009


28
%Expires in 2010


11
%Expires in 2011


13
%Expires in 2012


7
%Expires in 2013


10
%Expires in 2017


7
%100
%    12




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Markets
    and Customers
      Regulation
  General.
  Regulation and transportation of natural
    gas.
 13




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ultra vires
    Federal leases.
       14




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Oil and Natural Gas Liquids Transportation
    Rates.
        Environmental regulations.
 15




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16




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and/or
    and/or
 17




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Regulation of oil and natural gas exploration and
    production.
  State Regulation.
  Competition
    Office
    and Operations Facilities
  (713) 228-0438.
 18




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Employees
    Directors,
    Executive Officers and Other Management
    Name

Position

AgeM. Jay Allison

Chairman of the Board of Directors


52Gary W. Blackie

Chief Executive Officer, President and Director


59Roland O. Burns

Senior Vice President, Chief Financial Officer, Secretary and
    Director


47Greg T. Martin

Chief Operating Officer


46John L. Duvieilh

Director


47D. Michael Harris

Director


61Wayne L. Laufer

Director


62David K. Lockett

Director


53Cecil E. Martin, Jr

Director


66David W. Sledge

Director


51   Executive
    Officers
    Jay Allison
  Gary Blackie
 19




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Roland Burns
  Greg Martin
  Outside
    Directors
  John Duvieilh
  Michael Harris
  Wayne Laufer
  David Lockett
  Cecil Martin
 20




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David Sledge Patterson-UTI
  Available
    Information
  (713) 228-0438. 1-800-SEC-0330. Form 10-K, Form 10-Q, Form 8-K
  ITEM 1A.
    RISK
    FACTORS    Risks
    Relating to the Oil and Natural Gas Industry and Our
    Business
  A
    substantial or extended decline in oil and natural gas prices
    may adversely affect our business, financial condition, cash
    flow, liquidity or results of operations and our ability to meet
    our capital expenditure obligations and financial commitments
    and to implement our business strategy.
    
    the domestic and foreign supply of oil and natural gas;
    the price and quantity of imports of crude oil and natural gas;
    political conditions and events in other oil-producing and
    natural gas-producing countries, including embargoes,
    hostilities in the Middle East and other sustained military
    campaigns, and acts of terrorism or sabotage;
    the actions of the Organization of Petroleum Exporting
    Countries, or OPEC;
    domestic government regulation, legislation and policies;
    the level of global oil and natural gas inventories; 21




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
    weather conditions;
    technological advances affecting energy consumption;
    the price and availability of alternative fuels; and
    overall economic conditions.    
    our revenues, profitability and cash flow from operations;
    the value of our proved oil and natural gas reserves;
    the economic viability of certain of our drilling prospects;
    our borrowing capacity; and
    our ability to obtain additional capital.    Prospects
    that we decide to drill may not yield oil or natural gas in
    commercially viable quantities or quantities sufficient to meet
    our targeted rate of return.
  and/or
  We are vulnerable to operational, regulatory and other
    risks associated with the Gulf of Mexico, including the effects
    of adverse weather conditions such as hurricanes, because we
    currently explore and produce exclusively in that area.
    
    adverse weather conditions, including hurricanes and tropical
    storms;
    delays or decreases in production, the availability of
    equipment, facilities or services;
    delays or decreases in the availability of capacity to
    transport, gather or process production; and
    changes in the regulatory environment. 22




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We need to replace our reserves at a faster rate than
    companies whose reserves have longer production periods. Our
    failure to replace our reserves would result in decreasing
    reserves and production over time.    We plan to conduct exploration, development and production
    operations on the deep shelf and in the deepwater of the Gulf of
    Mexico, which presents greater operating and financial risks
    than conventional shelf operations.  and/or
 23




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Our
    business involves many uncertainties and operating risks that
    can prevent us from realizing profits and can cause substantial
    losses.
      
    unusual or unexpected geological formations;
    fires;
    explosions;
    blow-outs and surface cratering;
    uncontrollable flows of natural gas, oil and formation water;
    natural disasters, such as hurricanes, tropical storms and other
    adverse weather conditions;
    pipe, cement, subsea well or pipeline failures;
    casing collapses;
    mechanical difficulties, such as lost or stuck oil field
    drilling and service tools;
    abnormally pressured formations; and
    environmental hazards, such as natural gas leaks, oil spills,
    pipeline ruptures and discharges of toxic gases.    
    injury or loss of life;
    severe damage to and destruction of property, natural resources
    and equipment;
    pollution and other environmental damage;
    clean-up
    responsibilities;
    regulatory investigation and penalties;
    suspension of our operations; and
    repairs to resume operations.  We
    operate in a highly competitive industry, and our failure to
    remain competitive with our competitors, many of which have
    greater resources than we do, could adversely affect our results
    of operations.
   24




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Our
    competitors may use superior technology that we may be unable to
    afford or which would require costly investment by us in order
    to compete.
    We
    plan to pursue acquisitions as part of our growth strategy and
    there are risks in connection with acquisitions.
      
    recoverable reserves;
    exploration potential;
    future oil and natural gas prices;
    operating costs; and
    potential environmental and other liabilities.     25




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Our bank credit facility has substantial restrictions and
    financial covenants, which may reduce our operating
    flexibility.
    
    borrow additional money;
    merge, consolidate or dispose of assets;
    make certain types of investments;
    enter into transactions with our affiliates; and
    pay dividends and distributions.    Substantial exploration and development activities could
    require significant outside capital, which could dilute the
    value of our common stock and restrict our activities. Also, we
    may not be able to obtain needed capital or financing on
    satisfactory terms, which could lead to a limitation of our
    future business opportunities and a decline in our oil and
    natural gas reserves.
    If oil and natural gas prices decrease, we may be required
    to write-down the carrying values
    and/or the
    estimates of total reserves of our oil and natural gas
    properties, which would constitute a non-cash charge to earnings
    and adversely affect our results of operations.
   26




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Our
    reserve estimates depend on many assumptions that may turn out
    to be inaccurate. Any material inaccuracies in our reserve
    estimates or underlying assumptions will materially affect the
    quantities and present value of our reserves.
    non-producing
  One of
    our field areas comprise approximately 46% of the PV 10 Value of
    our total proved reserves. If our reserve estimates in this area
    turn out to be inaccurate, there may be a material adverse
    effect on our financial condition.
   27




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If we are unsuccessful at marketing our oil and natural
    gas at commercially acceptable prices, our profitability will
    decline.
    
    the availability and capacity of gathering systems and pipelines;
    federal and state regulation of production and transportation;
    changes in supply and demand; and
    general economic conditions.    Market conditions or operational impediments may hinder
    our access to oil and natural gas markets or delay our
    production.
    We depend on our key management personnel and the loss of
    this individual could have a material adverse effect on our
    operations.
    The unavailability or high cost of drilling rigs,
    equipment, supplies, personnel and oil field services could
    adversely affect our ability to execute our exploration and
    development plans on a timely basis and within our
    budget.
   28




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Our insurance coverage may not be sufficient or may not be
    available to cover some liabilities or losses that we may
    incur.
    We are subject to extensive governmental laws and
    regulations that may adversely affect the cost, manner or
    feasibility of doing business.
    
    lease permit restrictions;
    drilling bonds and other financial responsibility requirements,
    such as plug and abandonment bonds;
    spacing of wells;
    unitization and pooling of properties;
    safety precautions;
    regulatory requirements; and
    taxation.    
    personal injuries;
    property and natural resource damages;
    well reclamation costs; and
    governmental sanctions, such as fines and penalties.    Compliance with MMS regulations could significantly delay
    or curtail our operations or require us to make material
    expenditures, all of which could have a material adverse effect
    on our financial condition or results of operations.
   29




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Our operations may incur substantial liabilities to comply
    with environmental laws and regulations.
    
    require the acquisition of a permit before drilling commences;
    restrict the types, quantities and concentration of substances
    that can be released into the environment in connection with
    drilling and production activities;
    limit or prohibit drilling activities on certain lands lying
    within wilderness, wetlands and other protected areas; and
    impose substantial liabilities for pollution resulting from our
    operations.    
    the assessment of administrative, civil and criminal penalties;
    the incurrence of investigatory or remedial obligations; and
    the imposition of injunctive relief.    Provisions of our articles of incorporation, bylaws and
    Nevada law will make it more difficult to effect a change in
    control of us, which could adversely affect the price of our
    common stock.
    
    allowing for authorized but unissued shares of common and
    preferred stock;
    a classified board of directors;
    requiring special stockholder meetings to be called only by our
    chairman of the board, our chief executive officer, a majority
    of the board or the holders of at least 10% of our outstanding
    stock entitled to vote at a special meeting;
    requiring advance notice procedures with respect to stockholder
    proposals and director nominations;
    requiring removal of directors by a supermajority stockholder
    vote;
    prohibiting cumulative voting in the election of
    directors; and
    Nevada control share laws that may limit voting rights in shares
    representing a controlling interest in us. 30




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Risks
    Related to Our Relationship With Comstock
  As
    long as Comstock owns a substantial amount of our outstanding
    common stock, Comstock will have significant influence over
    matters to be submitted to our stockholders for approval. This
    ownership may adversely affect the value of our common stock and
    inhibit potential changes of control.
    
    the composition of our board of directors and, through it, any
    determination with respect to our business direction and
    policies, including the appointment and removal of officers;
    incentive compensation, which may affect our ability to retain
    key employees;
    mergers or other business combinations;
    our acquisition or disposition of assets;
    a takeover by a third party;
    our financing decisions and capital raising activities;
    payment of dividends on our common stock; and
    amendments to our articles of incorporation or bylaws.    Certain
    of our executive officers and directors face conflicts of
    interest relating to the positions they hold with other
    entities, which could be resolved in a manner adverse to us and
    harm our business.
    
    the allocation of new investments between us and Comstock;
    the allocation of time and resources between us and Comstock;
    financing decisions made by us and Comstock; and
    the terms of the services agreement with Comstock.   31




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case-by-case
  Comstock
    is not prohibited from competing with us, which could adversely
    affect our ability to succeed.
   ITEM 1B.  UNRESOLVED
    STAFF COMMENTS    ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   32




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PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES    High


Low2006 


First Quarter

$
19.94


$
13.75Second Quarter


18.89



13.78Third Quarter


17.13



14.41Fourth Quarter


16.76



14.102007 


First Quarter

$
15.65


$
12.49Second Quarter


17.94



13.01Third Quarter


20.06



15.35Fourth Quarter


23.64



17.90         Approximate maximumTotal number of

dollar value ofshares purchased as

shares that may yetpart of publicly

be purchased underTotal number of

Average price paid

announced plans or

the plans orPeriod

shares purchased

per
    share(1)

programs

programs(2)December 2007


100,000


$
19.42



100,000


$
98,058,000    (1)
    
    This amount represents the weighted
    average price paid per share and includes a per share commission
    for all repurchases.(2)
    
    On November 13, 2007, we
    announced that our Board of Directors had authorized our
    repurchase of up to an aggregate of $100.0 million of our
    common stock from time to time on the open market (the
    2007 Share Repurchase Program). The timing and
    amount of any shares repurchased is determined by our management
    based on its evaluation of market conditions and other factors.
    The 2007 Share Repurchase Program does not have a fixed
    term, and may be suspended or discontinued by us at any time.
    The 2007 Share Repurchase Program may be funded using our
    working capital, as well as proceeds from any credit facilities
    and other borrowing arrangements which we currently have or may
    enter into in the future. 33




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Number of securities

Weighted average

Number of securitiesto be issued upon

exercise price of

authorized for futureexercise of

outstanding

issuance under equityoutstanding options

options

compensation plansEquity compensation plans approved by stockholders


3,422,000


$
8.11



2,021,185
(1)    (1)
    
    Plus 11% of any additional
    issuances of common stock each year beginning on each subsequent
    January 1.   34




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ITEM 6.
    SELECTED
    FINANCIAL DATA    Statement
    of Operations Data:
  Combined Bois dArc EnergyPredecessors


Bois dArc EnergyPeriod fromPeriod from


InceptionJanuary 1,


(July 16,Year Ended


2004 to


2004) to


Year EndedDecember 31,


July 15,


December 31,


December 31,2003


2004


2004


2005


2006


2007(In thousands except per share data)Oil and gas sales

$
133,450


$
70,341


$
72,721


$
184,436


$
254,710


$
355,460Operating expenses:Oil and gas
    operating(1)


22,290



15,233



16,602



37,089



53,400



58,841Exploration


800



2,676



12,040



16,794



18,708



36,040Depreciation, depletion and amortization


44,285



22,831



21,761



42,854



77,591



115,285Impairment


500











590



1,632



344General and administrative, net


3,481



1,450



2,641



9,331



11,374



14,869Total operating expenses


71,356



42,190



53,044



106,658



162,705



225,379Income from operations


62,094



28,151



19,677



77,778



92,005



130,081Other income (expenses):Interest income


154



75



74



222



330



512Interest expense


(9,580
)


(4,453
)


(2,665
)


(3,775
)


(6,696
)


(9,033
)Formation costs










(1,838
)










Loss on disposal of assets














(89
)






Other income


















597



541Income before income taxes


52,668



23,773



15,248



74,136



86,236



122,101Provision for income taxes














(125,808
)(2)


(31,212
)


(43,431
)Net income before cumulative effect of change in accounting
    principle


52,668



23,773



15,248



(51,672
)


55,024



78,670Cumulative effect of change in accounting principle


(739
)


















Net income

$
51,929


$
23,773


$
15,248


$
(51,672
)

$
55,024


$
78,670Income (loss) per share (unit):Basic

$
0.30


$
(0.89
)

$
0.87


$
1.20Diluted

$
0.30


$
(0.89
)

$
0.84


$
1.17Weighted average common and common stock equivalent shares
    (units) outstanding:Basic


50,000



57,909



63,391



65,392Diluted


50,485



57,909



65,278



67,224Pro forma computation related to conversion to a corporation for
    income tax purposes:Income before income taxes

$
52,668


$
23,773


$
15,248


$
74,136Pro forma provision for income taxes


(18,434
)


(8,321
)


(5,807
)


(26,914
)Pro forma net income

$
34,234


$
15,452


$
9,441


$
47,222Pro forma income (loss) per share (unit):Basic

$
0.19


$
0.82Diluted

$
0.19


$
0.79Weighted average common and common stock equivalent shares
    (units) outstanding:Basic


50,000



57,909Diluted


50,485



59,655    (1)
    
    Includes lease operating costs and
    production and ad valorem taxes.(2)
    
    Includes a deferred tax charge of
    $108.2 million recognized upon our conversion to a taxable
    entity. 35




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##### Table of Contents



Balance Sheet Data:
  CombinedBois dArcEnergyPredecessorsAs of


Bois dArc EnergyDecember 31,


As of December 31,2003


2004


2005


2006


2007(In thousands)Cash and cash equivalents

$
22,019


$
2,416


$
12,043


$
9,487


$
18,841Property and equipment, net


413,412



511,477



661,931



827,795



887,270Total assets


461,693



530,583



712,902



885,501



956,636Bank debt


10,500







69,000



100,000



80,000Payable to Comstock
    Resources(1)


311,706



148,066











Stockholders equity


64,949



319,485



419,206



516,610



602,498    (1)
    
    Payable to Comstock Resources of
    our predecessors represents advances made to Comstock Offshore
    by Comstock to fund Comstock Offshores acquisition,
    development and exploration activities. Interest expense has
    been included in the combined financial statements on the
    advances made to Comstock Offshore based on Comstocks
    average interest costs under its bank credit facility. Payable
    to Comstock Resources of Bois dArc Energy, LLC represents
    advances made to us by Comstock in connection with our formation.  Comparability
    of Results
      ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS   36




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##### Table of Contents



Overview
  Our Business.
  3-D 3-D
       37




---



##### Table of Contents



Our Predecessors.
  Our Formation.
 38




---



##### Table of Contents



Results
    of Operations
    Year Ended December 31,2005


2006


2007(In thousands, except per unit amounts)Revenues:Oil and gas sales

$
184,436


$
254,710


$
355,460Expenses:Oil and gas
    operating(1)

$
37,089


$
53,400


$
58,841Exploration

$
16,794


$
18,708


$
36,040Depreciation, depletion and amortization

$
42,854


$
77,591


$
115,285Net Production Data:Oil (MBbls)


1,155



1,383



1,671Natural gas (MMcf)


14,896



23,183



32,186Natural gas equivalent (MMcfe)


21,825



31,481



42,211Average Sales Price:Oil ($/Bbl)

$
52.88


$
64.66


$
74.15Natural gas ($/Mcf)

$
8.28


$
7.13


$
7.19Average equivalent price ($/Mcfe)

$
8.45


$
8.09


$
8.42Expenses ($ per Mcfe):Oil and gas
    operating(1)

$
1.70


$
1.70


$
1.39Depreciation, depletion and
    amortization(2)

$
1.95


$
2.45


$
2.72    (1)
    
    Includes lease operating costs and
    production and ad valorem taxes.(2)
    
    Represents depreciation, depletion
    and amortization of oil and gas properties only.  Year
    Ended December 31, 2007 Compared to Year Ended
    December 31, 2006
  Oil and gas sales.
  Oil and gas operating expenses.
  Impairment.
  Exploration expense. 3-D
 39




---



##### Table of Contents



3-D
  Depreciation, depletion and amortization.
  General and administrative expenses.
  Interest expense.
  Income taxes.
  Net income.
  Year
    Ended December 31, 2006 Compared to Year Ended
    December 31, 2005
  Oil and gas sales.
  Oil and gas operating expenses.
 40




---



##### Table of Contents



Impairment.
  Exploration expense. 3-D 3-D
  Depreciation, depletion and amortization.
  General and administrative expenses.
  Interest expense.
  Income taxes.
  Net income.
  Liquidity
    and Capital Resources
   41




---



##### Table of Contents



2005


2006


2007(In thousands)Acquisitions of proved oil and gas properties

$



$
18,148


$
Acquisitions of unproved oil and gas leasehold


4,968



2,979



8,913Exploration
    drilling(1)


63,018



128,983



89,232Development drilling


77,601



23,360



46,480Offshore facilities


22,000



50,764



26,266Other development costs


19,975



20,376



35,972Other


2,209



1,611



83Total

$
189,771


$
246,221


$
206,946    (1)
    
    Excludes geological and geophysical
    expenses which are not capitalized and capitalized costs of
    asset retirement obligations.         42




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##### Table of Contents



2008


2009


2010


2011


2012


Thereafter


Total(In thousands)Bank credit facility

$



$
80,000


$



$



$



$



$
80,000Interest on debt obligations


4,864



1,746



















6,610Operating leases


397



418



436



453



136







1,840Contracted drilling services


10,664























10,664Acquisition of seismic data


8,250























8,250$
24,175


$
82,164


$
436


$
453


$
136


$



$
107,364      43




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##### Table of Contents



Form 10-K
      Critical
    Accounting Policies
      Successful efforts accounting.
  Oil and natural gas reserve quantities.
 44




---



##### Table of Contents



Impairment of oil and gas properties.
  Asset retirement obligations.
  Federal Taxation.
  Stock-Based Compensation.
   45




---



##### Table of Contents



New accounting standards.
      Related
    Party Transactions
   46




---



##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS  Oil and
    Natural Gas Prices
    Interest
    Rates
    ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA         47




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##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.  CONTROLS
    AND PROCEDURES
  Evaluation of disclosure controls and
    procedures. Rule 13a-15(b) Rule 13a-15(e)) Form 10-K.
  Changes in internal control over financial
    reporting. Rule 13a-15(f)
  Managements
    Report on Internal Control Over Financial Reporting
      Form 10-K,
 48




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
                 
  Dallas, Texas
 February 28, 2008
 49




---



##### Table of Contents



ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANT  Form 10-K,
  Code of Ethics.
  ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES   50




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##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES    Report of Independent Registered Public Accounting Firm


F-2Consolidated Balance Sheets as of December 31, 2006 and 2007


F-3Consolidated Statements of Operations for the Years Ended
    December 31, 2005, 2006 and 2007


F-4Consolidated Statements of Changes in Members and
    Stockholders Equity for the Years Ended December 31,
    2005, 2006 and 2007


F-5Consolidated Statements of Cash Flows Years Ended
    December 31, 2005, 2006 and 2007


F-6Notes to Consolidated Financial Statements


F-7       Exhibit No.

Description2.1

Contribution Agreement, dated as of July 16, 2004, by and
    among Bois dArc Energy, LLC, Bois dArc Properties,
    LP, Bois dArc Resources, Ltd., Wayne L. Laufer, Gary W.
    Blackie, Haro Investments LLC, Comstock Offshore, LLC, Comstock
    Resources, Inc. and such other persons listed on the signature
    pages thereto (incorporated by reference to Exhibit 10.2 to
    Comstock Resources, Inc.s Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2004 (File
    No. 0-16741)).3.1

Articles of Incorporation (incorporated by reference to
    Exhibit 3.1 to our Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2005).3.2

Bylaws (incorporated by reference to Exhibit 3.5 to our
    Registration Statement on
    Form S-1
    (File
    No. 333-119511)).3.3

Articles of Organization of Bois dArc Energy, LLC
    (incorporated by reference to Exhibit 3.1 to our
    Registration Statement on
    Form S-1
    (File
    No. 333-119511)).3.4

Amended and Restated Operating Agreement, dated as of
    August 23, 2004 to be effective July 16, 2004, of Bois
    dArc Energy, LLC (incorporated by reference to
    Exhibit 3.2 to our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).3.5

First Amendment, dated as of September 29, 2004, to the
    Amended and Restated Operating Agreement of Bois dArc
    Energy, LLC (incorporated by reference to Exhibit 3.3 to
    our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).3.6

Second Amendment, dated as of January 26, 2005, to the
    Amended and Restated Operating Agreement of Bois dArc
    Energy, LLC (incorporated by reference to Exhibit 3.6 to
    our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).3.7

Third Amendment, effective as of July 16, 2004, to the
    Amended and Restated Operating Agreement of Bois dArc
    Energy, LLC (incorporated by reference to Exhibit 3.7 to
    our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).3.8

Fourth Amendment, dated as of April 13, 2005, to the
    Amended and Restated Operating Agreement of Bois dArc
    Energy, LLC (incorporated by reference to Exhibit 3.8 to
    our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).3.9

Fifth Amendment, effective as of July 16, 2004, to the
    Amended and Restated Operating Agreement of Bois dArc
    Energy, LLC (incorporated by reference to Exhibit 3.9 to
    our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).4.1

Specimen Stock Certificate of Common Stock (incorporated by
    reference to Exhibit 4.3 to our Registration Statement on
    Form S-1
    (File
    No. 333-119511)). 51




---



##### Table of Contents



Exhibit No.

Description10.1#

Amended and Restated Long-Term Incentive Plan of Bois dArc
    Energy, Inc. (incorporated by reference to Exhibit 10.2 to
    our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).10.2#

Form of Option Agreement under the Bois dArc Energy, Inc.
    Long-Term Incentive Plan (incorporated by reference to
    Exhibit 99.1 to our Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2005).10.3#

Form of Restricted Stock Agreement under the Bois dArc
    Energy, Inc. Long-Term Incentive Plan (incorporated by reference
    to Exhibit 99.2 to our Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2005).10.4#

Employment Agreement, dated as of July 16, 2004, between
    Bois dArc Energy, LLC and Gary W. Blackie (incorporated by
    reference to Exhibit 10.3 to our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).10.5#

Employment Agreement, dated as of July 16, 2004, between
    Bois dArc Energy, LLC and Wayne L. Laufer (incorporated by
    reference to Exhibit 10.4 to our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).10.6

Credit Agreement dated May 11, 2005 between Bois dArc
    Energy, Inc., and the Bank of Nova Scotia as Administrative
    Agent and Issuing Bank, Calyon New York Branch, as Syndication
    Agent, AmSouth Bank as Documentation Agent and the other lenders
    (incorporated by reference to Exhibit 10.1 to our Quarterly
    Report on
    Form 10-Q
    for the quarter ended March 31, 2005).10.7

First Amendment to Credit Agreement dated as of May 8, 2006
    among Bois dArc Energy, Inc., the Banks and other
    Financial Institutions party thereto (incorporated by reference
    to Exhibit 10.1 to our Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2006).10.8

Second Amendment to Credit Agreement dated as of
    October 31, 2006 among Bois dArc Energy, Inc., the
    Banks and other Financial Institutions party thereto
    (incorporated by reference to Exhibit 10.1 to our Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2006).10.9

Third Amendment to Credit Agreement dated as of May 7, 2007
    among Bois dArc Energy, Inc., the Banks and other
    Financial Institutions party thereto (incorporated by reference
    to Exhibit 10.1 to our Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2007).10.10*

Fourth Amendment to Credit Agreement dated as of
    November 20, 2007 among Bois dArc Energy, Inc., the
    Banks and other Financial Institutions party thereto.10.11

Services Agreement dated as of July 16, 2004, between
    Comstock Resources, Inc. and Bois dArc Energy, LLC
    (incorporated by reference to Exhibit 10.3 to Comstock
    Resources, Inc.s Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2004 (File
    No. 0-16741)).10.12

Lease Agreement dated December 1, 2004 between Texas Tower
    Limited and Bois dArc Energy, LLC (incorporated by
    reference to Exhibit 10.8 to our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).10.13

Stock Purchase Agreement dated August 25, 2006, between
    Bois dArc Energy, Inc. and Comstock Resources, Inc.
    (incorporated by reference to Exhibit 2.1 to our
    Form 8-K
    dated August 25, 2006).10.14#

Change of Control Agreement dated June 1, 2007 between Bois
    dArc Energy, Inc. and M. Jay Allison (incorporated by
    Reference to Exhibit 99.1 to our
    Form 8-K
    dated June 4, 2007).10.15#

Change of Control Agreement dated June 1, 2007 between Bois
    dArc Energy, Inc. and Roland O. Burns (incorporated by
    Reference to Exhibit 99.2 to our
    Form 8-K
    dated June 4, 2007).10.16*#

Consulting Agreement dated November 30, 2007 between Bois
    dArc Energy, Inc. and Wayne L. Laufer.21*

List of Subsidiaries.23.1*

Consent of Ernst & Young LLP.23.2*

Consent of Lee Keeling and Associates, Inc.31.1*

Chief Executive Officer certification under Section 302 of
    the Sarbanes-Oxley Act of 2002.31.2*

Chief Financial Officer certification under Section 302 of
    the Sarbanes-Oxley Act of 2002.32.1+

Chief Executive Officer certification under Section 906 of
    the Sarbanes-Oxley Act of 2002.32.2+

Chief Financial Officer certification under Section 906 of
    the Sarbanes-Oxley Act of 2002.    *
    
    Filed herewith.+
    
    Furnished herewith.#
    
    Management contract or compensatory
    plan document. 52




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##### Table of Contents



SIGNATURES
    BOIS dARC ENERGY, INC.
  By:
    /s/  GARY
    W. BLACKIE      Date: February 28, 2008
    /s/  M.
    JAY ALLISONM.
    Jay Allison

Chairman of the Board of Directors

February 28, 2008/s/  GARY
    W. BLACKIEGary
    W. Blackie

Chief Executive Officer, President and Director (Principal
    Executive Officer)

February 28, 2008/s/  ROLAND
    O. BURNSRoland
    O. Burns

Senior Vice President, Chief Financial Officer, Secretary,
    Treasurer and Director (Principal Financial and Accounting
    Officer)

February 28, 2008/s/  JOHN
    L. DUVIEILHJohn
    L. Duvieilh

Director

February 28, 2008/s/  D.
    MICHAEL HARRISD.
    Michael Harris

Director

February 28, 2008/s/  WAYNE
    L. LAUFERWayne
    L. Laufer

Director

February 28, 2008/s/  DAVID
    K. LOCKETTDavid
    K. Lockett

Director

February 28, 2008/s/  CECIL
    E. MARTIN, JR.Cecil
    E. Martin, JR.

Director

February 28, 2008/s/  DAVID
    W. SLEDGEDavid
    W. Sledge

Director

February 28, 2008  53




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##### Table of Contents



BOIS
    dARC ENERGY, INC.
  FINANCIAL STATEMENTS
  INDEX
  Report of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets as of
    December 31, 2006 and 2007


F-3Consolidated Statements of Operations for the
    Years Ended December 31, 2005, 2006 and 2007


F-4Consolidated Statements of Changes in
    Members and Stockholders Equity for the Years Ended
    December 31, 2005, 2006 and 2007


F-5Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2005, 2006 and 2007


F-6Notes to Consolidated Financial Statements


F-7   F-1




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM               
    F-2




---



##### Table of Contents



BOIS
    dARC ENERGY, INC
  CONSOLIDATED
    BALANCE SHEETS
 As of December 31, 2006 and 2007
  December 31,2006


2007(In thousands)ASSETSCash and Cash Equivalents

$
9,487


$
18,841Accounts Receivable:Oil and gas sales


27,018



37,628Joint interest operations


11,494



4,382Prepaid Expenses


8,795



5,451Total current assets


56,794



66,302Oil and Gas Properties:Unevaluated properties


9,511



13,076Proved properties


331,019



328,270Wells and related equipment and facilities


832,718



1,003,655Accumulated depreciation, depletion and amortization


(348,643
)


(460,606
)Net oil and gas properties


824,605



884,395Other Property and Equipment, net of accumulated depreciation of
    $1,311 and $1,889 at December 31, 2006 and 2007,
    respectively


3,190



2,875Other Assets


912



3,064$
885,501


$
956,636LIABILITIES AND STOCKHOLDERS EQUITYShort-term Debt

$
3,250


$
2,588Accounts Payable


60,776



37,660Income Taxes Payable


3,867



5,170Accrued Expenses


975



1,959Total current liabilities


68,868



47,377Long-term Debt


100,000



80,000Deferred Income Taxes Payable


151,959



181,667Reserve for Future Abandonment Costs


48,064



45,094Total liabilities


368,891



354,138Commitments and ContingenciesStockholders Equity:Common stock  $0.01 par, 100,000,000 shares
    authorized, 66,443,000 and 66,389,500 shares issued and
    outstanding at December 31, 2006 and 2007, respectively


664



664Additional paid-in capital


497,346



504,564Retained earnings


18,600



97,270Total stockholders equity


516,610



602,498$
885,501


$
956,636   The accompanying notes are an
    integral part of these statements.
 F-3




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  CONSOLIDATED
    STATEMENT OF OPERATIONS
 For the Years Ended December 31, 2005, 2006 and
    2007
  2005


2006


2007(In thousands except per share amounts)Oil and gas sales

$
184,436


$
254,710


$
355,460Operating expenses:Oil and gas operating


37,089



53,400



58,841Exploration


16,794



18,708



36,040Depreciation, depletion and amortization


42,854



77,591



115,285Impairments


590



1,632



344General and administrative, net


9,331



11,374



14,869Total operating expenses


106,658



162,705



225,379Income from operations


77,778



92,005



130,081Other income (expenses):Interest income


222



330



512Other income






597



541Interest expense


(3,775
)


(6,696
)


(9,033
)Loss on sale of assets


(89
)






Total other income (expenses)


(3,642
)


(5,769
)


(7,980
)Income before income taxes


74,136



86,236



122,101Provision for income taxes


(125,808
)


(31,212
)


(43,431
)Net income (loss)

$
(51,672
)

$
55,024


$
78,670Income (loss) per share (unit):Basic

$
(0.89
)

$
0.87


$
1.20Diluted

$
(0.89
)

$
0.84


$
1.17Weighted average common and common stock equivalent shares
    (units) outstanding:Basic


57,909



63,391



65,392Diluted


57,909



65,278



67,224Pro forma computation related to conversion to a corporation for
    income tax purposes:Income before income taxes

$
74,136Pro forma provision for income taxes


(26,914
)Pro forma net income

$
47,222Pro forma earnings per share (unit):Basic

$
0.82Diluted

$
0.79Weighted average common and common stock equivalent shares
    (units) outstanding:Basic


57,909Diluted


59,655   The accompanying notes are an
    integral part of these statements.
 F-4




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##### Table of Contents



BOIS
    dARC ENERGY, INC.
  CONSOLIDATED
    STATEMENTS OF CHANGES IN MEMBERS
 AND
    STOCKHOLDERS EQUITY
 For the Years Ended December 31, 2005, 2006 and
    2007
  Common


Additional


RetainedClass A


Class B


Common


Stock


Paid-In


EarningsUnits


Units


Shares


Par Value


Capital


(Deficit)


Total(In thousands)Balance at December 31, 2004

$
10


$
304,227






$



$



$
15,248


$
319,485Conversion from LLC to a corporation


(10
)


(304,227
)


50,000



500



303,727







(10
)Public offering of common stock










12,000



120



144,960







145,080Stock issuance costs


















(1,818
)






(1,818
)Stock-based compensation










2,155



22



8,119







8,141Net income (loss)






















(51,672
)


(51,672
)Balance at December 31, 2005










64,155



642



454,988



(36,424
)


419,206Issuance of common shares










2,250



22



35,843







35,865Stock issuance costs


















(16
)






(16
)Exercise of stock options










20







125







125Tax benefit of stock option exercises


















29







29Stock-based compensation










9







6,377







6,377Net income






















55,024



55,024Balance at December 31, 2006










66,434



664



497,346



18,600



516,610Exercise of stock options










80



1



692







693Tax benefit of stock option exercises


















94







94Stock-based compensation










(24
)






8,373







8,373Repurchase of common stock










(100
)


(1
)


(1,941
)






(1,942
)Net income






















78,670



78,670Balance at December 31, 2007

$



$




66,390


$
664


$
504,564


$
97,270


$
602,498   The accompanying notes are an
    integral part of these statements.
 F-5




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 For the Years Ended December 31, 2005, 2006 and
    2007
  2005


2006


2007(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)

$
(51,672
)

$
55,024


$
78,670Adjustments to reconcile net income to net cash provided by
    operating activities:Deferred income taxes


123,256



26,257



29,714Depreciation, depletion and amortization


42,854



77,591



115,285Impairments


590



1,632



344Dry hole costs and lease impairments


2,353



14,070



29,053Stock based compensation


5,634



6,377



8,373Excess tax benefit from stock based compensation






(29
)


(94
)Amortization of loan costs


141



243



348Loss on sale of assets


89







Decrease in accounts receivable


(19,186
)


(4,628
)


(3,498
)Increase (decrease) in other current assets


(2,769
)


(1,300
)


2,682Increase (decrease) in accounts payable and accrued expenses


30,360



3,172



(16,204
)Net cash provided by operating activities


131,650



178,409



244,673CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures and acquisitions


(185,998
)


(247,705
)


(211,483
)Deposits paid for offshore leases










(2,330
)Proceeds from sale of assets


160







Net cash used for investing activities


(185,838
)


(247,705
)


(213,813
)CASH FLOWS FROM FINANCING ACTIVITIES:Borrowings from Comstock Resources


16,000







Repayments to Comstock Resources


(164,066
)






Borrowings under bank credit facility


126,000



71,000



32,000Repayments under bank credit facility


(57,000
)


(40,000
)


(52,000
)Redemption of Class A Units


(10
)






Repurchase of common stock










(1,942
)Excess tax benefit from stock based compensation






29



94Proceeds from issuance of common stock


145,080



35,990



693Stock and debt issuance costs


(2,189
)


(279
)


(351
)Net cash provided by (used for) financing activities


63,815



66,740



(21,506
)Net increase (decrease) in cash and cash equivalents


9,627



(2,556
)


9,354Cash and cash equivalents, beginning of year


2,416



12,043



9,487Cash and cash equivalents, end of year

$
12,043


$
9,487


$
18,841Cash paid for interest payments

$
3,270


$
6,627


$
8,501Cash paid (refunded) for income taxes

$
1,600


$
(435
)

$
12,325   The accompanying notes are an
    integral part of these statements.
 F-6




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  (1)
    Organization
    and Basis of Presentation             F-7




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        (2)
    Summary
    of Significant Accounting Policies    Principles
    of Consolidation
    Use of
    Estimates in the Preparation of Financial
    Statements
    Concentration
    of Credit Risk and Accounts Receivable
   F-8




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair
    Value of Financial Instruments
    Property
    and Equipment
     F-9




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Asset
    Retirement Obligations
      2005


2006


2007(In thousands)Beginning asset retirement obligations

$
28,253


$
35,034


$
48,064New wells placed on production and changes in estimates


5,276



12,493



(5,983
)Acquisition liabilities assumed






3,315



Liabilities settled


(422
)


(5,111
)


(75
)Accretion expense


1,927



2,333



3,088Ending asset retirement obligations

$
35,034


$
48,064


$
45,094   Segment
    Reporting
    Major
    Purchasers
    Revenue
    Recognition and Gas Balancing
   F-10




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  General
    and Administrative Expense
    2005


2006


2007(In thousands)General and administrative expense

$
12,364


$
15,856


$
20,010Operating fee income


(3,033
)


(4,482
)


(5,141
)General and administrative expense, net

$
9,331


$
11,374


$
14,869     Stock-based
    Compensation
      Income
    Taxes
     F-11




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Comprehensive
    Income
    Statements
    of Cash Flows
    Earnings
    per Share
    2005Income


Shares


Per Share


2006


2007(Loss)


(Units)(1)


(Units)(1)


Income


Shares


Per Share


Income


Shares


Per Share(In thousands except per share data)Basic Earnings Per Share:Net Income

$
(51,672
)


57,909


$
(0.89
)

$
55,024



63,391


$
0.87


$
78,670



65,392


$
1.20Diluted Earnings Per Share:Net income

$
(51,672
)


57,909


$
(0.89
)

$
55,024



63,391


$
0.87


$
78,670



65,392


$
1.20Effect of dilutive securities:stock grants and stock options







(2)










1,887











1,832Net income

$
(51,672
)


57,909


$
(0.89
)

$
55,024



65,278


$
0.84


$
78,670



67,224


$
1.17    (1)
    
    LLC Units were converted to
    equivalent common shares as if the Companys conversion to
    a corporation had occurred at Inception.(2)
    
    For the year ended
    December 31, 2005, 1,746 equivalent shares relating to
    stock grants and options were anti-dilutive to the net loss and
    excluded from the computation. F-12




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2005


2006


2007(In thousandsexcept per share data)Weighted average anti-dilutive stock options


27



124



495Weighted average exercise price

$
15.55


$
16.50


$
16.19   New
    Accounting Standards
      (3)
    Acquisitions    (4)
    Bank
    Credit Facility   F-13




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (5)
    Stockholders
    and Members Equity         F-14




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (6)
    Long-term
    Incentive Plan    Stock Options.
    2005


2006


2007Weighted average grant date fair value

$
7.63


$
9.63


$
6.17Weighted average assumptions used:Expected volatility


37.0%



39.5%



36.4%Expected lives


8.5 yrs.



9.8 yrs.



4.5 yrs.Risk-free interest rates


4.2%



5.5%



4.9%Expected dividend yield










    F-15




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted Average

Number of

Number ofExercise

Remaining Life

Options

OptionsPrice

(in years)

Outstanding

Exercisable$6.00


5.8


2,686,000


1,798,000$12.00


7.4


10,500


1,500$12.80


2.4


25,000


25,000$12.88


9.2


30,000


$14.23


8.5


40,000


8,000$15.55


7.6


182,500


8,500$15.62


8.5


40,000


8,000$16.47


7.8


172,500


27,000$16.68


8.9


205,500


$16.75


8.6


30,000


6,000$8.11


6.3


3,422,000


1,882,000
     2005


2006


2007Weighted





Weighted





WeightedNumber of


Average


Number of


Average


Number of


AverageOptions


Exercise Price


Options


Exercise Price


Options


Exercise PriceOutstanding at January 1


2,800,000



$6.00



3,105,000



$6.84



3,350,500



$7.70Granted


305,000



$14.60



364,000



$16.02



258,500



$16.24Exercised










(19,500
)


$6.46



(80,000
)


$8.66Forfeited










(99,000
)


$11.65



(107,000
)


$14.51Outstanding at December 31,


3,105,000



$6.84



3,350,500



$7.70



3,442,000



$8.11Vested and Exercisable at December 31,


560,000



$6.00



1,139,000



$6.24



1,882,000



$6.40   2005


2006


2007(In thousands)Cash received for options exercised

$



$
125


$
693Actual tax benefit realized

$



$
172


$
731    F-16




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Restricted Stock Grants.
  Number of


WeightedRestricted


Average GrantShares (Units)


PriceOutstanding at January 1, 2005


2,145,000



$6.80Granted


10,000



$12.00Vested


(429,000
)


$6.80Outstanding at December 31, 2005


1,726,000



$6.83Granted


25,000



$15.48Vested


(429,000
)


$6.80Forfeited


(16,000
)


$10.05Outstanding at December 31, 2006


1,306,000



$6.97Vested


(632,000
)


$6.80Forfeited


(24,000
)


$14.03Outstanding at December 31, 2007


650,000



$6.80     (7)
    Retirement
    Plan   F-17




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (8)
    Commitments
    and Contingencies  Commitments
    (In thousands)2008

$
3972009


4182010


4362011


4532012


136Thereafter


$
1,840     Contingencies
    (9)
    Related
    Party Transactions     F-18




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (10)
    Oil and
    Gas Producing Activities    Capitalized
    Costs
  As of December 31,2006


2007(In thousands)Proved properties

$
1,163,737


$
1,331,925Unproved properties


9,511



13,076Accumulated depreciation, deletion and amortization


(348,643
)


(460,606
)$
824,605


$
884,395   Costs
    Incurred
  2005


2006


2007(In thousands)Property acquisitions:Proved properties

$



$
20,091


$
Unproved properties


5,159



2,979



8,913Development costs


124,139



103,254



102,661Exploration costs


77,750



133,620



96,219$
207,048


$
259,944


$
207,793   (11)
    Income
    Taxes   F-19




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2005


2006


2007(In thousands)Current

$
2,552


$
4,955


$
13,717Deferred


123,256



26,257



29,714$
125,808


$
31,212


$
43,431     2005


2006


2007(In thousands)Income tax provision at the federal statutory rate of 35%

$
25,948


$
30,183


$
42,735Benefit for period not taxed as an entity


(9,039
)






Deferred taxes recognized upon conversion to a taxable entity


108,199







Nondeductible stock-based compensation


700



1,019



1,385Other






10



(689
)$
125,808


$
31,212


$
43,431       Year EndedDecember 31,2005(In thousands)Income before income taxes

$
74,136Effective pro forma income tax rate


36
%Pro forma income tax expense

$
26,914  F-20




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2006


2007(In thousands)Noncurrent deferred tax assets (liabilities):Property and equipment

$
(154,763
)

$
(185,507
)Stock based compensation


2,539



3,900Other assets


265



Other liabilities






(60
)Net noncurrent deferred tax liability

$
(151,959
)

$
(181,667
)     (12)
    Supplementary
    Quarterly Financial Data (Unaudited)  2006First


Second


Third


Fourth


Total(In thousands, except per share amounts)Total oil and gas sales

$
61,833


$
59,607


$
66,996


$
66,274


$
254,710Income from operations

$
27,228


$
24,086


$
20,041


$
20,650


$
92,005Net income

$
16,781


$
14,783


$
11,584


$
11,876


$
55,024Net income per share (unit):Basic

$
0.27


$
0.24


$
0.18


$
0.18


$
0.87Diluted

$
0.26


$
0.23


$
0.18


$
0.18


$
0.84  F-21




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   2007First


Second


Third


Fourth


Total(In thousands, except per share amounts)Total oil and gas sales

$
76,182


$
91,046


$
87,987


$
100,245


$
355,460Income from operations

$
20,452


$
29,149


$
35,041


$
45,439


$
130,081Net income

$
11,873


$
17,431


$
21,229


$
28,137


$
78,670Net income per share:Basic

$
0.18


$
0.27


$
0.32


$
0.43


$
1.20Diluted

$
0.18


$
0.26


$
0.32


$
0.42


$
1.17   (13)
    Oil and
    Gas Reserves Information (Unaudited)    2005


2006


2007Oil


Gas


Oil


Gas


Oil


Gas(MBbls)


(MMcf)


(MBbls)


(MMcf)


(MBbls)


(MMcf)Proved Reserves:Beginning of year


18,732



192,935



19,530



205,986



20,425



221,463Revisions of previous estimates


(969
)


(22,043
)


(221
)


1,875



(1,405
)


25,266Extensions and discoveries


2,922



49,990



1,934



33,454



1,485



29,587Purchases of minerals in place










565



3,331







Improved recovery


















5,798



6,004Production


(1,155
)


(14,896
)


(1,383
)


(23,183
)


(1,671
)


(32,186
)End of year


19,530



205,986



20,425



221,463



24,632



250,134Proved Developed Reserves:Beginning of year


14,278



167,730



15,316



175,838



15,636



183,003End of year


15,316



175,838



15,636



183,003



17,390



189,249  F-22




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2005


2006


2007(In thousands)Cash Flows Relating to Proved Reserves:Future Cash Flows

$
3,234,675


$
2,506,965


$
4,146,589Future Costs:Production


(313,342
)


(439,122
)


(591,581
)Development and Abandonment


(169,238
)


(236,995
)


(340,846
)Future Income taxes


(920,987
)


(319,142
)


(596,511
)Future Net Cash Flows


1,831,108



1,511,706



2,617,65110% Discount Factor


(548,683
)


(430,695
)


(836,362
)Standardized Measure of Discounted FutureNet Cash Flows

$
1,282,425


$
1,081,011


$
1,781,289     2005


2006


2007(In thousands)Standardized Measure, Beginning of period

$
996,724


$
1,282,425


$
1,081,011Net Change in Sales Price, Net of Production Costs


687,692



(750,583
)


563,281Development Costs Incurred During the Period Which Were
    Previously Estimated


28,319



43,736



78,385Revisions of Quantity Estimates


(162,481
)


2,304



102,373Accretion of Discount


99,672



192,803



131,712Changes in Future Development and Abandonment Costs


(22,674
)


(44,955
)


(91,296
)Extensions, Discoveries and Improved Recovery


475,944



206,676



476,080Purchases of Reserves in Place






16,527



Sales, Net of Production Costs


(147,347
)


(201,310
)


(296,619
)Changes in Timing of Production


(27,815
)


(76,112
)


(84,488
)Net Changes in Income Taxes


(645,609
)


409,500



(179,150
)Standardized Measure, End of period

$
1,282,425


$
1,081,011


$
1,781,289      F-23




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2005


2006


2007Crude Oil (Per Barrel)

$
57.92


$
59.29


$
94.64Natural Gas (Per Mcf)

$
10.21


$
5.85


$
7.26    F-24