UNITED STATES SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C.
20549





FORM 10-K




x
            ANNUAL REPORT
      UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF
      1934





For the fiscal year ended December 31,
2008





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





Commission File Number
0-22723





AMERICAN
PETRO-HUNTER, INC.


(Name of registrant as specified in its
charter)





Nevada
            
            98-0171619(State or Other Jurisdiction
      of
            
            (I.R.S.
      EmployerIncorporation or
      Organization)
            
            Identification
      Number)104 Swallow Hill
      Drive
              Barnstable,
      Massachusetts
            
            02630(Address of Principal Executive
      Offices)
            
            (Zip
  Code)





(508)
362-4420


(Registrant’s telephone
number)





Securities
registered pursuant to Section 12(b) of the Act:


None
            
            None(Title
      of each class)
            
            (Name
      of each exchange on which
registered)




Securities
registered pursuant to Section 12(g) of the Act:


Common
Stock, $0.001 par value


(Title of
class)




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


YES   ̈
            
            NO  x


Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


YES  o
            
            NO  x


Note -  Checking the
box above will not relieve any registrant required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act from their obligations under those
sections.


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


YES  x
            
            NO  o


Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  o




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer, or a small reporting
company.   See definition of “large accelerated filer”,
“accelerated filer” and  “smaller reporting company” in
Rule 12b-2 of the Exchange Act. (Check one):







Large
      accelerated filer  o
                Accelerated
      filer  oNon-accelerated
      filer  o(do not check if
      smaller reporting company)
                Smaller
      reporting company  x




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


YES  o
            
            NO  x




The aggregate market value of the voting
stock held by non-affiliatesof the Registrant as of June 30, 2008 was $
402,600.76 (computed by reference to the last sale price of a share of the
registrant’s common stock on that date as reported by the Over the Counter
Bulletin Board). For purposes of this computation, it has been assumed that the
shares beneficially held by directors and officers of registrant were “held by
affiliates”; this assumption is not to be deemed to be an admission by such
persons that they are affiliates of registrant.




As ofApril 10,2009, there were21,369,107shares of commonstock outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





Exhibits
incorporated by reference are referred under Part IV.





TABLE OF CONTENTS




PagePART IITEM 1 — DESCRIPTION OF
      BUSINESS
                
                2ITEM 1A — RISK
      FACTORS
                
                4ITEM 1B —
      UNRESOLVED STAFF COMMENTS
                
                8ITEM 2 —
      PROPERTIES
                
                8ITEM 3 — LEGAL
      PROCEEDINGS
                
                9ITEM 4 — SUBMISSION OF MATTERS TO
      A VOTE OF SECURITY HOLDERS
                
                9PART IIITEM 5 — MARKET FOR REGISTRANT’S
      COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
      SECURITIES
                
                9ITEM 6 — SELECTED FINANCIAL
      DATA
                
                10ITEM 7 — MANAGEMENT’S DISCUSSION
      AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
      OPERATIONS
                
                10ITEM 7A —
      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK
                
                12ITEM 8 — FINANCIAL STATEMENTS AND
      SUPPLEMENTARY DATA
                
                12ITEM 9 — CHANGES IN AND
      DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE
                
                12ITEM 9A — CONTROLS AND
      PROCEDURES
                
                12ITEM 9B — OTHER
      INFORMATION
                
                13PART IIIITEM 10 — DIRECTORS, EXECUTIVE
      OFFICERS, AND CORPORATE GOVERNANCE
                
                13ITEM 11 — EXECUTIVE
      COMPENSATION
                
                15ITEM 12 — SECURITY OWNERSHIP OF
      CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
      MATTERS
                
                16ITEM 13 — CERTAIN RELATIONSHIPS
      AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
                
                16ITEM 14 — PRINCIPAL ACCOUNTANT
      FEES AND SERVICES
                
                17PART IVITEM 15 — EXHIBITS AND REPORTS ON
      FORM 8-K
                
                17-19SIGNATURES
                
                20INDEX TO FINANCIAL
      STATEMENTS
                
                F-1INDEX TO
      EXHIBITS
                
                E-1-E-2EXHIBIT
    10.11EXHIBIT
    10.12EXHIBIT
31.1EXHIBIT
31.2EXHIBIT 32








PART I





ITEM 1— DESCRIPTION OF
BUSINESS





Background




American Petro-Hunter Inc. (the
“Company,” “we,” “us,” “our”) was formed on January 24, 1996 pursuant to the
laws of the State of Nevada under the name Wolf Exploration, Inc. with a
business plan to acquire properties for precious metal exploration in the
western United States. However, after considering several properties, we
determined the properties identified were not suitable to fully implement an
exploration and development project in the United States. In August 1996, we
changed our management team and developed a new business plan to sell chemical
products to the oil and gas industry.





In October 1996, we entered into an
agreement to acquire two numbered companies that were combined with 714674
Alberta Ltd. continuing in operation.  The business operated as Calgary
Chemical, selling chemical products to the oil and gas
industry.





In March 1997, we changed our name to
Wolf Industries Inc. to reflect these developments.





Effective June 30, 1998, we sold our
subsidiary, 714674 Alberta Ltd. ("Calgary Chemical") to Gorda Technology
Holdings Limited, a Turks and Caicos Islands corporation ("Gorda").  The
terms of the sale were as follows:





(a) forgiveness of the inter-company
debt owed by Calgary Chemical to us in the amount of $82,289
(Canadian);





(b) payment by Gorda to us of fifteen
percent of Calgary Chemical's after-tax profit (as determined by generally
accepted accounting principles) for the fiscal year ended December 31, 1998
payable on or before March 31, 1999 and completion of an audit of the financial
statements of Calgary Chemical for such period;





(c) indemnification by Gorda to hold us
harmless from any and all liability arising from the debt guarantees of Calgary
Chemical;





(d) agreement by Gorda to hire Mr. Blair
Coady as the President and Chief Executive Officer of Calgary Chemical;
and





(e) receipt from Mr. Coady of his
resignation as our President and Chief Executive Officer, Secretary, and
Director and the surrender of Mr. Coady's options to acquire 700,000 shares of
our common stock.





The sale of Calgary Chemical was subject
to approval of our shareholders, which was received at our annual general
meeting of July 24, 1998.





On April 8, 1998, we entered into a
license agreement with Andrew Engineering Inc. ("Andrew") a British Columbia
corporation, Andrew Rawicz Ph.D., and Ivan Melnyk, Ph.D., whereby we acquired a
world-wide license to manufacture and market a patent pending device for the
color matching of dentures to a dental patient's existing tooth color.
 Drs. Rawicz and Melnyk hold the patent pending for the color analyzer and
Andrew developed and/or acquired the techniques and other proprietary
information related to the device.   The license agreement required us
and Andrew to develop a business plan for manufacturing and marketing the
device, including obtaining financing of $1,500,000 US.  The license
agreement required the issuance of 4,800,000 shares of restricted stock to
Andrew with registration rights on 600,000 of those shares, and also required
that Mr. Patrick McGowan to be appointed President and Chief Executive Officer.
 Mr. McGowan signed a management agreement with us, and at a meeting of our
Board of Directors held on April 16, 1998, Mr. McGowan and Mr. A. Schwabe were
appointed to our Board of Directors. They were also appointed interim President
and CEO, and Secretary, Treasurer respectively, pending the approval of the
shareholders of the Gorda transaction wherein Mr. Coady would resign from all
positions.  The license agreement also obligated us to pay a royalty to
Andrew in the amount of ten percent (10%) of gross profit on sales if we
manufactured the product itself or a royalty of seven percent (7%) of gross
revenues if manufacturing was done by an independent third
party.


2


In September 1998, 4,800,000 shares of
our common stock were issued to Andrew in accordance with the terms of the
license agreement. As a result of settlement of the litigation with AEI Trucolor
Inc. ("Trucolor"), the license agreement was cancelled and the 4,800,000 shares
were returned to our treasury in 1999. This action was settled by the execution
of two agreements, the effect of which was that we acquired a 40% interest in
Trucolor, an arm's length company. As a result of the agreement, Trucolor became
the owner of the rights to the device. During 2006, Trucolor was
dissolved.





Pursuant to an agreement dated June 14,
2000, we purchased a 100% interest in a private company owned by our former
director called Travelport Media Inc. ("TPI").  TPI was a Nevada private
internet e-commerce technology and content development company specializing in
the travel and hospitality industry. The agreement required us to issue
3,000,000 share purchase warrants in exchange for a 100% interest in TPI.
 The share purchase warrants allowed the holder to purchase 3,000,000
shares of our common stock for $0.27 per share.   Before the end of
December 31, 2000, our relationship with the consultant and former shareholder
of TPI became strained, resulting in the consultant resigning as our director on
September 11, 2000.





In November, 2000, we received
shareholder and regulatory approval to change our name to "Travelport Systems
Inc." in anticipation of our new strategic direction.





Subsequent to December 31, 2000, we
entered into a settlement agreement whereby we would give our interest in the
shares of TPI back to the original owner on the condition that the original
owner and our former director would assume a liability of $86,000 which we
incurred.  In addition, subsequent to December 31, 2000 we cancelled
150,000 share purchase options exercisable at $0.15 per share until October 11,
2005, and we cancelled 200,000 share purchase options exercisable at $0.25 per
share until October 19, 2005 issued toemployees of TPI. After settling that
action, in August 2001, we changed our name to “American Petro-Hunter Inc.” and
our focus to the exploration and eventual exploitation of oil and
gas.





In 2009, subsequent to our fiscal year
ended December 31, 2008,weentered into a Participation Agreement with Archer Exploration, Inc.
(“Archer”) to participate in the drilling for oil on a prospect located in
Stanislaus County, California.  Pursuant to the Agreement, we agreed
to pay to Archer $200,000 for all costs in connection with the acquisition and
operation of the prospect until completion of an initial test well in exchange
for a 25% working interest in the prospect.  The assignment of the 25%
interest will only be made upon the successful completion of the initial test
well.





Our Strategy





Our focus is currently in locating and
assessing potential acquisition targets, including real property, oil and gas
rights and oil and gas companies. We will focus primarily on oil and gas
properties within the U.S. and Canada including exploration, secondary recovery
and development projects. Each project will be evaluated by our management based
on sound geology, acceptable risk levels and total capital requirements to
develop. Our officers and directors expect to travel to different locations
throughout North America to evaluate potential acquisitions. Further, our
management will participate in a variety of different conferences throughout
2009 to increase our exposure to potential opportunities.





Our ability to execute our strategy as
outlined above is dependent on several factors including but not limited to: (i)
identifying potential acquisitions of either assets or operational companies
with prices, terms and conditions acceptable to us; (ii) additional financing
for capital expenditures, acquisitions and working capital either in the form of
equity or debt with terms and conditions that would be acceptable to us; (iii)
our success in developing revenue, profitability and cash flow; (iv) the
development of successful strategic alliances or partnerships; and (v) the
extent and associated efforts and costs of federal, state and local regulations
in each of the industries in which we currently or plan to operate in. There are
no assurances that we will be successful in implementing our strategy as any
negative result of one of the factors alone or in combination could have a
material adverse effect on our business.


3


Customers





As of December 31, 2008, we had no
customers.





Dividends





We have not, and currently do not intend
to, pay dividends. Any change in this current intention is in the discretion of
the Board of Directors.





Employees





As of December 31, 2008, we had no full
time employees. We currently utilize temporary contract labor throughout the
year to address business and administrative needs.





ITEM 1A— RISK
FACTORS





With the exception
of historical facts stated herein, the mattersdiscussed in this
report on Form 10-K are “forward looking” statements thatinvolve
risks and uncertainties that could cause actual results to differmaterially from
projected results. Such “forward looking” statements include,but are
not necessarily limited to statements regarding anticipated levels
offuture
revenues and earnings from the operations of American Petro-Hunter,Inc. and
its subsidiaries, (the “Company,” “we,” “us” or “our”), projected costs and
expenses related to our operations, liquidity,capital
resources, and availability of future equity capital on commerciallyreasonable terms.
Factors that could cause actual results to differ materiallyare
discussed below. We disclaim any intent or obligation to publicly
updatethese
“forward looking” statements, whether as a result of new
information,future
events or otherwise.





Risks Relating to Our
Business




The
duration or severity of the current global economic downturn and disruptions in
the financial markets, and their impact on our Company, are
uncertain.





The oil
industry generally is highly cyclical, with prices subject to worldwide market
forces of supply and demand and other influences. The recent global economic
downturn, coupled with the global financial and credit market disruptions, have
had a historic negative impact on the oil industry. These events have
contributed to an unprecedented decline in crude oil prices, weak end markets, a
sharp drop in demand, increased global inventories, and higher costs of
borrowing and/or diminished credit availability. While we believe that the
long-term prospects for oil remain bright, we are unable to predict the duration
or severity of the current global economic and financial crisis. There can be no
assurance that any actions we may take in response to further deterioration in
economic and financial conditions, will be sufficient. A protracted continuation
or worsening of the global economic downturn or disruptions in the financial
markets could have a material adverse effect on our business, financial
condition or results of operations.





We have a history of losses which may
continue, which may negatively impact our ability to achieve our business
objectives.





We incurred comprehensive net losses of
$3,628,194 for the period from January 24, 1996 (inception) to December 31,
2008, and $42,677 for the year ended December 31, 2008. We cannot be assured
that we can achieve or sustain profitability on a quarterly or annual basis in
the future. Our operations are subject to the risks and competition inherent in
the establishment of a business enterprise. There can be no assurance that
future operations will be profitable. We may not achieve our business objectives
and the failure to achieve such goals would have an adverse impact on
us.





If we are unable to obtain additional
funding our business operations will be harmed and if we do obtain additional
financing our then existing shareholders may suffer substantial
dilution..





We will require additional funds to
initiate our oil and gas exploration activities, and to take advantage of any
available business opportunities. Historically, we have financed our
expenditures primarily with proceeds from the sale of debt and equity
securities, and bridge loans from our officers and stockholders. In order to
meet our obligations or acquire an operating business, we will have to raise
additional funds. Obtaining additional financing will be subject to market
conditions, industry trends, investor sentiment and investor acceptance of our
business plan and management. These factors may make the timing, amount, terms
and conditions of additional financing unattractive or unavailable to us. If we
are not successful in achieving financing in the amount necessary to further our
operations, implementation of our business plan may fail or be
delayed.


4


Our independent auditors have expressed
substantial doubt about our ability to continue as a going concern, which may
hinder our ability to obtain future financing..





In their report dated April 15, 2009,
our independentauditors
stated that our financial statements for the fiscal year ended December 31, 2008
were prepared assuming that we would continue as a going concern. Our ability to
continue as a going concern is an issue raised as a result of recurring losses
from operations. We continue to experience net operating losses. Our ability to
continue as a going concern is subject to our ability to obtain necessary
funding from outside sources, including obtaining additional funding from the
sale of our securities. Our continued net operating losses increase the
difficulty in meeting such goals and there can be no assurances that such
methods will prove successful.





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





We have yet to generate positive
earnings from our current business strategy and there can be no assurance that
we will ever operate profitably. Our company has a limited operating history in
the business of oil and gas exploration and must be considered in the
development stage. Our success is significantly dependent on a successful
reorganization or acquisition of an existing business. Our operations will be
subject to all the risks inherent in the establishment of a developing
enterprise and the uncertainties arising from the absence of a significant
operating history. We may be unable to locate recoverable reserves or operate on
a profitable basis. We are in the development stage and potential investors
should be aware of the difficulties normally encountered by enterprises in the
development stage. If our business plan is not successful, and we are not able
to operate profitably, investors may lose some or all of their investment in our
company.





We are subject to new corporate
governance and internal control reporting requirements, and our costs related to
compliance with, or our failure to comply with existing and future requirements,
could adversely affect our business.





We may face new corporate governance
requirements under the Sarbanes-Oxley Act of 2002, as well as new rules and
regulations subsequently adopted by the SEC and the Public Company Accounting
Oversight Board. These laws, rules and regulations continue to evolve and may
become increasingly stringent in the future. In particular, under rules proposed
by the SEC on August 6, 2006 we are required to include management's report on
internal controls as part of our annual report pursuant to Section 404 of the
Sarbanes-Oxley Act. Furthermore, under the proposed rules, an attestation report
on our internal controls from our independent registered public accounting firm
will be required as part of our annual report for the fiscal year ending
December 31, 2009. We strive to continuously evaluate and improve our control
structure to help ensure that we comply with Section 404 of the Sarbanes-Oxley
Act. The financial cost of compliance with these laws, rules and regulations is
expected to remain substantial. We cannot assure you that we will be able to
fully comply with these laws, rules and regulations that address corporate
governance, internal control reporting and similar matters. Failure to comply
with these laws, rules and regulations could materially adversely affect our
reputation, financial condition and the value of our
securities.





Risks Related to our Oil and Gas
Exploration





If we are unable to successfully recruit
qualified managerial and field personnel having experience in oil and gas
exploration, we may not be able to execute on our business
plan.





In order to successfully implement and
manage our business plan, we will be dependent upon, among other things,
successfully recruiting qualified managerial and field personnel having
experience in the oil and gas exploration business. Competition for qualified
individuals is intense. There can be no assurance that we will be able to find,
attract and retain existing employees or that we will be able to find, attract
and retain qualified personnel on acceptable terms.





We may not be insured
against all of the operating risks to which our business is exposed.





Our business is subject to all of the
operating risks normally associated with the exploration for and production of
oil and gas, any of which could result in damage to, or destruction of, property
and injury to persons. As protection against financial loss resulting from these
types of operating hazards, we maintain insurance coverage. However, because we
are in the exploratory stage and have not identified for reorganization, an
operating business, we are not fully insured against all these risks. The
occurrence of a significant event against which we are not fully insured could
have a material adverse effect on our financial position.





Even if we are able to, the potential
profitability of oil and gas ventures depends upon factors beyond the control of
our company.





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


5


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





The oil and gas industry is intensely
competitive. We compete with numerous individuals and companies, including many
major oil and gas companies which have substantially greater technical,
financial and operational resources and staffs. Accordingly, there is a high
degree of competition for desirable oil and gas leases, suitable properties for
drilling operations and necessary drilling equipment, as well as for access to
funds. We cannot predict if the necessary funds can be raised or that any
projected work will be completed.





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





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





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





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





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





In general, our exploration and
production activities are subject to certain country-specific federal, state and
local laws and regulations relating to environmental quality and pollution
control. Such laws and regulations increase the costs of these activities and
may prevent or delay the commencement or continuation of a given operation.
Compliance with these laws and regulations has not had a material effect on our
operations or financial condition to date. Specifically, we are subject to
legislation regarding emissions into the environment, water discharges and
storage and disposition of hazardous wastes. In addition, legislation has been
enacted which requires well and facility sites to be abandoned and reclaimed to
the satisfaction of U.S. state authorities. However, such laws and regulations
are frequently changed and we are unable to predict the ultimate cost of
compliance. Generally, environmental requirements do not appear to affect us any
differently or to any greater or lesser extent than other companies in the
industry. We believe that our operations comply, in all material respects, with
all applicable environmental regulations. Our operating partners maintain
insurance coverage customary to the industry; however, we are not fully insured
against all possible environmental risks.





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





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


6


Risk Related to Seeking Other Business
Opportunities





Exploring and entering into business
opportunities could be very time consuming and costly and could adversely affect
our financial condition.





We have not identified and have no
commitments to enter into or acquire a specific business opportunity such as a
merger, joint venture or acquisition of a private or public entity. There can be
no assurance we will be successful in identifying and evaluating suitable
business opportunities or in concluding a business combination. However, if we
entered into a potential business opportunity our participation in a business
opportunity may be highly illiquid and could result in a total loss to us and
our stockholders if the business or opportunity proved to be
unsuccessful.





Even if we were to enter into a business
opportunity there is no assurance of success or
profitability.





There is no assurance that we will
acquire a favorable business opportunity. Moreover, even if we become involved
in a business opportunity because of the unforeseen costs, expenses, and
difficulties involved with a new business opportunity, there is no assurance
that it will generate revenues or profits, or that the market price of our
common stock will increase.





SEC reporting requirements may be too
costly for us to take advantage of any potential business
opportunities.





The Securities Exchange Act of 1934 (the
"Exchange Act"), require companies to provide certain information about
significant acquisitions, including certified financial statements for the
company acquired, covering one, two or three years, depending on the relative
size of the acquisition. The time and additional costs that may be incurred by
some prospective entities to prepare such statements may preclude consummation
of an otherwise desirable acquisition by us. Acquisition prospects that do not
have or are unable to obtain the required audited financial statements may not
be appropriate for acquisition.





Risk Relating To Our Common
Stock





A limited public trading market exists
for our common stock, which makes it more difficult for our stockholders to sell
their common stock in the public.





Although our common stock is quoted on
the OTCBB under the symbol “AAPH,” there is a limited public market for our
common stock. No assurance can be given that an active market will develop or
that a stockholder will ever be able to liquidate its shares of common stock
without considerable delay, if at all. Many brokerage firms may not be willing
to effect transactions in the securities. Even if a purchaser finds a broker
willing to effect a transaction in these securities, the combination of
brokerage commissions, state transfer taxes, if any, and any other selling costs
may exceed the selling price.





Our common stock may
be subject to the penny stock rules which may make it more difficult to sell our
common stock.





The Securities and Exchange Commission
has adopted regulations which generally define a “penny stock” to be any equity
security that has a market price, as defined, less than $5.00 per share or an
exercise price of less than $5.00 per share, subject to certain exceptions. Our
securities may be covered by the penny stock rules, which impose additional
sales practice requirements on broker-dealers who sell to persons other than
established customers and accredited investors such as, institutions with assets
in excess of $5,000,000 or an individual with net worth in excess of $1,000,000
or annual income exceeding $200,000 or $300,000 jointly with his or her spouse.
For transactions covered by this rule, the broker-dealers must make a special
suitability determination for the purchase and receive the purchaser’s written
agreement of the transaction prior to the sale. Consequently, the rule may
affect the ability of broker-dealers to sell our securities and also affect the
ability of our stockholders to sell their shares in the secondary
market.





Our management and stockholders may lose
control of the Company as a result of a merger or
acquisition.





We may consider an acquisition in which
we would issue as consideration for the business opportunity to be acquired an
amount of our authorized but unissued common stock that would, upon issuance,
represent the great majority of the voting power and equity of the Company. As a
result, the acquiring company's stockholders and management would control the
Company, and our current management may be replaced by persons unknown at this
time. Such a merger would result in a greatly reduced percentage of ownership of
the Company by its current stockholders.


7


We have historically not paid dividends
and do not intend to pay dividends.





We have historically not paid dividends
to our stockholders and management does not anticipate paying any cash dividends
on our common stock to our stockholders for the foreseeable future. We intend to
retain future earnings, if any, for use in the operation and expansion of our
business




ITEM 1B— UNRESOLVED STAFF
COMMENTS





None.





ITEM 2—
PROPERTIES





Subsequent to our fiscal year ended
December 31, 2008, in
February 2009, we moved our offices to104 Swallow Hill
Drive Barnstable, Massachusetts, under a consultingagreement with our President. We do not
pay rent for the use of the office but may be responsible for certain telephone
charges and miscellaneous office expenses. We share this office space with other
companies, and occupy approximately 500 square feet.


8




ITEM 3— LEGAL
PROCEEDINGS





None.




ITEM 4— SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS





None.





PART II





ITEM 5— MARKET FOR
REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES





Market Information





Our common stock is traded on the Over
the Counter Bulletin Board under the symbol AAPH.





The following is the range of high and
low bid prices for our common stock for the periods indicated. The quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commissions
and may not represent actual transactions.




Fiscal 2008
                
                High
                
                
                LowFirst Quarter (March 31,
      2008)
                
                $
                .15
                
                
                $
                .06Second Quarter (June 30,
      2008)
                
                $
                .06
                
                
                $
                .04Third Quarter (September 30,
      2008)
                
                $
                .07
                
                
                $
                .03Fourth Quarter (December 31,
      2008)
                
                $
                .08
                
                
                $
                .03







Fiscal 2007
                
                High
                
                
                LowFirst Quarter (March 31,
      2007)
                
                $
                .25
                
                
                $
                .14Second Quarter (June 30,
      2007)
                
                $
                .14
                
                
                $
                .125Third Quarter (September 30,
      2007)
                
                $
                .128
                
                
                $
                .125Fourth Quarter (December 31,
      2007)
                
                $
                .15
                
                
                $
                .08





The closing price for our common stock
on December 31, 2008 was $0.06.





Stockholders





As of December 31, 2008, there were
10,065,019 shares of common stock issued and outstanding held by 75 stockholders
of record (not including street name holders).





Dividends





We have not paid dividends to date and
do not anticipate paying any dividends in the foreseeable future. Our Board of
Directors intends to follow a policy of retaining earnings, if any, to finance
our growth. The declaration and payment of dividends in the future will be
determined by our Board of Directors in light of conditions then existing,
including our earnings, financial condition, capital requirements and other
factors.





Equity Compensation Plan
Information





In November 1996, by resolution of our
board of directors, we adopted the Wolf Exploration Inc. 1996 Directors and
Officers Stock Option Plan ("the Plan"), for our officers and directors, whereby
1,000,000 shares of our common stock was reserved for issuance.  The plan
permitted us to grant nonqualified stock options within five years of the date
of establishing the Plan. By resolution of our directors dated May 28,
1998, we reserved an additional one million shares of common stock for the Plan
bringing the total shares reserved to 2,000,000 and renamed the Plan "The Wolf
Industries Inc. 1998 Directors and Officers Stock Option Plan” (the “Revised
Plan”) with all other terms and conditions of the Plan remaining in full force
and effect.


9


In September 1998, by resolution of our
board of directors, we established the "1998 Key Personnel Compensation Plan"
 ("Key Plan"), for our key personnel, whereby 1,000,000 shares of our
common stock was reserved for issuance. The Key Plan permitted us to grant
nonqualified stock options within five years of the date of establishing the
Plan. By resolution of our directors dated November, 1998, a further
1,000,000 shares of common stock was authorized to be reserved for issuance,
bringing the total issuable under the Key Plan to 2,000,000 shares of common
stock.





In October, 2000, by resolution of our
board of directors, we established the 2000 Stock Option Plan ("2000 Plan"), for
our officers, directors, employees, consultants and advisors, whereby 5,000,000
of our common stock was reserved for issuance. The 2000 Plan permitted us to
grant nonqualified stock options within five years of the date of establishing
the Plan.




In September, 2001, by resolution of our
board of directors, we established the 2001 Stock Option Plan ("2001 Plan"), for
our officers, directors, employees, consultants and advisors, whereby 1,500,000
of our common stock was reserved for issuance. The 2001 Plan permitted us to
grant incentive and nonqualified stock options, restricted stock, stock bonuses,
stock appreciation rights, reload options. Options under the 2001 Plan are
exercisable subject to continued employment and other
conditions.





There are no options currently
outstanding under any of the aforementioned plans.




ITEM 6— SELECTED FINANCIAL
DATA





Our complete financial statements are
included following the signature page to this Form 10-K.





ITEM 7— MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
OPERATIONS





The following discussion should be read
in conjunction with our consolidated financial statements and notes thereto
included elsewhere in this Report. Forward looking statements are statements not
based on historical information and which relate to future operations,
strategies, financial results or other developments. Forward-looking statements
are based upon estimates, forecasts, and assumptions that are inherently subject
to significant business, economic and competitive uncertainties and
contingencies, many of which are beyond our control and many of which, with
respect to future business decisions, are subject to change. These uncertainties
and contingencies can affect actual results and could cause actual results to
differ materially from those expressed in any forward-looking statements made by
us, or on our behalf. We disclaim any obligation to update forward-looking
statements.





The discussion and financial statements
contained herein are for our fiscal year ended December 31, 2008 and December
31, 2007. The following discussion regarding our financial statements should be
read in conjunction with our financial statements included
herewith.





Financial Condition as of December 31,
2008





We reported total current assets of
$2,139 at December 31, 2008 consisting of cash of $136, and taxes recoverable
totaling $2,003. Total current liabilities reported of $455,940 consisted of
accounts payable of $223,770, amounts payable to related parties of $123,877,
note payable of $25,000, and a loan guarantee of $83,293. The Company had a
working capital deficit of $453,801 at December 31, 2008.





Stockholders' Deficiency increased from
$481,124 at December 31, 2007 to $453,801 at December 31, 2008. This increase is
due to net losses of approximately $123,823. Additionally, we received $40,000
in advance for shares of our common stock to be issued and had a gain on foreign
currency translation of $81,146.





We are currently a development stage
company focused on the oil and gas industry, and evaluating opportunities for
expansion within that industry through acquisition or other strategic
relationships.





Plan of Operation





Background





We were formed on January 24, 1996
pursuant to the laws of the State of Nevada under the name Wolf Exploration,
Inc. with a business plan to acquire properties for precious metal exploration
in the western United States. However, after considering several properties, we
determined the properties identified were not suitable to fully implement an
exploration and development project in the United States. In August 1996, we
changed our management team and developed a new business plan to sell chemical
products to the oil and gas industry. In 1998, we sold that business and
developed a new business plan for the manufacturing and marketing of a dental
color analyzer. Our plans to manufacture and sell the analyzer were delayed
pending completion of research and development and by an action brought against
us by AEI Trucolor. After settling that action, in August 2001, we changed our
name to “American Petro-Hunter Inc.” and our focus to the exploration and
eventual exploitation of oil and gas.


10


In 2009, subsequent to our fiscal year
ended December 31, 2008,weentered into a Participation Agreement with Archer Exploration, Inc.
(“Archer”) to participate in the drilling for oil on a prospect located in
Stanislaus County, California.  Pursuant to the Agreement, we agreed
to pay to Archer $200,000 for all costs in connection with the acquisition and
operation of the prospect until completion of an initial test well in exchange
for a 25% working interest in the prospect.  The assignment of the 25%
interest will only be made upon the successful completion of the initial test
well.





We have had no revenues since 2004. The
accompanying financial statements have been prepared assuming that we will
continue as a going concern. Having no sources of income, substantial doubt is
raised about our ability to continue as a going concern.




Cash and Cash
Equivalents





As of December 31, 2008, we had cash of
$136 and did not have any cash equivalents. We anticipate that a substantial
portion shall be used as working capital and to execute our reorganization
strategy and business plan. As such, we further anticipate that we will have to
raise additional capital through debt or equity financings to fund our
operations during the next 6 to 12 months.





Results of
Operations





For the Fiscal Year Ended December 31,
2008





For the fiscal year ended December 31,
2008, we incurred a net loss of $123,823.





Administration expenses for the fiscal
year end amounted to $121,423 compared to $92,554 in 2007. Executive
compensation for the 2008 fiscal year end is$0compared to $15,000 in
2007.





For the Fiscal Year Ended December 31,
2007





For the fiscal year ended December 31,
2007, we incurred a net loss of $107,554.





Administration expenses for the fiscal
year end amounted to $92,554 compared to $61,523 in 2006. Executive compensation
for the 2007 fiscal year end is $15,000 compared to $10,000 in
2006.





Period from inception, January 24, 1996
to December 31, 2008





We have incurred losses in each period
since inception and have an accumulated deficit, consisting of deficit and
accumulated comprehensive losses, of $3,628,194 at December 31, 2008. We expect
to continue to incur losses as a result of expenditures for general and
administrative activities while we remain in the development
stage.





Liquidity and Capital
Resources





We are experiencing illiquidity
and have been dependent upon shareholders and directors to provide funds to
maintain its activities. At fiscal year ended December 31, 2008, the balance of
amounts owing to related parties amounted to $123,877. There are no specific
terms of repayment for amounts owing to related parties.





We had a working capital deficiency of
$453,801 at December 31, 2008.





As a development stage company, we
currently have limited operations, principally directed at evaluating potential
acquisition targets and revenue-generating opportunities.





Our management believes that we will be
able to generate sufficient revenue or raise sufficient amounts of working
capital through debt or equity offerings, as may be required to meet our
short-term and long-term obligations. In order to execute on our business
strategy, we will require additional working capital, commensurate with the
operational needs of the target companies we may pursue. Such working capital
will most likely be obtained through equity or debt financings until such time
as acquired operations are integrated and producing revenue in excess of
operating expenses. There are no assurances that we will be able to raise the
required working capital on terms favorable, or that such working capital will
be available on any terms when needed.


11


Off-Balance Sheet
Transactions





There are no off balance sheet
items.





Capital Expenditures





We did not make any capital expenditures
in the fiscal year ending December 31, 2008.





The following table outlines payments
due under our significant contractual obligations over the periods shown,
exclusive of interest:





Payments Due by PeriodContract Obligations
                                                At December 31, 2008
                                              
                                              Total
                                              
                                              Less than
                                                1 Year
                                              
                                              1-3 years
                                              
                                              3-5 years
                                              
                                              More than
                                                5 yearsTotal Short Term
      Debt
                                              
                                              $
                                              25,000
                                              
                                              $
                                              25,000
                                              
                                              $
                                              
                                              
                                              $
                                              
                                              
                                              $
                                              —




The above table outlines our obligations
as of December 31, 2008 and does not reflect any changes in our obligations that
have occurred after that date.




ITEM 7A— QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not applicable.




ITEM 8— FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA





Our financial statements are included
following the signature page to this Form 10-K.





ITEM 9— CHANGES IN AND
DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE





None.




ITEM 9A— CONTROLS AND
PROCEDURES





We carried out an evaluation, under the
supervision and with the participation of our management, including our
Principal Executive Officer along with our Principal Financial Officer, of the
effectiveness of the design of the our disclosure controls and procedures (as
defined by Exchange Act Rule 13a-15(e) and 15d-15(e)) as of the end of our
fiscal year pursuant to Exchange Act Rule 13a-15. Based upon that
evaluation, our Principal Executive Officer along with our Principal Financial
Officer concluded that our disclosure controls and procedures are effective in
ensuring that information required to be disclosed by us in reports that we file
or submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission’s
rules and forms and that such information is accumulated and communicated to our
management, including our Principal Executive Officer and Principal Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosure.




Management’s Report
on Internal Control over Financial Reporting





Our management is responsible for
establishing and maintaining adequate internal control over financial reporting
as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under
the supervision and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, we conducted an evaluation
of the effectiveness of our internal control over financial reporting based on
criteria established in the framework inInternal
Control – Integrated Frameworkissued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on this evaluation,
our management concluded that our internal control over financial reporting was
effective as of December 31, 2008.


12


Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures
may deteriorate. All internal control systems, no matter how well designed, have
inherent limitations. Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation.





This annual report does not include an
attestation report of our registered public accounting firm regarding internal
control over financial reporting. Our management’s report was not subject to
attestation by our registered public accounting firm pursuant to temporary rules
of the Securities and Exchange Commission that permit us to provide only our
management’s report in this annual report.





Changes in Internal Control over
Financial Reporting





We have had very limited operations and
there were no changes in our internal controls over financial reporting that
occurred during the three months ended December 31, 2008 that have materially
affected, or are reasonably likely to materially affect, our internal controls
over financial reporting. We believe that a control system, no matter how well
designed and operated, cannot provide absolute assurance that the objectives of
the control system are met, and no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within any
company have been detected.




ITEM 9B— OTHER
INFORMATION





Subsequent toour fiscalyear end, on February 13, 2009, we
entered into a Management and Governance Consultant Agreement with Chamberlain
Capital Partners, an affiliated entity of our President (the “Consultant”),
whereby it was agreed that the Consultant would provide us with management and
consulting services for a monthly fee of $2,500. The term of the agreement is
twelve months and is subject to termination upon 30-day prior written notice by
either party.




Subsequent
to our fiscal year end, on March 3, 2009, we entered into a note purchase
agreement with a foreignaccredited
investor whereby we agreed to issue an unsecured convertible promissory note in
the principal amount of $200,000 and a warrant to purchase 800,000 shares of our
common stock. The outstanding balance under the note will bear interest at 6%
per annum and total outstanding principal and accrued interest is due on March
3, 2011. At any time prior to the repayment date, the holder may convert all or
a portion of the outstanding balance into shares of our common stock at a
conversion price of $0.25. The warrant is exercisable for a period of one year
at a price of $0.35 per share. We offered and sold our securities in reliance on
Section 506 of Regulation D and/or Regulation S of the Securities Act, and
comparable exemptions for sales to “accredited” investors under state securities
laws.





Subsequent toour fiscalyear end, on March 9, 2009, we completed an equity financing for2,250,000shares of common stockat $0.02 persharefor total proceeds of $45,000 to foreign
accredited investors. We offered and sold our securities in reliance on
Section 506 of Regulation D and/or Regulation S of the Securities
Act, and comparable exemptions for sales to “accredited” investors under state
securities laws.





Subsequent toour fiscalyear end, on March 9, 2009,we
offered certain debt holders the opportunity to convert all of their outstanding
debt into shares of our common stock at $0.02 per share. Eleven debt holders
opted to convert the aggregate sum of $165,082 into 8,254,088 shares. We offered
and sold our securities in reliance on Section 506 of Regulation D and/or
Regulation S of the Securities Act, and comparable exemptions for sales to
“accredited” investors under state securities laws.








PART III




ITEM 10— DIRECTORS,
EXECUTIVE OFFICERSAND CORPORATE
GOVERNANCE





Directors and Executive
Officers





The following table sets forth the names
and ages of our current directors and executive officers, the principal offices
and positions held by each person:





Person
            
            Age
            
            PositionJohn J.
    Lennon
            
            54
            
            Chairman of the Board; President,
      Chief Financial Officer and SecretaryRobert
    McIntosh
            
            48
            
            Director; Chief Operating
      Officer


13





John J. Lennon


Mr. Lennon became our President,
Chairman and Chief Financial Officer in February 2009.From May 30, 2008, Mr. Lennon has served
as Treasurer and VP of Finance of Brite-Strike Tactical Illumination Products,
Inc., President of LED Power Group, Inc. from December 2008, President of
Chamberlain Capital Partners from 2004, Director of American Durahomes from 2006
and Treasurer/Director/VP of Finance of US Starcom from 2005-2007. Chamberlain
Capital Partners assists companies in the area of maximizing shareholder value
through increased sales, cost reduction and refined business strategy. Mr.
Lennon has also assisted companies in obtaining debt financing, private
placements or other methods of funding. He is responsible for corporate
reporting, press releases, and funding related initiatives for American
Durahomes, a private corporation, and previously for US Starcom, a public
entity. On December 31, 2007, Mr. Lennon was appointed Chief Executive Officer,
President, Chief Financial Officer, Secretary, Treasurer and director of
Explortex Energy Inc., a publicly reporting company, which is a natural resource
exploration company engaged in the participation in drilling of oil and gas in
the United States. From 1987 to 2004, Mr. Lennon served as Senior Vice President
of Janney Montgomery Scott, Osterville, MA, Smith Barney and Prudential Bache
Securities, managing financial assets for high net worth individuals. Mr. Lennon
currently serves on the Board of Directors of Brite-Strike Tactical Illumination
Products, Inc. and LED Power Group, Inc.





Robert
McIntosh


Mr.
McIntosh became our Chief Operating Officer and a Director on our Board in March
2009.  Mr. McIntosh has been a businessman and consulting geologist
for the past 25 years.  He is experienced both as a resource
exploration geoscientist alongside noteworthy strengths in all facets of
corporate development. Since 1983 his career has taken him across the Americas
and abroad where he has been instrumental in the design, implementation,
execution and management of programs in the oil, gas, precious and base metals
segments of the resource sector. His skills encompass virtually every aspect of
oil & gas exploration, well completion and production techniques alongside a
diverse experience in project acquisition, negotiations, contracts, and project
divestitures within the petroleum industry. He has developed significant
expertise and industry contacts in his various roles across the publicly traded
market sector as well as with private junior E&P companies. Mr. McIntosh has
successfully assisted his clients and stakeholders in the U.S.A. and Canada on
projects that ultimately became producing properties where he has contributed in
full field exploitation programs with additional traditional and secondary forms
of drilling and completions, along with ongoing well site supervision aimed at
fully optimizing the overall asset.





Audit Committee Financial
Expert





Our Board of Directors has not
established a separate audit committee within the meaning of Section 3(a)(58)(A)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Instead, the entire Board of Directors acts as the audit committee within the
meaning of Section 3(a)(58)(B) of the Exchange Act. In addition, John J. Lennon
currently meets the definition of an "audit committee financial expert" within
the meaning of Item 407(d)(5) of Regulation S-K. Mr. Lennon is not an
independent director. We are seeking candidates for outside directors and for a
financial expert to serve on a separate audit committee when we establish one.
Due to our small size and limited operations and resources, it has been
difficult to recruit outside directors and financial
experts.





Compliance with Section 16(a) of the
Securities Exchange Act of 1934





Based solely upon a review of Forms 3, 4
and 5 delivered to us as filed with the Securities Exchange Commission, as of
December 31, 2008, our executive officers and directors, and persons who own
more than 10% of our Common Stock timely filed all required reports pursuant to
Section 16(a) of the Securities Exchange Act.





Code of Ethics





Given our limited operations and
resources and because we are in the development stage, we have not yet adopted a
code of ethics. Upon commencement of significant operations and hiring other
executive officers, we intend to adopt a code of ethics that will apply to all
our employees.


14





ITEM 11— EXECUTIVE
COMPENSATION





Summary Compensation





The summary compensation table below
shows certain compensation information for services rendered in all capacities
to us by our principal executive officer and by each other executive officer
whose total annual salary and bonus exceeded $100,000 during the fiscal periods
ended December 31, 2008 and December 31, 2007. Other than as set forth below, no
executive officer’s total annual compensation exceeded $100,000 during our last
fiscal period.





Summary Compensation
Table





Name and Principal Position (a)
                                              
                                              Year
                                                (b)
                                              
                                              Salary
                                                ($)
                                                (c)
                                              
                                              
                                              Bonus
                                                ($)
                                                (d)
                                              
                                              
                                              Stock
                                                Awards
                                                ($)
                                                (e)
                                              
                                              
                                              Option
                                                Awards
                                                ($)
                                                (f)
                                              
                                              
                                              Non
                                                Equity
                                                Incentive
                                                Plan
                                                Compensation
                                                ($)
                                                (g)
                                              
                                              
                                              Non-qualified
                                                Deferred
                                                Compensation
                                                Earnings
                                                ($)
                                                (h)
                                              
                                              
                                              All Other
                                                Compensaion
                                                ($)
                                                (i)
                                              
                                              
                                              Total
                                                ($)
                                                (j)John
      J. Lennon,
                                              
                                              2008
                                              
                                              $
                                              -0-
                                              
                                              
                                              $
                                              -0-
                                              
                                              
                                              $
                                              -0-
                                              
                                              
                                              $
                                              -0-
                                              
                                              
                                              
                                              -0-
                                              
                                              
                                              
                                              -0-
                                              
                                              
                                              $
                                              -0-
                                              
                                              
                                              $
                                              -0-Chairman
      of the Board, President, and Chief Financial Officer
      (2)
                                              
                                              2007
                                              
                                              $
                                              -0-
                                              
                                              
                                              $
                                              -0-
                                              
                                              
                                              $
                                              -0-
                                              
                                              
                                              $
                                              -0-
                                              
                                              
                                              
                                              -0-
                                              
                                              
                                              
                                              -0-
                                              
                                              
                                              $
                                              -0-
                                              
                                              
                                              $
                                              -0-Gregory
      Leigh Lyons
                                              
                                              2008
                                              
                                              $
                                              -0-
                                              
                                              
                                              $
                                              -0-
                                              
                                              
                                              $
                                              -0-
                                              
                                              
                                              $
                                              -0-
                                              
                                              
                                              
                                              -0-
                                              
                                              
                                              
                                              -0-
                                              
                                              
                                              $
                                              30,000-
                                              
                                              
                                              $
                                              30,000Former
      Chairman of the Board, President, and Chief Financial
      Officer(1)
                                              
                                              2007
                                              
                                              $
                                              -0-
                                              
                                              
                                              $
                                              -0-
                                              
                                              
                                              $
                                              -0-
                                              
                                              
                                              $
                                              -0-
                                              
                                              
                                              
                                              -0-
                                              
                                              
                                              
                                              -0-
                                              
                                              
                                              $
                                              2,500
                                              
                                              
                                              $
                                              2,500




(1)
            Mr. Lyons resigned all his
      positions with us on February 13, 2009.(2)
            Mr. Lennon became our President,
      Chairman and Chief Financial Officer on February 13,
      2009





Mr. Lennon did not incur any
compensation for the fiscal year ended December 31, 2008.  Mr. Lennon,
through his affiliate, Chamberlain Capital Partners, entered into a Management
and Governance Consultant Agreement with us on February 13, 2009, whereby he
agreed to provide us with management and governance consulting services,
including of liaising with our officers and employees concerning matters
relatingto the management
and corporate governance of our day to day operations, accounting, regulatory
compliance, marketing and investor relations issues. Our board of directors
approved the agreement and transaction on February 13, 2009.  In
consideration of services rendered, we agreed to payChamberlain Capital Partnersa fee in the amount of $2,500 per
month, together with applicable taxes and out-of-pocket expenses for specialized
services. The agreement is for a one year term commencing February 13, 2009 and
continuing until February 13, 2010 and is subject to termination upon 30 day
prior written notice by either party.





Mr. Lyons billed a total of $30,000 for
the fiscal year ended December 31, 2008 and $2,500 for the fiscal year ended
December 31, 2007 in accordance with a consulting agreement approved by the
board of directors on December 21, 2007, whereby Mr. Lyons, through his
affiliate, Sound Energy Advisors, LLC (“SEA”), agreed to provide uswith management and governance
consulting services, including of liaising with our officers and employees
concerning matters relatingto the management and corporate governance of our day to day operations,
accounting, regulatory compliance, marketing and investor relations
issues.  In consideration of services rendered, we agreed to pay SEA a
fee in the amount of $2,500 per month, together with applicable taxes and
out-of-pocket expenses for specialized services. The agreement is for a two year
term commencing December 1, 2007 and continuing until November 30, 2009 and is
subject to termination upon 30 day prior written notice by either party. The
agreement was terminated on February 13, 2009.


15


Director
Compensation





Our board of directors are reimbursed
for actual expenses incurred in attending Board meetings. There are no other
compensation arrangements with directors, and the directors did not receive any
compensation in the fiscal years ending December 31, 2008 and
2007.




ITEM 12— SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTAND RELATED
STOCKHOLDER MATTERS





The following table sets forth, as of
April 10, 2009, the number and percentage of outstanding shares of our common
stock owned by (i) each person known to us to beneficially own more than 5% of
our outstanding common stock, (ii) each director, (iii) each named executive
officer, and (iv) all executive officers and directors as a group. Share
ownership is deemed to include all shares that may be acquired through the
exercise or conversion of any other security immediately or within sixty days of
April 10, 2009. Such shares that may be so acquired are also deemed outstanding
for purposes of calculating the percentage of ownership for that individual or
any group of which that individual is a member. Unless otherwise indicated, the
stockholders listed possess sole voting and investment power with respect to the
shares shown.




Name and Address
                          of Beneficial Owner
                        
                        Title of Class
                        
                        Amount and Nature
                          of Beneficial
                          Ownership of
                          Common Stock(1)
                        
                        Percentage of
                          Common Stock
                          Outstanding(1)John J. Lennon
                          104 Swallow Hill
      Drive
                          Barnstable,
      Massachusetts
                        
                        Common
                        
                        
                        -
                        
                        -Gregory
      Leigh Lyons
                          Suite
      225 - 225 Marine Drive
                          Blaine,
      WA 98230
                        
                        Common
                        
                        
                        -
                        
                        -All Executive Officers and
      Directors as a Group (1 person)
                        
                        Common
                        
                        
                        -
                        
                        -




(1)
            Based upon information furnished
      to us by the directors and executive officers or obtained from our stock
      transfer books showing21,369,107shares of common stock
      outstanding as of April 10, 2009. We are informed that these persons hold
      the sole voting and dispositive power with respect to the common stock
      except as noted herein. For purposes of computing “beneficial ownership”
      and the percentage of outstanding common stock held by each person or
      group of persons named above as of April 10, 2009, any security which such
      person or group of persons has the right to acquire within 60 days after
      such date is deemed to be outstanding for the purpose of computing
      beneficial ownership and the percentage ownership of such person or
      persons, but is not deemed to be outstanding for the purpose of computing
      the percentage ownership of any other
  person.





ITEM 13— CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE





On March 15, 2009 we entered into a
business consultant agreement with Robert McIntosh, our Chief Operating Officer
and director, whereby it was agreed that Mr. McIntosh will provide us with
corporate management consulting services for a monthly fee of
$15,000.  The term of the agreement is twelve months and is subject to
termination upon 30 days prior written notice by either
party.


16





ITEM 14— PRINCIPAL
ACCOUNTANT FEES AND SERVICES




The
following table shows the fees paid or accrued by us for the audit and other
services provided by Berkovits
& Company, LLP for the fiscal periods shown.





December 31, 2008
                  
                  
                  December 31, 2007Audit
      Fees
                  
                  $
                  16,950
                  
                  
                  $
                  0Audit
      — Related Fees
                  
                  
                  0
                  
                  
                  
                  0Tax
      Fees
                  
                  
                  0
                  
                  
                  
                  0All
      Other Fees
                  
                  
                  0
                  
                  
                  
                  0Total
                  
                  $
                  16,950
                  
                  
                  $
                  0





The
following table shows the fees paid or accrued by us for the audit and other
services provided by Weaver &
Martin, LLC for the fiscal periods shown.





December 31, 2008
                    
                    
                    December 31, 2007Audit
      Fees
                    
                    $
                    6,000
                    
                    
                    $
                    0Audit
      — Related Fees
                    
                    
                    0
                    
                    
                    
                    0Tax
      Fees
                    
                    
                    0
                    
                    
                    
                    0All
      Other Fees
                    
                    
                    0
                    
                    
                    
                    0Total
                    
                    $
                    0
                    
                    
                    $
                    0





Audit
fees consist of fees billed for professional services rendered for the audit of
our financial statements and review of the interim financial statements included
in quarterly reports and services that are normally provided by the above
auditors in connection with statutory and regulatory fillings or
engagements.





In the
absence of a formal audit committee, the full Board of Directors pre-approves
all audit and non-audit services to be performed by the independent registered
public accounting firm in accordance with the rules and regulations promulgated
under the Securities Exchange Act of 1934, as amended. The Board of Directors
pre-approved 100% of the audit, audit-related and tax services performed by the
independent registered public accounting firm in fiscal 2008.  The
percentage of hours expended on the principal accountant's engagement to audit
the Company's financial statements for the most recent fiscal year that were
attributed to work performed by persons other than the principal accountant's
full-time, permanent employees was 0%.





PART IV





ITEM 15—
EXHIBITSAND FINANCIAL
STATEMENT SCHEDULES





Exhibit
    Number
            
            Name3.1(1)
            
            
            Amended and Restated Articles of
      Incorporation4.1(2)
            
            
            1998 Directors and Officers Option
      Plan4.2(3)
            
            
            Amended 1998 Key Personnel
      Compensation Plan4.3(4)
            
            
            2000 Stock Option
      Plan4.4(5)
            
            
            2001 Stock Option
      Plan10.1(6)
            
            
            Sale Agreement between Wolf
      Industries Inc. and Gorda Technology Holdings
    Limited10.2(6)
            
            
            License Agreement between Wolf
      Industries Inc. and Andrew Engineering Inc., et
  al10.3(7)
            
            
            Asset Purchase Agreement between
      Wolf Industries Inc. and Andrew Engineering
  Inc.


17





10.4(7)
              
              
              Agreement between Wolf Industries
      Inc., Andrew Engineering Inc., Andrew Rawicz and GPT
      Management10.5(8)
              
              
              Letter of Intent with Galloway
      Financial Services10.6(8)
              
              
              Letter Agreement with Dancing Star
      Resources10.7(8)
              
              
              Assignment of Lease with Exor Oil
      Company, LLC10.8(9)
              
              
              Loan Agreement with VCF Capital
      Corp.10.9(9)
              
              
              Form of Securities Purchase
      Agreement10.10(10)
              
              
              Management and Governance
      Consultant Agreement with Sound Energy Advisors,
  LLC10.11
              
              
              Management and Governance
      Consultant Agreement with Chamberlain Capital
    Partners10.12
              
              
              Business Consultant Agreement with
      Bakerview Investor Relations, Inc.10.13(12)
              
              
              Management and Governance
      Consultant Agreement with Robert McIntosh10.14(13)
              
              
              Participation Agreement with
      Archer Exploration, Inc.16(11)
              
              
              Letter from Berkovits &
      Company, LLP31.1
              
              
              Rule 13(a) — 14(a)/15(d) — 14(a)
      Certification (Principal Executive Officer)31.2
              
              
              Rule 13(a) — 14(a)/15(d) — 14(a)
      Certification (Principal Financial Officer)32
              
              
              Section 1350
      Certifications





Footnotes to Exhibits
Index





(1)
            Incorporated by reference to Form
      10-SB12G dated June 19,
1997.





(2)
            Incorporated by reference to Form
      S-8 dated September 10,
1998.





(3)
            Incorporated by reference to Form
      S-8 dated December 9, 1998.





(4)
            Incorporated by reference to Form
      S-8 dated October 20,
2000.


18





(5)
            Incorporated by reference to Form
      S-8 dated October 2, 2001.





(6)
            Incorporated by reference to Form
      10-QSB for the period ended March 31,
  1998.





(7)
            Incorporated by reference to Form
      10-QSB for the period ended June 30,
  1999.





(8)
            Incorporated by reference to Form
      10-QSB for the period ended September 30,
  2001.





(9)
            Incorporated by reference to Form
      10-KSB for the year ended December 31,
  2006.





(10)
            Incorporated by reference to Form
      10-KSB for the year ended December 31,
  2007.





(11)
            Incorporated by reference to Form
      8-K dated March 23, 2009.(12)
            Incorporated by reference to Form
      8-K dated March 27, 2009.





(13)
            Incorporated by reference to Form
      8-K dated April 10,
2009.


19





SIGNATURES





In accordance with Section 13 or 15(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.





AMERICAN
PETRO-HUNTER, INC.





Dated: April 15,
      2009
            /s/ John J.
      LennonBy: John J.
      LennonIts: President, Chief Financial
      Officer and Chairman of theBoard (Principal Executive
      Officer)Dated: April 15,
      2009
            /s/ John J.
      LennonBy: John J.
      LennonIts: President, Chief Financial
      Officer and Chairman ofthe Board (Principal Financial Officer and Principal Accounting
              Officer)





Pursuant to requirements of the
Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated:





Signature
            
            Capacity
            
            Date/s/ John J.
      Lennon
            
            Director
            
            April
      15, 2009John
      J. Lennon


20





AMERICAN
PETRO-HUNTER INC.


(A
Development Stage Company)




FINANCIAL
STATEMENTS




DECEMBER
31, 2008 AND 2007


(Stated
in U.S. Dollars)




American
Petro-Hunter Inc.


Index
to Financial Statements


December
31, 2008





INDEX





PageIndependent
      Registered Public Accounting Firms’ Reports
              
              F-2
      to F-3Financial
      StatementsBalance
      Sheets as of December 31, 2008 and 2007
              
              F-4Statements
      of Operations for the years ended December 31, 2008 and 2007 and for the
      period from January 24, 1996 (inception) to December 31,
    2008
              
              F-5Statements
      of Changes in Stockholders’ Deficit for the period from January 24, 1996
      (inception) through December 31, 2008
              
              F-7Statements
      of Cash Flows for the years ended December 31, 2008 and 2007 and for the
      period from January 24, 1996 (inception) to December 31,
    2008
              
              F-6Notes
      to Financial Statements
              
              F-9 to F-16









REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




We have
audited the accompanying balance sheet of American Petro-Hunter, Inc. (“the
Company”) (a development stage company) as of December 31, 2007 and the related
statements of operations, changes in stockholders’ deficit and cash flows for
the year then ended. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audit. Our opinion on the statements of
operations, changes in stockholders’ deficit and cash flows for the period from
January 24, 1996 (inception) to December 31, 2007 insofar as it relates to
amounts for periods prior to January 1, 2007 is based on the reports of other
auditors.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of American Petro-Hunter, Inc. as of
December 31, 2007, and the results of its operations and its cash flows for the
year then ended in conformity with accounting principles generally accepted in
the United States.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company’s dependence on outside financing, lack of sufficient
working capital, and recurring losses raise substantial doubt about the
Company’s ability to continue as a going concern. Management’s plans are
described in Note 1 to the financial statements. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty





/s/
Berkovits & Company, LLP





Ft.
Lauderdale, Florida


April 3,
2008





F-2




To the
Board of Directors and Stockholders


American
Petro-Hunter, Inc.





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





We have
audited the accompanying balance sheet of American Petro-Hunter, Inc. (A
Development Stage Company) as of December 31, 2008 and the related statements of
operations, stockholders’ deficit, and cash flows for the year then
ended.  American Petro-Hunter, Inc.’s management is responsible for
these financial statements.  Our responsibility is to express an
opinion on these financial statements based on our audit.  Our opinion
on the statement of operations, changes in stockholders’ deficit and cash flows
for the period from January 24, 1996 (inception) to December 31, 2008 insofar as
it relates to amounts for periods prior to January 1, 2008 is based on the
reports of other auditors.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion. Our audit of the financial statements includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis
for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of American Petro-Hunter, Inc. as of
December 31, 2008 and the results of its operations, stockholders’ deficit, and
cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has suffered recurring losses from operations and is
dependent upon the continued sale of its securities or obtaining debt financing
for funds to meet its cash requirements. These factors raise substantial doubt
about the Company’s ability to continue as a going concern.  The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.








/s/
Weaver & Martin, LLC





Weaver
& Martin, LLC


Kansas
City, Missouri


April 15,
2009




F-3




American
Petro-Hunter Inc.


(A
Development Stage Company)


Balance
Sheets


(Expressed
in U.S. Dollars)




As at 31
                                December 2008
                              
                              
                              As at 31
                                December 2007$
                              
                              
                              $AssetsCash
                              
                              
                              136
                              
                              
                              
                              6,207Taxes
      recoverable
                              
                              
                              2,003
                              
                              
                              
                              2,4842,139
                              
                              
                              
                              8,691LiabilitiesCurrentAccounts
      payable and accrued liabilities
                              
                              
                              223,770
                              
                              
                              
                              222,691Due
      to related parties (Note 4)
                              
                              
                              123,877
                              
                              
                              
                              138,900Note
      payable (Note 5)
                              
                              
                              25,000
                              
                              
                              
                              25,000Loan
      guarantee (Note 6)
                              
                              
                              83,293
                              
                              
                              
                              103,224455,940
                              
                              
                              
                              489,815Stockholders’
      deficiencyCommon
      stock (Note 7)200,000,000
      voting shares, par value $0.001 authorized;10,065,019
      and 8,265,019 shares issued and outstanding at31
      December 2008 and 2007, respectively
                              
                              
                              10,065
                              
                              
                              
                              8,265Common
      stock to be issued, 800,000 and 1,200,000 shares at31
      December 2008 and 2007, respectively
                              
                              
                              40,000
                              
                              
                              
                              60,000Additional
      paid-in capital
                              
                              
                              3,124,328
                              
                              
                              
                              3,036,128Accumulated
      comprehensive loss
                              
                              
                              (8,114
                              )
                              
                              
                              (89,260
                              )Deficit
      accumulated during the development stage
                              
                              
                              (3,620,080
                              )
                              
                              
                              (3,496,257
                              )(453,801
                              )
                              
                              
                              (481,124
                              )2,139
                              
                              
                              
                              8,691




The
accompanying notes are an integral part of these financial
statements.




F-4




American
Petro-Hunter Inc.


(A
Development Stage Company)


Statements
of Operations


(Expressed
in U.S. Dollars)





For the
                            year ended
                            31
                            December
                            2008
                          
                          
                          For the
                            year ended
                            31
                            December
                            2007
                          
                          
                          For the period
                            from the date
                            of inception on
                            24 January
                            1996 to 31
                            December
                            2008$
                          
                          
                          $
                          
                          
                          $Revenues
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -ExpensesGeneral
      and administrative
                          
                          
                          121,423
                          
                          
                          
                          92,554
                          
                          
                          
                          1,756,291Executive
      compensation (Note 4)
                          
                          
                          -
                          
                          
                          
                          15,000
                          
                          
                          
                          399,488Finders’
      fees
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          48,000Rent
                          
                          
                          2,400
                          
                          
                          
                          -
                          
                          
                          
                          59,298Research
      and development
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          566,875Net
      loss before other items
                          
                          
                          (123,823
                          )
                          
                          
                          (107,554
                          )
                          
                          
                          (2,834,752
                          )Other
      itemsWrite-off
      loans and advances
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (327,451
                          )Loss
      from discontinued operations
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (365,519
                          )Loss
      from loan guarantee
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (84,858
                          )Write-down
      of investments
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (7,500
                          )Net
      loss for the period
                          
                          
                          (123,823
                          )
                          
                          
                          (107,554
                          )
                          
                          
                          (3,620,080
                          )Other
      comprehensive gain (loss)Foreign
      currency translation gain (loss)
                          
                          
                          81,146
                          
                          
                          
                          (49,031
                          )
                          
                          
                          (8,114
                          )Comprehensive
      loss
                          
                          
                          (42,677
                          )
                          
                          
                          (156,585
                          )
                          
                          
                          (3,628,194
                          )Basic
      and diluted loss per common share
                          
                          
                          (0.013
                          )
                          
                          
                          (0.013
                          )Weighted
      average number of common shares usedin
      per share calculations
                          
                          
                          9,327,295
                          
                          
                          
                          8,265,019




The
accompanying notes are an integral part of these financial
statements.




F-5




American
Petro-Hunter Inc.


(A
Development Stage Company)


Statements
of Cash Flows


(Expressed
in U.S. Dollars)





For the
                            year ended
                            31
                            December
                            2008
                          
                          
                          For the
                            year ended
                            31
                            December
                            2007
                          
                          
                          For the period
                            from the date
                            of inception on
                            24 January
                            1996 to 31
                            December
                            2008$
                          
                          
                          $
                          
                          
                          $Cash
      flows used in operating activitiesNet
      loss for the period
                          
                          
                          (123,823
                          )
                          
                          
                          (107,554
                          )
                          
                          
                          (3,254,561
                          )Adjustments
      to reconcile net loss to net cash used inoperating
      activities:Accrued
      interest on note payable
                          
                          
                          2,959
                          
                          
                          
                          2,959
                          
                          
                          
                          3,559Share
      purchase warrants issued
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          80,000(Gain)
      loss from loan guarantee
                          
                          
                          (19,931
                          )
                          
                          
                          14,694
                          
                          
                          
                          83,293Shares
      issued for services rendered
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          992,558Stock
      purchase warrants issued for finders’ fee
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          48,000Write
      down of investment in AEI Trucolor
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          7,500Changes
      in operating assets and liabilities(Increase)
      decrease in taxes recoverable
                          
                          
                          481
                          
                          
                          
                          (579
                          )
                          
                          
                          (2,003
                          )Increase
      (decrease) in accounts payable and accrued liabilities
                          
                          
                          (1,880
                          )
                          
                          
                          33,205
                          
                          
                          
                          1,837,048Increase
      (decrease) in due to related parties
                          
                          
                          (15,023
                          )
                          
                          
                          31,730
                          
                          
                          
                          16,707(157,217
                          )
                          
                          
                          (25,545
                          )
                          
                          
                          (187,899
                          )Cash
      flows from financing activitiesPurchase
      of common shares
                          
                          
                          30,000
                          
                          
                          
                          -
                          
                          
                          
                          30,000Proceeds
      from subscriptions
                          
                          
                          40,000
                          
                          
                          
                          60,000
                          
                          
                          
                          602,400Proceeds
      from note payable
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          25,000Share
      issue costs
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (95,732
                          )70,000
                          
                          
                          
                          60,000
                          
                          
                          
                          561,668Cash
      flows used in discontinued operations
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (365,519
                          )Foreign
      currency translation effect on cash
                          
                          
                          81,146
                          
                          
                          
                          (49,031
                          )
                          
                          
                          (8,114
                          )Increase
      (decrease) in cash
                          
                          
                          (6,071
                          )
                          
                          
                          (14,576
                          )
                          
                          
                          136Cash,
      beginning of period
                          
                          
                          6,207
                          
                          
                          
                          20,783
                          
                          
                          
                          -Cash,
      end of period
                          
                          
                          136
                          
                          
                          
                          6,207
                          
                          
                          
                          136Supplemental
      Disclosures with Respect to Cash Flows (Note 9)




The
accompanying notes are an integral part of these financial
statements.




F-6




American
Petro-Hunter Inc.


(A
Development Stage Company)


Statements
of Changes in Stockholders’ Deficit


(Expressed
in U.S. Dollars)


Number of
                        shares issued
                      
                      
                      Common
                        stock
                      
                      
                      Additional
                        paid-in
                        capital
                      
                      
                      Deferred
                        compensation
                      
                      
                      Common
                        stock to
                        be issued
                      
                      
                      Deficit
                          accumulated
                          during the
                        development
                        stage
                      
                      
                      Accumulated
                        comprehensive
                        gain (loss)
                      
                      
                      Stockholders’
                        Equity
                        (Deficiency)$
                      
                      
                      $
                      
                      
                      $
                      
                      
                      $
                      
                      
                      $
                      
                      
                      $
                      
                      
                      $Share
      issue for cash, net ofissue
      costs
                      
                      
                      10,497,300
                      
                      
                      
                      10,497
                      
                      
                      
                      296,833
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      307,330Net
      income
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      4,856
                      
                      
                      
                      -
                      
                      
                      
                      4,856Balance
      at 31 December 1996
                      
                      
                      10,497,300
                      
                      
                      
                      10,497
                      
                      
                      
                      296,833
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      4,856
                      
                      
                      
                      -
                      
                      
                      
                      312,186Share
      issued for cash, net ofissue
      cost
                      
                      
                      187,416
                      
                      
                      
                      187
                      
                      
                      
                      46,850
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      47,037Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (96,386
                      )
                      
                      
                      -
                      
                      
                      
                      (96,386
                      )Unrealized
      foreign exchange
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      8,258
                      
                      
                      
                      8,258GainBalance
      at 31 December 1997
                      
                      
                      10,684,716
                      
                      
                      
                      10,684
                      
                      
                      
                      343,683
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (91,530
                      )
                      
                      
                      8,258
                      
                      
                      
                      271,095Stock
      reverse split 3:1
                      
                      
                      (7,123,094
                      )
                      
                      
                      (7,123
                      )
                      
                      
                      7,123
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Shares
      issued
                      
                      
                      7,773,026
                      
                      
                      
                      7,773
                      
                      
                      
                      1,980,833
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,988,606Unrealized
      foreign exchangeLoss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (8,258
                      )
                      
                      
                      (8,258
                      )Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (1,798,830
                      )
                      
                      
                      -
                      
                      
                      
                      (1,798,830
                      )Balance
      at 31 December 1998
                      
                      
                      11,334,648
                      
                      
                      
                      11,334
                      
                      
                      
                      2,331,639
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (1,890,360
                      )
                      
                      
                      -
                      
                      
                      
                      452,6131998
      issuance cancelled
                      
                      
                      (4,800,000
                      )
                      
                      
                      (4,800
                      )
                      
                      
                      (1,339,200
                      )
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (1,344,000
                      )Share
      issue costs
                      
                      
                      500,000
                      
                      
                      
                      500
                      
                      
                      
                      85,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      85,500Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (307,331
                      )
                      
                      
                      -
                      
                      
                      
                      (307,331
                      )Balance
      at 31 December 1999
                      
                      
                      7,034,648
                      
                      
                      
                      7,034
                      
                      
                      
                      1,077,439
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (2,197,691
                      )
                      
                      
                      -
                      
                      
                      
                      (1,113,218
                      )Share
      issued
                      
                      
                      4,435,570
                      
                      
                      
                      -
                      
                      
                      
                      1,083,791
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,083,791Finders’
      fees
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      48,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      48,000Share
      purchase warrants
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      80,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      80,000Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (547,097
                      )
                      
                      
                      -
                      
                      
                      
                      (547,097
                      )Balance
      at 31 December 2000
                      
                      
                      11,470,218
                      
                      
                      
                      7,034
                      
                      
                      
                      2,289,230
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (2,744,788
                      )
                      
                      
                      -
                      
                      
                      
                      (448,524
                      )Stock
      reverse split 10:1
                      
                      
                      (10,323,196
                      )
                      
                      
                      (5,887
                      )
                      
                      
                      5,887
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Share
      issued
                      
                      
                      4,253,617
                      
                      
                      
                      4,254
                      
                      
                      
                      552,106
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      556,360Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (297,352
                      )
                      
                      
                      -
                      
                      
                      
                      (297,352
                      )Balance
      at 31 December 2001
                      
                      
                      5,400,639
                      
                      
                      
                      5,401
                      
                      
                      
                      2,847,223
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (3,042,140
                      )
                      
                      
                      -
                      
                      
                      
                      (189,516
                      )Share
      issued
                      
                      
                      220,000
                      
                      
                      
                      220
                      
                      
                      
                      21,780
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      22,000Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (29,664
                      )
                      
                      
                      -
                      
                      
                      
                      (29,664
                      )Balance
      at 31 December 2002
                      
                      
                      5,620,639
                      
                      
                      
                      5,621
                      
                      
                      
                      2,869,003
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (3,071,804
                      )
                      
                      
                      -
                      
                      
                      
                      (197,180
                      )Share
      issued
                      
                      
                      430,000
                      
                      
                      
                      430
                      
                      
                      
                      25,370
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      25,800Other
      comprehensive loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      17,920
                      
                      
                      
                      (17,920
                      )
                      
                      
                      -Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (57,652
                      )
                      
                      
                      -
                      
                      
                      
                      (57,652
                      )Balance
      at 31 December 2003
                      
                      
                      6,050,639
                      
                      
                      
                      6,051
                      
                      
                      
                      2,894,373
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (3,111,536
                      )
                      
                      
                      (17,920
                      )
                      
                      
                      (229,032
                      )Share
      issued for servicesrendered
                      
                      
                      475,000
                      
                      
                      
                      475
                      
                      
                      
                      56,525
                      
                      
                      
                      (3,226
                      )
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      53,774Other
      comprehensive loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (9,773
                      )
                      
                      
                      (9,773
                      )Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (134,058
                      )
                      
                      
                      -
                      
                      
                      
                      (134,058
                      )Balance
      at 31 December 2004
                      
                      
                      6,525,639
                      
                      
                      
                      6,526
                      
                      
                      
                      2,950,898
                      
                      
                      
                      (3,226
                      )
                      
                      
                      -
                      
                      
                      
                      (3,245,594
                      )
                      
                      
                      (27,693
                      )
                      
                      
                      (319,089
                      )Shares
      issued for services
                        rendered
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      3,226
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      3,226Share
      issued for cash
                      
                      
                      1,739,380
                      
                      
                      
                      1,739
                      
                      
                      
                      85,230
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      86,969Other
      comprehensive loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (6,156
                      )
                      
                      
                      (6,156
                      )Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (70,711
                      )
                      
                      
                      -
                      
                      
                      
                      (70,711
                      )Balance
      at 31 December 2005
                      
                      
                      8,265,019
                      
                      
                      
                      8,265
                      
                      
                      
                      3,036,128
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (3,316,305
                      )
                      
                      
                      (33,849
                      )
                      
                      
                      (305,761
                      )Other
      comprehensive loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (6,380
                      )
                      
                      
                      (6,380
                      )Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (72,398
                      )
                      
                      
                      -
                      
                      
                      
                      (72,398
                      )Balance
      at 31 December 2006
                      
                      
                      8,265,019
                      
                      
                      
                      8,265
                      
                      
                      
                      3,036,128
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (3,388,703
                      )
                      
                      
                      (40,229
                      )
                      
                      
                      (384,539
                      )




The
accompanying notes are an integral part of these financial
statements.




F-7




American
Petro-Hunter Inc.


(A
Development Stage Company)


Statements
of Changes in Stockholders’ Deficit


(Expressed
in U.S. Dollars)





Number of
                      shares issued
                    
                    
                    Common
                      stock
                    
                    
                    Additional
                      paid-in
                      capital
                    
                    
                    Deferred
                      compensation
                    
                    
                    Common
                      stock to
                      be issued
                    
                    
                    Deficit
                      accumulated
                      during the
                      development
                      stage
                    
                    
                    Accumulated
                      comprehensive
                      gain (loss)
                    
                    
                    Stockholders’
                      Equity
                      (Deficit)$
                    
                    
                    $
                    
                    
                    $
                    
                    
                    $
                    
                    
                    $
                    
                    
                    $
                    
                    
                    $Balance
      at 31 December 2006
                    
                    
                    8,265,019
                    
                    
                    
                    8,265
                    
                    
                    
                    3,036,128
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (3,388,703
                    )
                    
                    
                    (40,229
                    )
                    
                    
                    (384,539
                    )Other
      comprehensive loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (49,031
                    )
                    
                    
                    (49,031
                    )Share
      subscription received in advance
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    60,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    60,000Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (107,554
                    )
                    
                    
                    -
                    
                    
                    
                    (107,554
                    )Balance
      at 31 December 2007
                    
                    
                    8,265,019
                    
                    
                    
                    8,265
                    
                    
                    
                    3,036,128
                    
                    
                    
                    -
                    
                    
                    
                    60,000
                    
                    
                    
                    (3,496,257
                    )
                    
                    
                    (89,260
                    )
                    
                    
                    (481,124
                    )Share
      issued for subscription received in 2007
                    
                    
                    1,200,000
                    
                    
                    
                    1,200
                    
                    
                    
                    58,800
                    
                    
                    
                    -
                    
                    
                    
                    (60,000
                    )
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Common
      stock sold at $0.05 per share
                    
                    
                    600,000
                    
                    
                    
                    600
                    
                    
                    
                    29,400
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    30,000Share
      subscription received in 2008
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    40,000
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    40,000Other
      comprehensive gain
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    81,146
                    
                    
                    
                    81,146Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (123,823
                    )
                    
                    
                    -
                    
                    
                    
                    (123,823
                    )Balance
      at 31 December 2008
                    
                    
                    10,065,019
                    
                    
                    
                    10,065
                    
                    
                    
                    3,124,328
                    
                    
                    
                    -
                    
                    
                    
                    40,000
                    
                    
                    
                    (3,620,080
                    )
                    
                    
                    (8,114
                    )
                    
                    
                    (453,801
                    )




The
accompanying notes are an integral part of these financial
statements.




F-8


American
Petro-Hunter Inc.
 (A
Development Stage Company)
 Notes to
Financial Statements
 (Expressed
in U.S. Dollars)
 31 December
2008
 
 1.
              Nature
      and Continuance of Operations
 
 American
Petro-Hunter Inc. (the “Company”) was incorporated in the State of Nevada on 24
January 1996 as Wolf Exploration Inc. On 17 March 1997, Wolf Exploration Inc.
changed its name to Wolf Industries Inc.; on 21 November 2000, changed its name
to Travelport Systems Inc., and on 17 August 2001, changed its name to American
Petro-Hunter Inc. The Company’s business offices are located in Blaine,
Washington, USA.
 
 The
Company is evaluating the acquisition of certain natural resource projects with
the intent of developing such projects. The Company focus is currently in
locating and assessing potential acquisition targets, including real property,
oil and gas companies.
 
 These
financial statements have been prepared in accordance with the United States
generally accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and the satisfaction of liabilities and
commitments in the normal course of business. The Company is at development
stage and has no revenue, has limited asset and has accumulated deficit and
comprehensive losses during the development period of $3,628,194 and requires
additional funds to maintain its operations. Management’s plan in this regard is
to raise equity financing as required. There can be no assurance that sufficient
funding will be obtained. The foregoing matters raise substantial doubt about
the Company’s ability to continue as a going concern. The financial statements
do not include any adjustments relating to the recoverability and classification
of recorded assets, or the amounts of and classification of liabilities that
might be necessary in the event the Company cannot continue in
existence.
 
 2.
              Significant
      Accounting Policies
 
 The
following is a summary of significant accounting policies used in the
preparation of these financial statements.
 
 Principles
of accounting
 
 These
financial statements are stated in United States dollars (“U.S. dollars”) and
have been prepared in accordance with accounting principles generally accepted
in the United States of America (“GAAP”).
 
 Foreign currency
translation
 
 The
Company’s functional currency is the Canadian dollar and its reporting currency
is the U.S. dollar. Assets and liabilities denominated in foreign currencies are
translated to U.S. dollars in accordance with Statement of Financial Accounting
Standards (“SFAS”) No. 52 “Foreign Currency
Translation” using the exchange rate in effect at the balance sheet date.
Revenues and expenses are translated at rates approximating exchange rates in
effect at the time of the transactions. Certain translation adjustments are
reported as a separate component of stockholders’ deficit, whereas gains or
losses resulting from foreign currency transactions are included in the results
of operations.
  F-9
  American
Petro-Hunter Inc.
 (A
Development Stage Company)
 Notes to
Financial Statements
 (Expressed
in U.S. Dollars)
 31 December
2008
 
 2.  Significant
Accounting Policies (Cont’)
 
 Income
taxes
 
 The
Company adopted the SFAS No. 109, “Accounting for Income
Taxes”.  Pursuant to SFAS No. 109, deferred income tax assets
and liabilities are computed for differences between the financial statement
carrying amounts and the respective tax bases.  Deferred tax assets
and liabilities are measured using enacted or substantially enacted tax rates
expected to apply to the taxable income in the periods in which those
differences are expected to affect taxable income.  Valuation
allowances are established when necessary to reduce deferred income tax assets
to the amount expected to be realized.
 
 Potential
benefits of net operating losses have not been recognized in the financial
statements because the Company cannot be assured that it will utilize the net
operating losses carry-forwards in future years.
 
 Use of estimates
 
 The
preparation of financial statements, in conformity with accounting principles
generally accepted in the United States, requires management to make estimates
and assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
 
 Stock-based compensation
 
 Effective
1 December 2006, the Company adopted the provisions of SFAS No. 123R, "Share-Based Payment,"("SFAS
123R"), which establishes standards for the accounting for transactions in which
an entity incurs liabilities in exchange for goods or services that are based on
the fair value of the entity's equity instruments or that may be settled by the
issuance of those equity instruments.
 
 The
Company has not granted stock options in exchange for services during the years
ended 31 December 2008 and 2007.
 
 Net
loss per share
 
 The
Company computes net income (loss) per share in accordance with SFAS No. 128,
“Earnings per share”
which requires presentation of both basic and diluted earnings per share (“EPS”)
on the ace of the income statement. Basic EPS is computed by dividing net income
(loss) available to common shareholders by the weighted average number of common
shares outstanding during the year. Diluted EPS gives effect to all dilutive
potential common shares outstanding during the period using the treasury stock
method. Common stock equivalents were not included in the calculation of diluted
loss per share as their effect would be anti-dilutive.
  F-10
  American
Petro-Hunter Inc.
 (A
Development Stage Company)
 Notes to
Financial Statements
 (Expressed
in U.S. Dollars)
 31 December
2008
 
 2.  Significant
Accounting Policies (Cont’)
 
 Financial
instruments
 
 The
Company’s financial instruments consist of cash, taxes recoverable, accounts
payable and accrued liabilities, due to related parties, note payable and loan
guarantee. Unless otherwise noted, it is management’s opinion that the Company
is not exposed to significant interest, or credit risks arising form these
financial instruments. The fair values of these financial instruments
approximate their carrying values because of their relatively short-term
maturities.
 
 The
Company operates outside of the United States of America and is exposed to
foreign currency risk due to the fluctuation between the currency in which the
Company operates in and the U.S. dollars.
 
 Reclassifications
 
 Certain
comparative figures have been reclassified to conform to the current period’s
presentation.
 
 3.
              Recent
      Accounting Pronouncements
 
 The
following recent accounting pronouncements are disclosed as they may be
applicable to the Company’s operations and could have an impact on the Company’s
financial statements:
 
 In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts – an interpretation of FASB Statement No.
60”.  SFAS No. 163 provides enhanced guidance on the
recognition and measurement to be used to account for premium revenue and claim
liabilities and related disclosures and is limited to financial guarantee
insurance (and reinsurance) contracts, issued by enterprises included within the
scope of FASB Statement No. 60, “Accounting and Reporting by
Insurance Enterprises”.  SFAS No. 163 also requires that an
insurance enterprise recognize a claim liability prior to an event of default
when there is evidence that credit deterioration has occurred in an insured
financial obligation.  SFAS No. 163 is effective for financial
statements issued for fiscal years and interim periods beginning after 15
December 2008, with early application not permitted.  The Company does
not expect SFAS No. 163 to have an impact on its financial
statements.
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles”. SFAS No. 162 is intended to improve financial
reporting by identifying a consistent framework, or hierarchy, for selecting
accounting principles to be used in preparing financial statements that are
presented in conformity with GAAP for nongovernmental entities.  Prior
to the issuance of SFAS No. 162, GAAP hierarchy was defined in the American
Institute of Certified Public Accountants (“AICPA”) Statement on Auditing
Standards No. 69, “The Meaning
of Present Fairly in Conformity with Generally Accepted Accounting
Principles”.  SAS No. 69 has been criticized because it is
directed to the auditor rather than the entity.  SFAS No. 162
addresses these issues by establishing that the GAAP hierarchy should be
directed to entities because it is the entity, not its auditor, that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP.  SFAS No. 162 is effective 60
days following the SEC’s approval of the Public Company Accounting Oversight
Board Auditing amendments to AU Section 411, The Meaning of Present Fairly in
Conformity with Generally Accepted Accounting Principles.  The Company
does not expect SFAS 162 to have a material effect on its financial
statements.
  F-11
  American
Petro-Hunter Inc.
 (A
Development Stage Company)
 Notes to
Financial Statements
 (Expressed
in U.S. Dollars)
 31 December
2008
 
 3.
              Recent Accounting
      Pronouncements (Cont’)
 
 In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities – an amendment of FASB Statement No.
133”.  SFAS No. 161 is intended to improve transparency in
financial reporting by requiring enhanced disclosures of an entity’s derivative
instruments and hedging activities and their effects on the entity’s financial
position, financial performance, and cash flows.  SFAS No. 161 applies
to all derivate instruments within the scope of SFAS No. 133, “Accounting for Derivative
Instruments and Hedging Activities”.  It also applies to
non-derivative hedging instruments and all hedged items designated and
qualifying as hedges under SFAS No. 133.  SFAS No. 161 is effective
prospectively for financial statements issued for fiscal years beginning after
15 November 2008, with early application encouraged.  The Company is
currently evaluating the new disclosure requirements of SFAS 161 and the
potential impact on the Company’s financial statements.
 
 In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations”. SFAS
No. 141(R) establishes principles and requirements for how an acquirer
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, any noncontrolling interest in the acquiree
and the goodwill acquired. SFAS No. 141(R) also establishes disclosure
requirements to enable the evaluation of the nature and financial effects of the
business combination. SFAS No. 141(R) is effective for fiscal years beginning
after 15 December 2008.  The Company is currently evaluating the
potential impact, if any, of the adoption of SFAS No. 141(R) on its results of
operation and financial condition.
 
 In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements – an amendment of Accounting Research Bulletin
No. 51”.  SFAS No. 160 establishes accounting and reporting standards
for ownership interests in subsidiaries held by parties other than the parent,
the amount of consolidated net income attributable and to the noncontrolling
interest, changes in a parent’s ownership interest, and the valuation of
retained noncontrolling equity investments when a subsidiary is
deconsolidated.  SFAS No. 160 also establishes disclosure requirements
that clearly identify and distinguish between the interests of the parent and
the interests of the noncontrolling owners.  SFAS No. 160 is effective
for fiscal years beginning after 15 December 2008.  The Company is
currently evaluating the potential impact, if any, of the adoption of SFAS No.
160 on its results of operation and financial condition.
 
 4.
              Related
      Party Transactions
 
 Amounts
due to related parties are payable to a director of the Company, a former
director of the Company, a company owned by a director of the Company, and a
company owned by a former director and officer of the Company. All amounts due
to related parties are non-interest bearing, unsecured and have no fixed terms of
repayment.
 
 During
the year ended 31 December 2008, the Company accrued and/or paid management fees
of $Nil (31 December 2007 - $15,000) to a former director.
 
 During
the year ended 31 December 2008, the Company paid a total of $33,474 (31
December 2007 - $19,406) in consulting fees to two companies controlled by a
former director and to a director.
  F-12
  American
Petro-Hunter Inc.
 (A
Development Stage Company)
 Notes to
Financial Statements
 (Expressed
in U.S. Dollars)
 31 December
2008
 
 4.
              Related
      Party Transactions (Cont’)
 
 In
December 2007, the Company entered into a Management and Governance Consultant
Agreement (the “Agreement”) with Sound Energy Advisors, LLC, an affiliated
entity, whereby it was agreed that the consultant provide the Company with
management and consulting services for a monthly fee of $2,500. The agreement
was effective on 1 December 2007 and expires on 30 November 2009 and is subject
to termination upon 30-day prior written notice by either
party.  During the year ended 31 December 2008, the Company incurred
$30,000 in management and consulting expenses in connection with the
Agreement.
 
 During
the year ended 31 December 2008, the Company carried out a number of
transactions with related parties in the normal course of business.
 
 5.
              Note
      Payable
 
 On 18
October 2006, the Company entered into a promissory note agreement with VCF
Capital Corp. (“VCF”) whereby VCF loaned the Company $25,000. The loan bears
interest at 12% per annum, is collateralized by a general security arrangement
over all of the Company’s assets and was payable in full on 18 May
2007.
 
 This note
payable was in default at 31 December 2008 and 2007.  During the years
ended 31 December 2008 and 2007, the Company accrued $2,959 and $6,870,
respectively of interest expense which is included in general and administrative
expenses.  Accrued interest payable to VCF is $6,518 as of 31 December
2008.
 
 6.
              Loan
      Guarantee
 
 In 2004,
the Company received a demand for payment from Canadian Western Bank (“CWB”)
pursuant to a guarantee provided by the Company in favor of Calgary Chemical, a
former subsidiary.
 
 The
Company divested itself of Calgary Chemical in 1998 under an agreement with a
former president and purchaser. The agreements included an indemnity guarantee
from the purchaser of Calgary Chemical, whereby the purchaser would indemnify
and save harmless the Company from any and all liability, loss, damage or
expenses.
 
 During
the year ended 31 December 2008, the Company recorded a foreign exchange gain of
$19,931 (31 December 2007 – $Nil) related to this guarantee.
 
 Upon
receipt of the claim, the Company accrued the amount of the claim since in the
opinion of legal counsel it is more likely than not that CWB would prevail in
this action.
 
 7.
              Common
      Stock
 
 Common Stock
Issued
 
 During
the year ended 31 December 2007, the Company received full payment towards
subscription to purchase 1,200,000 units at a price of $0.05 per
unit.  Each unit consisted of one common share and one share purchase
warrant exercisable into common shares of the Company at a price of $0.15 during
the following three years.  During the year ended 31 December 2008,
the Company issued these 1,200,000 units related to the share subscriptions
received during the year ended 31 December 2007.
 
 During
the year ended 31 December 2008, the Company issued 600,000 units at a price of
$0.05 per unit.  Each unit consisted of one common share and one share
purchase warrant exercisable into common shares of the Company at a price at
$0.15 per share during the following three years.
  F-13
  American
Petro-Hunter Inc.
 (A
Development Stage Company)
 Notes to
Financial Statements
 (Expressed
in U.S. Dollars)
 31 December
2008
 
 7.
              Common
      Stock (Cont’)
 
 Common Stock to be
Issued
 
 During
the year ended 31 December 2008, the Company received full payment of $40,000
towards subscription to purchase 800,000 units at a price of $0.05 per
unit.  Each unit consists of one common share and one share purchase
warrant.  Each whole share purchase warrant entitles the holder to purchase
an additional common share at a price of $0.15 during the following three
years.  Subsequent to the year ended 31 December 2008, the Company
issued these 800,000 units related to the share subscriptions received during
the year ended 31 December 2008 (Note 10).
 
 As at 31
December 2008, there are 2,600,000 warrants outstanding at an exercise price of
$0.15.  These warrants will expire in the years ending 31 December
2010 and 2011.
 
 8.
              Income
      Taxes
 
 The
Company’s operations for the years ended 31 December 2008 and 2007 resulted in
losses, thus no income taxes have been reflected in the accompanying statements
of operations.
 
 As of 31
December 2008 and 2007, the Company had the following deferred tax
asset:
 
 31 December
                          2008
                        
                        
                        31 December
                          2007$
                        
                        
                        $Deferred
      asset related to net operating loss carry-forwards
                        
                        
                        1,230,000
                        
                        
                        
                        1,186,000Less:
      Valuation allowance
                        
                        
                        (1,230,000
                        )
                        
                        
                        (1,186,000
                        )Deferred
      tax asset recognized
                        
                        
                        -
                        
                        
                        
                        -
 
 As of 31
December 2008, the Company has net operating loss carry-forwards of
approximately $3,620,000 (31 December 2007 - $3,586,000) which may be used to
reduce future income taxes payable and which expire between 2026 to 2028.
Current Federal Tax Law limits the amount of loss available to offset against
future taxable income when a substantial change in ownership occurs. Therefore,
the amount available to offset future taxable income may be
limited.
 
 A
valuation allowance has been recorded to reduce the net benefit recorded in the
financial statements related to this deferred asset. The valuation allowance is
deemed necessary as a result of the uncertainty associated with the ultimate
realization of these deferred tax assets. The Company has concluded that it is
more likely than not that it will not realize any deferred tax
assets.
  F-14
  American
Petro-Hunter Inc.
 (A
Development Stage Company)
 Notes to
Financial Statements
 (Expressed
in U.S. Dollars)
 31 December
2008
 
 8.
              Income
      Taxes (Cont’)
 
 The
provision for income taxes differs from the amount computed by applying the
statutory federal income tax rate of 34% (2007 – 34%) to net loss for the year.
The sources and tax effect of the differences are as follows:
 
 For the
                          year ended
                          31 December
                          2008
                        
                        
                        For the
                          year ended 31
                          December
                          2007$
                        
                        
                        $Computed
      tax benefit at statutory rates
                        
                        
                        44,000
                        
                        
                        
                        37,000Less:
      Change in valuation allowance
                        
                        
                        (44,000
                        )
                        
                        
                        (37,000
                        )Income
      tax provision
                        
                        
                        -
                        
                        
                        
                        -
 
 9.
              Supplemental
      Disclosure with Respect to Cash
Flows
 
 For the
                        year
                        ended 31
                        December
                        2008
                      
                      
                      For the
                        year
                        ended 31
                        December
                        2007
                      
                      
                      For the
                        period from
                        the date of
                        inception
                        on 24
                        January
                        1996 to 31
                        December
                        2008$
                      
                      
                      $
                      
                      
                      $Shares
      issued in settlement of debt
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,509,667Shares
      issued for services rendered
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      992,558Shares
      issued for investment
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      7,500
  F-15
  10.
              Subsequent
      Events
 
 Subsequent
to 31 December 2008, the following events occurred:
 
 a.
              The
      Company issued 800,000 shares related to the share subscriptions received
      during the year ended 31 December 2008 (Note
7).
 
 b.
              The
      Company terminated a consulting services agreement with a company owned by
      a former director and officer of the
Company.
 
 c.
              The
      Company entered into a one-year consulting services agreement with a
      company owned by a director and officer of the Company (the “Consultant”),
      whereby it was agreed that the Consultant provide the Company with
      management and governance consulting services for a monthly fee of
      $2,500.
 
 d.
              The
      Company entered into a one-year consulting services agreement with a third
      party (the “Third Party”), whereby it was agreed that the Third Party
      provide the Company with corporate management consulting services for a
      monthly fee of $15,000.
 
 e.
              The
      Company entered into a Participation Agreement with Archer Exploration,
      Inc. (“Archer”) to participate in the drilling for oil on a prospect
      located in Stanislaus County, California.  Pursuant to the
      Agreement, the Company agreed to pay Archer $200,000 for all costs in
      connection with the acquisition and operation of the prospect until
      completion of an initial test well in exchange for a 25% working interest
      in the prospect.  The assignment of the 25% interest will only
      be made upon the successful completion of the initial test
      well.
 
 f.
              The
      Company entered into a business consultant agreement with Bakerview
      Investor Relations, Inc. (“Bakerview”), whereby it was agreed that
      Bakerview would provide the Company with marketing and investor relations
      consulting services for a monthly fee of $7,500.  The term of
      the agreement is twelve months and is subject to termination upon 90-day
      prior written notice by either
party.
 
 g.
              The
      Company completed an equity financing for 2,250,000 shares of common stock
      at $0.02 per share for total proceeds of
  $45,000.
 
 h.
              The
      Company offered certain debt holders the opportunity to convert all of
      their outstanding debt into shares of the Company’s common stock at $0.02
      per share. Eleven debt holders opted to convert the aggregate sum of
      $165,082 into 8,254,088 shares.
  i.
                Subsequent
      to our fiscal year end, on March 3, 2009, we entered into a note purchase
      agreement with a foreignaccredited investor whereby we agreed to issue an unsecured
      convertible promissory note in the principal amount of $200,000 and a
      warrant to purchase 800,000 shares of our common stock. The outstanding
      balance under the note will bear interest at 6% per annum and total
      outstanding principal and accrued interest is due on March 3, 2011. At any
      time prior to the repayment date, the holder may convert all or a portion
      of the outstanding balance into shares of our common stock at a conversion
      price of $0.25. The warrant is exercisable for a period of one year at a
      price of $0.35 per
share.
  F-16
  INDEX
TO EXHIBITS
 
 Exhibit Number
              
              Name3.1(1)
              
              
              Amended
      and Restated Articles of Incorporation4.1(2)
              
              
              1998
      Directors and Officers Option Plan4.2(3)
              
              
              Amended
      1998 Key Personnel Compensation Plan4.3(4)
              
              
              2000
      Stock Option Plan4.4(5)
              
              
              2001
      Stock Option Plan10.1(6)
              
              
              Sale
      Agreement between Wolf Industries Inc. and Gorda Technology Holdings
      Limited10.2(6)
              
              
              License
      Agreement between Wolf Industries Inc. and Andrew Engineering Inc., et
      al10.3(7)
              
              
              Asset
      Purchase Agreement between Wolf Industries Inc. and Andrew Engineering
      Inc.10.4(7)
              
              
              Agreement
      between Wolf Industries Inc., Andrew Engineering Inc., Andrew Rawicz and
      GPT Management10.5(8)
              
              
              Letter
      of Intent with Galloway Financial Services10.6(8)
              
              
              Letter
      Agreement with Dancing Star Resources10.7(8)
              
              
              Assignment
      of Lease with Exor Oil Company, LLC10.8(9)
              
              
              Loan
      Agreement with VCF Capital Corp.10.9(9)
              
              
              Form
      of Securities Purchase Agreement10.10(10)
              
              
              Management
      and Governance Consultant Agreement with Sound Energy Advisors,
      LLC10.11
              
              
              Management
      and Governance Consultant Agreement with Chamberlain Capital
      Partners10.12
              
              
              Business
      Consultant Agreement with Bakerview Investor Relations,
    Inc.10.13(12)
              
              
              Management
      and Governance Consultant Agreement with Robert
McIntosh10.14(13)
              
              
              Participation
      Agreement with Archer Exploration, Inc.16(11)
              
              
              Letter
      from Berkovits & Company, LLP31.1
              
              
              Rule
      13(a) — 14(a)/15(d) — 14(a) Certification (Principal Executive
      Officer)  E-1
  31.2
                
                
                Rule
      13(a) — 14(a)/15(d) — 14(a) Certification (Principal Financial
      Officer)32
                
                
                Section
      1350 Certifications
  Footnotes to Exhibits
Index
 
 (1)
              Incorporated
      by reference to Form 10-SB12G dated June 19, 1997.(2)
              Incorporated
      by reference to Form S-8 dated September 10, 1998.(3)
              Incorporated
      by reference to Form S-8 dated December 9, 1998.(4)
              Incorporated
      by reference to Form S-8 dated October 20, 2000.(5)
              Incorporated
      by reference to Form S-8 dated October 2, 2001.(6)
              Incorporated
      by reference to Form 10-QSB for the period ended March 31,
      1998.(7)
              Incorporated
      by reference to Form 10-QSB for the period ended June 30,
      1999.(8)
              Incorporated
      by reference to Form 10-QSB for the period ended September 30,
      2001.(9)
              Incorporated
      by reference to Form 10-KSB for the period ended December 31,
      2006.(10)
              Incorporated
      by reference to Form 10-KSB for the period ended December 31,
      2007.(11)
              Incorporated
      by reference to Form 8-K dated March 23, 2009.(12)
              Incorporated
      by reference to Form 8-K dated March 27, 2009.(13)
              Incorporated
      by reference to Form 8-K dated April 10,
2009.
  E-2